HIKMA Pharmaceuticals PLC

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549300BNS685UXH4JI75 2023-12-31 ifrs-full:RetainedEarningsMember 549300BNS685UXH4JI75 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 549300BNS685UXH4JI75 2023-12-31 ifrs-full:NoncontrollingInterestsMember 549300BNS685UXH4JI75 2023-12-31 ifrs-full:IssuedCapitalMember iso4217:USD iso4217:USD xbrli:shares Better health. Within reach. Every day. Shaping a healthier world © Hikma Pharmaceuticals PLC Annual Report 2024 Hikma puts better health within reach, every day. By creating high-quality products and making them accessible to those who need them, we are helping to shape a healthier world that enriches all our communities. Better health. Within reach. Every day. Shaping a healthier world... by developing our pipeline in growing therapeutic areas by leveraging our role as a leading healthcare provider in MENA by focusing on quality manufacturing by expanding our patient reach by investing for the future Read more on page 10 Read more on page 16 Read more on page 22 Read more on page 34 Read more on page 38 Contents 1. Core results are presented to show the underlying performance of the Group, excluding the exceptional items and other adjustments set out in Note 6 of the Group consolidated ﬁnancial statements 2. Core basic earnings per share is reconciled to basic earnings per share in Note 14 of the Group consolidated ﬁnancial statements 3. We have committed to reducing Scope 1 and Scope 2 greenhouse gas emissions (market-based) by 25% by 2030, using a 2020 baseline year. For reporting in this Annual Report, we have used data from January to September of 2024 and conducted an upliﬅing exercise to estimate quantities for October to December 2024. More information on this methodology can be found on our website Delivering strategic progress and strong financial results Driving top-line growth double-digit Group core revenue growth Adding diﬀerentiation to the portfolio through acquisition and partnerships Increasing scale of our manufacturing through automation and increased capacity Investing for the future 4.5% of Group core revenue invested in R&D for continued growth Expanding our portfolio 132 products launched Positive outlook as we build on strong momentum with a clear strategy for growth Revenue $3,127m +9% 2023: $2,875m Core 1 revenue $3,156m +10% 2023: $2,875m Value of our donated medicines $4.1m 2023: $4.9m Reduction in Scope 1 and 2 GHG emissions since 2020 3 15% 2023: 15% Strategic report What we do 2 Executive Chairman’s statement 4 CEO’s statement 6 Our strategy 8 Our business model 12 Investment case 14 Our progress 18 Our markets 20 Stakeholder engagement 24 Business and ﬁnancial review 30 Group overview 31 Injectables 32 Branded 36 Generics 40 Group performance 42 Sustainability 44 Acting responsibly at Hikma 46 TCFD disclosure 62 Risk management 78 Going concern and longer-term viability 87 Non-ﬁnancial and sustainability information statement 90 Corporate governance report Executive Chairman’s overview 94 Corporate governance at a glance 96 Board of Directors 98 Executive Committee 100 Corporate governance 101 Committee reports 105 Annual report on remuneration 125 Other statutory disclosures 140 Financial statements Independent auditors’ report 148 Consolidated ﬁnancial statements 156 Notes to the consolidated ﬁnancial statements 161 Company ﬁnancial statements 207 Notes to the Company ﬁnancial statements 209 Shareholder information Shareholder information 214 Employee enablement score 69% 2020: 64% Employee engagement score 73% 2020: 73% Operating proﬁt $612m +67% 2023: $367m Core operating proﬁt $719m +2% 2023: $707m Proﬁt to shareholders $359m +89% 2023: $190m Core proﬁt to shareholders $495m +1% 2023: $492m Basic earnings per share 162c +88% 2023: 86c Core basic earnings per share 2 224c 0% 2023: 223c Dividend per share 80c +11% 2023: 72c Non-financial highlights Financial highlights 1 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report US Germany Croatia Italy Tunisia Jordan Egypt Algeria Morocco Portugal UK KSA 4 3 1 2 4 3 1 1 1 1 1 2 3 5 3 1 2 1 Our markets North America Our large manufacturing facilities in the United States (US) supply generic and specialty products to the US and Canadian markets across a broad range of therapeutic areas, including respiratory, oncology and pain management. We also have two R&D facilities to support sustainable growth. MENA We sell branded generics and in-licensed patented products across the Middle East and North Africa (MENA). We have manufacturing facilities in six MENA countries, including US FDA-inspected plants in Jordan and Saudi Arabia, all supported by local R&D centres. Around 2,000 sales representatives and support staﬀ market our brands to healthcare professionals across 17 markets. Europe and rest of the world Our injectable manufacturing facilities in Portugal, Italy and Germany have a range of capabilities, including dedicated capacity for oncology and cephalosporins. These facilities supply injectable products to North America, MENA and a growing number of markets in Europe. We also have R&D centres in Portugal and Croatia. We bring patients across North America, MENA and Europe a broad range of generic, specialty and branded pharmaceutical products. c.2,350 Employees 61.5% Group core revenue c.5,800 Employees 31.2% Group core revenue c.1,350 Employees 7.3% Group core revenue Global reach 9,500 Employees 29 Manufacturing plants 9 R&D centres 800+ Products What we do Manufacturing plants R&D centres Corporate HQ 2 Hikma Pharmaceuticals PLC | Annual Report 2024 $3,156m A culture of progress and belonging Our purpose Our values Better health. Within reach. Every day. We are one Hikma, supporting each other, driving onwards, growing our business and pursuing our collective promise – to put better health within reach, every day. At the heart of this are our three values: innovative, caring and collaborative Innovative Caring Collaborative Segmental core revenue $3,156m Branded $769m 2023: $714m Generics $1,037m 2023: $937m Other $26m 2023: $21m Injectables $1,324m 2023: $ 1,203 Injectables We supply hospitals across our markets with generic and specialty injectable products, supported by our manufacturing facilities in the US, Europe and MENA. Branded We supply branded generics and in-licensed patented products from our local manufacturing facilities to retail and hospital customers across the MENA region. Generics We supply oral, respiratory and other generic and specialty products to the North American retail market, leveraging our state-of-the-art manufacturing facility in Columbus, Ohio. Read more on page 32 Read more on page 36 Read more on page 40 Our business segments 3 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Executive Chairman’s statement Everything we do is driven by the needs of our patients. I am grateful to all our people who have spent another year working hard to ensure we continue to put better health within reach, every day. Helping shape a healthier world Hikma was founded, and continues to operate, as a purpose-driven organisation. We started out over 45 years ago bringing high-quality, essential medicines to markets in the Middle East and North Africa (MENA). We have evolved into a global healthcare company, playing a critical role serving patients across North America, Europe and MENA. In 2024 we have continued to deliver on our mission to help shape a healthier world, and our leadership teams are advancing this agenda across our markets. We have been launching new products, signing partnerships, investing more into research and development, building new manufacturing plants, and deploying capital through acquisition to ensure we are well placed for continued growth. Serving our stakeholders We have a wide range of stakeholders and you can read about how we engage and address their needs on page 24 of this Annual Report. Our shareholders are our owners, and we regularly engage with our investor base, take time to listen to them and ensure they understand both our ﬁnancial performance and our strategic direction. Our CEO, Riad, will discuss strategy more in the following pages. Our customers include hospitals, pharmacists, buying groups, and of course patients. Of critical importance to this group is quality and reliability of products, and this reﬂects our own priorities. Quality is integrated into all that we do – we are regularly inspected by the US FDA and other local authorities and we value the input we get through these interactions. You can read more about our quality focus on page 60 of this report. Another stakeholder group critical to our success is our people. Our people are Hikma, and they bring us a huge amount of expertise as well as ideas on what more we can do to deliver our purpose. We are focused on how we can retain and recruit the best talent. When I visit our sites around the world, I always value the time I spend talking with people in our operational facilities and oﬃces. We have an impressive team, and this gives me conﬁdence that Hikma’s future remains bright. Governance In 2024, we continued to ensure that the whole Board is engaging closely with the business and contributing their expert and independent viewpoints to the running of Hikma. As well as our regular meetings in London, we took the opportunity to meet at our facility in Casablanca, Morocco. These oﬀ-site Board meetings are a fantastic opportunity for our Directors to see more of Hikma and meet with the people who are critical to our success. You can read more about the Board’s activities and the Casablanca trip in the Corporate governance section on pages 103 of this report. 4 Hikma Pharmaceuticals PLC | Annual Report 2024 Looking ahead While I regularly reﬂect on how far Hikma has come, and the importance we place on providing access to healthcare in our markets, I am most excited about what more we can do. The leadership team are ambitious, with varied and complementary strengths, giving me great conﬁdence in Hikma’s ability to continue to grow for many years to come. With our pipeline, the investment into our manufacturing plants, our strong relationships with customers and suppliers, and our solid ﬁnancial footing, we are perfectly placed to grow and support patients across our markets. Said Darwazah Executive Chairman I have conﬁdence in our strategy and the leadership team in place to deliver on it, and drive future growth.” Financial statements Corporate governance Financial statements Strategic report Hikma Pharmaceuticals PLC | An nual Report 2024 5 CEO Statement I am pleased with the excellent ﬁnancial performance we have delivered during my ﬁrst full year as CEO, ahead of initial expectations, and I am more conﬁdent than ever that we have the right strategy in place to deliver growth for many years to come. Reﬂecting on my ﬁrst full year as CEO of Hikma, I am proud of the signiﬁcant strides forward we have made in 2024. This year has been marked by a robust ﬁnancial performance, strategic deployment of capital, the strengthening of our leadership team, and a renewed focus on innovation and sustainability. I have been working closely with both our Executive Committee and the Leadership Council, in executing our broader strategy. We are ensuring the Group is diﬀerentiated and positioned for sustained growth and innovation. Strong ﬁnancial performance I am delighted with the outcome of our hard work in 2024. Group core revenue grew 10% (reported growth of 9%), ahead of the expectations we set out last February, and upgraded in August. In a year where we had a signiﬁcant, one-oﬀ, proﬁt headwind in our Generics business, I was also pleased with the slight growth in Group core operating proﬁt, again ahead of our upgraded expectations. Injectables We had another successful year in Injectables. We delivered an impressive top-line performance, with strong revenue growth in each of our three geographies and core operating proﬁt growth for the division of 5%. During the year we were successful in acquiring the US ﬁnished dosage form business of Xellia Pharmaceuticals. This acquisition will diversify and enrich our injectables portfolio and pipeline, expand our manufacturing capacity, bringing complex manufacturing technologies, and support the long-term growth of the Injectables business. We continued to broaden and diversify our portfolio, with 89 new launches across the business. On top of this, we added products through the Xellia acquisition, which also enhanced our pipeline. With our new R&D centre in Zagreb complementing our existing footprint, we are well positioned to develop more complex products over the medium term. We are also enhancing our diﬀerentiation through partnership, one example in 2024 being the launch of our ﬁrst GLP-1 product in December, liraglutide. Our MENA Injectables business remains a solid contributor to growth, with both biosimilars and our own portfolio of medicines contributing to the strong performance. In Europe, double-digit sales of our own medicines underpinned growth in our key markets. We also continue to pursue CMO opportunities where we see value for both us and our strategic partners. Branded I am hugely proud of the progress our Branded business has made in recent years. In 2024, we grew core revenue 8% and core operating proﬁt an impressive 11% with core operating margin expanding to 24.6%. This business has seen a step change in margin over the past two years, driven by product mix as we increasingly focus on higher value medicines. Our focus on therapeutic areas such as cardiovascular, diabetes, and oncology is allowing us not only to address critical healthcare challenges eﬀectively, but also to provide a consistent and more proﬁtable revenue stream. The performance is strong across our markets and I am excited by the plans of our leadership teams on the ground to keep delivering growth. During the year we hosted both our Board and several of our investors during two visits to our site in Casablanca, Morocco. These showcased the strength of our facilities and the ambitions we have to become the leading healthcare company in MENA. Both groups came away more knowledgeable on our strengths in the region and excited for the future potential. Generics Our Generics business is on a very ﬁrm footing. We generated over $1 billion in revenue for the ﬁrst time, with margins in line with our expectations. We are delivering growth in our more complex products, such as our generic Advair Diskus® dry powder inhaler, we increased our market share in sodium oxybate, and our leading nasal spray franchise performed well in 2024. Operating proﬁt was lower than the exceptionally strong result we delivered in 2023 due to the expected increase in royalties payable on our authorised generic of sodium oxybate. We have strengthened our teams across this business, including the appointment of Hafrun Fridriksdottir, our new President of Generics, and a new head of Generics R&D with signiﬁcant respiratory experience. With their expertise, we are sharpening our focus on R&D to ensure we are investing in the right products and executing projects eﬀectively. We are also working to maintain and enhance our manufacturing strength. Importantly, we are delivering our strategy to grow our CMO oﬀering. We signed a new contract in 2024 which we expect to start contributing meaningfully in 2027. This will help support medium-term revenue growth and proﬁtability for Generics. We have also focused on maximising the potential of our specialty products and post-year end, signed a partnership agreement with Emergent BioSolutions to market our Kloxxado® naloxone nasal spray. Our clearly deﬁned strategy I set out our refreshed strategy in this letter last year, and I am pleased with the progress we are making against our key priorities and how we are putting our plans into action. Firstly, we are always striving for excellence, by enhancing and leveraging the foundation we have. This year, we have continued to evolve the technologies in our plants and our portfolio has grown, both organically and through acquisition. We now have over 800 products in our portfolio globally and our capacity to produce these products continues to expand. 6 Hikma Pharmaceuticals PLC | Annual Report 2024 Secondly, we diversify and diﬀerentiate. We had 132 launches across the business in 2024, and added to our R&D capabilities through the Xellia acquisition, which brings the new R&D centre in Zagreb with a track record of developing complex products. Across the Group, we are focused on pipeline execution. We have strengthened our teams in all three businesses and have been working on improving R&D eﬃciency. We have made great progress against this strategic pillar, ensuring we have a healthy pipeline for growth. Thirdly, we invest in our people and operate sustainably. This year, I have travelled to many of our locations around the world, and spoken with hundreds of our people and I continue to be humbled by their commitment, diligence and experience. We have been working to enhance career development and progression and will launch a new grading structure in 2025 with clearer career levels and detail on the skills needed for advancement. You can read more about how we empower our people in our case study on page 26 of this report. We also appointed a new VP, Sustainability in 2024, a senior position focused on advancing our sustainability strategy, and we have been spending time this year conducting a double materiality assessment, as we work to understand better our most material sustainability areas. Well placed for future growth Hikma is a growth company – we are investing across our markets, building out our infrastructure, launching new products and deploying our healthy balance sheet on value-enhancing acquisitions. I am excited for 2025 and beyond. With the incredible, diligent team we have in place, I am extremely conﬁdent in our ability to grow, and continue to help shape a healthier world. Injectables 42% ($1,324m) Branded 24% ($769m) Generics 33% ($1,037m) Other 1% ($26m) Total $3,156m Injectables 56% Branded 23% Generics 21% 1. Core operating proﬁt is $719 million. Before unallocated corporate costs of $99 million and operating loss from Other business of $9 million, core operating proﬁt contribution from business segments is $827 million Core revenue – 2024 Core operating proﬁt – 2024 1 We have exciting strategic momentum and are very well positioned for 2025 and beyond.” Find out more about our Strategy on page 8 Find out more about our KPIs on page 18 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report 7 Our strategy We aim to deliver consistent and proﬁtable growth by building a leading generics and specialty pharmaceutical company, putting better health within reach, every day. Our purpose-led strategy Diversify and diﬀerentiate People and responsibility Strive for excellence Our strategic pillars 8 Hikma Pharmaceuticals PLC | Annual Report 2024 Our approach KPIs Develop Expand Empower Act Enhance Leverage a more diﬀerentiated pipeline into adjacent businesses and geographies our people and cultivate a uniﬁed culture responsibly across our local markets and communities operational eﬃciencies and embrace new technologies, maintaining our high quality levels our broad portfolio and strong commercial capabilities – Percentage of revenue from new business over 3 years – Employee engagement and enablement – Reduction in Scope 1 and 2 emissions – Core revenue – Core operating proﬁt – Return on average invested capital Find out more about our KPIs on page 18 Find out more about our risks on page 80 Find out more about our strategic progress on page 31 9 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Shaping a healthier world... …by developing our pipeline in growing therapeutic areas 10 Hikma Pharmaceuticals PLC | Annual Report 2024 We are increasingly leveraging our active pharmaceutical ingredient (API) manufacturing facility in Jordan to introduce vertically integrated products for all our businesses, particularly for our MENA portfolio. In MENA we are seeing the impact of a rapidly growing population, increasing prevalence of cancer and chronic diseases, and disparities in healthcare access. As a result, we have enhanced our focus on R&D and are investing in higher-value medicines, focusing on those used to treat chronic illnesses. We are introducing ﬁrst-to-market and ﬁrst-generic products and are investing in sales and marketing to support these eﬀorts – 75% of our top 20 pipeline projects over the next ﬁve years are planned as ﬁrst to market or ﬁrst generic opportunities. We also work with global innovators to bring treatments and wider healthcare solutions, including Guardant Health for cancer diagnostics, Rakuten Medical for cancer treatments and Junshi Biosciences for an anti-PD-1 monoclonal antibody. We aim to have a portfolio and pipeline that is tailored to the needs of our markets, with an increasing number of complex products with high barriers to entry. The portfolio and pipeline for our Injectables business addresses a wide range of therapeutic areas, and a large portion of our pipeline is focused on drug delivery methods or dosages that will improve processes in hospitals, such as products delivered in ready-to-use formats. This is further strengthened through the Xellia acquisition. Today, around 30% of our Injectables pipeline products are classiﬁed as diﬀerentiated or complex. Our Generics pipeline is addressing the market need for more complex generic products. We are a leader in nasal sprays and have strong respiratory capabilities. We will leverage this expertise as we develop the next-generation generics in these and other areas. We continue to enhance our pipeline and building diﬀerentiation, including increasing the number of 505(b)(2) and other complex ﬁlings. 11 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Generics Branded Injectables Our business model Our diversiﬁed business model allows us to respond to the many opportunities and threats we face, while delivering for our stakeholders. Better health within reach every day Our resources Our business segments Financial Investment in R&D, manufacturing facilities, partnerships and M&A collectively enable us to expand our product portfolio, technical capabilities and operations. People We have a highly skilled, diverse and eﬀective workforce. Through continuous investment in the development of our people and by hiring new talent, we secure our future. Relationships Strong relationships with regulators, customers and health authorities across all our markets, and successful collaborations with industry partners, enable us to deliver on our purpose. Values Our culture of progress and belonging is backed by our values – innovative, collaborative and caring. Capabilities We have extensive commercial, R&D, manufacturing and distribution capabilities across our markets, focused on quality and eﬃciency. 12 Hikma Pharmaceuticals PLC | Annual Report 2024 Oﬀer a broad product portfolio We oﬀer a broad and diﬀerentiated portfolio of more than 800 products. It includes high-quality generic and branded generic medicines, and a growing number of in-licensed, specialty and compounded products. Develop and innovate We are developing a more diﬀerentiated pipeline to meet the evolving needs of patients and healthcare professionals through investments in R&D, partnerships and strategic acquisitions. Manufacture and maintain quality Our extensive and high-quality manufacturing capabilities are at the heart of what we do. We have 29 plants across the Group that supply our global markets with a broad range of injectable, oral, respiratory and other generic and specialty products, including 13 US FDA-inspected plants and 12 EMA- inspected plants. Market across geographies We distribute our products through experienced sales and marketing teams. In the MENA region, around 2,000 representatives and support staﬀ market our brands to doctors and pharmacists, while our sales teams in North America and Europe sell to wholesalers, pharmacy chains, governments and hospital purchasing organisations. What we do Sustainable business We act responsibly, advancing health and wellbeing, empowering our people, protecting the environment and building trust through quality in everything we do. Return on average invested capital We have a strong track record of generating high returns on our investments. Empowering our people By focusing on the development of our people, we provide long and rewarding careers for our talented and diverse workforce. Patient beneﬁts We provide patients across our markets with high-quality medicines. 15% Reduction in Scope 1 and 2 since base year 2020 16.9% Return on average invested capital in 2024 800+ Products 73% Employee engagement score 69% Employee enablement score The value we create Find out more about our KPIs on page 18 13 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report A strong business model with signiﬁcant opportunities to further enhance our portfolio, drive growth and deliver value for shareholders. A solid platform with a unique business model Increasingly diverse portfolio and pipeline Our presence and positioning Trust, quality and agility – A broad portfolio that is tailored to local market needs – Targeting increase in R&D spend to 6–7% of Group revenue to ensure the consistent development of new products – Growing presence in specialty, complex and higher-value products , which oﬀer less competition and higher margins – Strong momentum in new product launches across our markets 132 launches in 2024 300+ products in our pipeline Broad portfolio and growing investment in R&D Innovation through partnerships and acquisitions – Enhancing our pipeline by adding innovative products through value-creating partnerships – Adding to the strength of our base business through strategic acquisitions Investment case Leading market positions – 7th largest in the US 1 – 2nd largest in MENA 2 Expanding manufacturing footprint 29 plants across our markets, with additional facilities being established Global player with local expertise We are a trusted partner known for our commitment to quality and reliability of supply We work closely with governments and regulators to ensure highest quality standards Agile supply chain, ﬂexible manufacturing and leading technical capabilities 1. IQVIA MAT November 2024, includes all generic injectable and generic non-injectable products, by sales 2. Based on internal analysis by using data from the following source: IQVIA MIDAS® Monthly Value Sales data for Algeria, Egypt, Jordan, Kuwait, Lebanon, Morocco, Saudi Arabia, Tunisia and UAE, for the period: calendar year 2024, reﬂecting estimates of real-world activity. Copyright IQVIA. All rights reserved 3. Core results are presented to show the underlying performance of the Group, excluding the exceptional items and other adjustments set out in Note 6 of the Group consolidated ﬁnancial statements. Core results are a non-IFRS measure. See page 43 for a reconciliation to reported IFRS results 4. See reconciliation on page 43 14 Hikma Pharmaceuticals PLC | Annual Report 2024 Our purpose-led strategy Diversify and diﬀerentiate Strive for excellence People and responsibility A clear strategy for growth Proven track record and strong ﬁnancial position Strategic execution driven by our three pillars 1.4x net debt/core EBITDA 3 26.1% Core EBITDA 3 margin 16.9% Return on average invested capital 4 +7% 5-year revenue CAGR +7% 5-year core EBIT CAGR Delivering growth and high returns – Strong cash generation with $564 million operating cash ﬂow in 2024 – A strong balance sheet that provides ﬁnancial ﬂexibility to support future growth. See page 35 for our most recent acquisition Our balance sheet strength Enhance operational eﬃciencies and embrace new technologies, maintaining our high quality levels Leverage our broad portfolio and strong commercial capabilities Develop a more diﬀerentiated pipeline Expand into adjacent businesses and geographies Empower our people and cultivate a uniﬁed culture Act responsibly across our local markets and communities See page 8 for more information 15 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report …by focusing on quality manufacturing Shaping a healthier world... 16 Hikma Pharmaceuticals PLC | Annual Report 2024 16 Hikma Pharmaceuticals PLC | Annual Report 2024 This manufacturing strength is complemented by Hikma’s centralised engineering team and modular approach to new site construction, both of which play a pivotal role in maintaining operational excellence. The engineering team is responsible for streamlining processes, implementing innovative solutions, and ensuring that all manufacturing operations run smoothly and eﬃciently. Their expertise and coordinated eﬀorts enable Hikma to consistently meet market demands and regulatory requirements, reinforcing the Group’s reputation for reliability and excellence in the pharmaceutical industry. For example our new Injectables sites, which are near completion, in Algeria and Morocco are built to one modular design, based on our site in Portugal, with the projects overseen centrally. Manufacturing strength is one of our greatest assets and a key diﬀerentiator for us. We have 29 plants and continuously invest in expanding and enhancing our capabilities, strengthening our position as a local supplier with global expertise. 17 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Our progress We are delivering on our strategy and measuring our performance with key performance indicators (KPIs). Strategic priority Strive for excellence KPI Core 1 revenue ($m) Core 1 operating proﬁt ($m) Return on average invested capital 2 (%) $3,156m $719m 16.9% 2,553 2,341 2,517 2,875 3,156 2020 2021 2022 2023 2024 566 632 596 707 719 2020 2021 2022 2023 2024 17.6 15.6 17.7 16.9 17.4 2020 2021 2022 2023 2024 Description Total annual core revenue generated across all businesses Core operating proﬁt Core operating proﬁt aﬅer tax divided by average invested capital (calculated as the average of the opening and closing total equity plus net debt 3 ) Why is it a KPI? This measures our ability to maximise value from our current product portfolio across our global markets and generate revenue from new launches This measures our ability to grow revenue and maintain quality while delivering eﬃciencies and ensuring cost control This measures our eﬃciency in allocating capital to businesses and projects 2024 performance Group core revenue grew double- digit, reﬂecting strong growth across all three businesses, supported by contribution from the Xellia acquisition and recent launches The increase was driven by strong performance in Injectables and Branded, which oﬀset the expected reduction in Generics relating to higher royalties payable on our authorised generic of sodium oxybate Continue to generate high levels of return Link to remuneration R R 1. Core results are presented to show the underlying performance of the Group, excluding the exceptional items and other adjustments set out in Note 6 in the Notes to the consolidated ﬁnancial statements 2. 2020 to 2023 ROIC numbers have been restated to reﬂect new methodology of calculation. See reconciliation on page 43 3. Group net debt is calculated as Group total debt less Group total cash. Group total debt excludes co-development agreements and contingent liabilities 4. For reporting in this Annual Report, we have used data from January to September of 2024 and conducted an upliﬅing exercise to estimate quantities for October to December 2024. More information on this methodology can be found on our website 18 Hikma Pharmaceuticals PLC | Annual Report 2024 Diversify and diﬀerentiate People and sustainability New business (%) Employee engagement (%) Scope 1 and 2 (market-based) emissions reduction (%) Percentage of revenue from new business over three year periods Period Target 1 January 2023 to 31 December 2025 16% 1 January 2024 to 31 December 2026 15% 1 January 2025 to 31 December 2027 16% 73% (2020: 73%) 15% Reduction in Scope 1 and 2 since base year 2020 Employee enablement (%) 69% (2020: 64%) 2020 2024 4 Total emissions (tCO 2 e) 144,899 123,307 % reduction from 2020 – 15% We have committed to reducing Scope 1 and Scope 2 GHG emissions (market-based) by 25% by 2030, using a 2020 baseline year. Percentage of core revenue from new business measured over the period deﬁned in the table above. New business includes products launched, new contracts and new geographies Global employee engagement and enablement scores Change in Scope 1 and 2 (market-based) greenhouse gas emissions using a 2020 baseline This will measure our ability to extract value from our global product pipeline and new business opportunities Engagement measures people’s pride in working for Hikma, their willingness to recommend Hikma as an employer and their desire to stay long term. Enablement measures whether people ﬁnd their work fulﬁlling and rewarding and whether they feel supported to achieve their full potential We strive to minimise our environmental impacts and are committed to making our operations more energy eﬃcient This metric is measured on a cumulative basis and we will start reporting on this in 2025. We made good progress against these targets in 2024 – launched 132 products, signed new contract manufacturing agreements and continued to make progress in new markets We completed Hikma’s ‘People Voice Survey’ in January 2024 and initiated an action plan in response to employees’ feedback. Refer to ‘empowering our people’ case study on page 26 for more information on the steps taken While the Group grows, supported by capacity expansion and higher levels of production, we are maintaining our emissions level through investments in eﬃciency and renewables R 19 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report 1. IQVIA, Global Use of Medicines 2024, Outlook to 2028 2. United Nations available at https://bit.ly/42wOzqk 3. WHO available at https://bit.ly/3EqjFpB 4. IQVIA, Global Oncology Trends 2024, Outlook to 2028 5. AAM, AAM, The U.S. Generic & Biosimilar Medicines Savings Report, September 2024 6. FDA generic drugs program activities report, YTD November 2024 monthly performance, includes approvals and tentative approvals, available at https://bit.ly/4jY70dP and https://bit.ly/4hC8rx6 7. IQVIA MAT November 2024. Includes all generic injectables and generic non-injectable products 8. Medicines for Europe available at https://bit.ly/4gnyvKN 9. Medicines for Europe available at https://bit.ly/40ORJEG 10. Fitch updated data October 2024 (Market size values were extracted from Fitch solutions) 11. Available at https://bit.ly/42txkq9 Key trends shaping the global pharmaceutical market: – Scientiﬁc advances and improved access to healthcare are contributing to a rise in life expectancy. The world’s population is expected to increase by 2 billion people by 2050 2 , with the number of people aged 60 or over expected to double to reach 2.1 billion 3 – An ageing population and changing lifestyles are contributing to an increase in the prevalence of chronic illnesses, such as cardiovascular, cancer, respiratory and diabetes. The incidence of cancer is expected to increase rapidly, particularly in lower-income countries, with an estimated increase of over 12 million new cases annually through 2050 4 – Rising healthcare costs are increasing demand for more aﬀordable healthcare solutions – Brand losses of exclusivity are expected to accelerate over the next ﬁve years for small molecules and biologics. This will create more opportunities for generics and biosimilars to enter the market than in the past ﬁve years, when patent expirations were at historic lows 1 The global pharmaceutical market is expected to reach $2.3 trillion in 2028, growing at between 5% and 8% per annum. 1 Demographic trends and changing lifestyles are leading to evolving healthcare needs. This, coupled with macroeconomic dynamics, is driving increased demand for more aﬀordable healthcare globally. 2 billion increase in world population by 2050 2 2x people aged 60 or above expected to double by 2050 3 Our markets 20 Hikma Pharmaceuticals PLC | Annual Report 2024 The US pharmaceutical market is expected to grow between 2% to 5% annually over the next ﬁve years. 1 The US generics market is the largest in the world – around 90% of prescriptions ﬁlled are for generics and biosimilars, which account for only 13% of prescription drug spending. 5 Losses of exclusivity are expected to accelerate, paving the way for more generic and biosimilar entrants. More recently, the US market has seen signiﬁcant growth in therapies based on glucagon-like peptides (ie GLP-1) primarily through wider usage for obesity. 1 The US generics market remains competitive. There has been a higher number of competitors and an acceleration in the FDA’s generic drug approval process over the last decade. In 2024, the FDA approved approximately 808 Abbreviated New Drug Applications (ANDAs), 68 (8%) of which were ﬁrst-time generic approvals. 6 The European pharmaceutical market continues to grow, driven by increased healthcare demand, an ageing population, and higher generic medicines uptake, particularly as governments look to maintain more sustainable healthcare budgets. 67% of dispensed medicines in Europe are for generics, which account for 29% of pharmaceutical spending. 8 Market consolidation and pricing dynamics are creating shortages and increasing the risk of reduced access to important medicines in the region. According to Medicines for Europe, more than two-thirds of generic medicines on the market have only one or two suppliers. 9 The MENA pharmaceutical market is expected to grow around 5% annually over the next four years. 10 This is underpinned by a fast growing and ageing population. This in turn is driving an increase in prevalence of chronic diseases across the region, particularly cardiovascular, diabetes, cancer, and respiratory diseases. 11 At the same time, many countries are looking to strengthen and develop their local pharmaceutical markets by incentivising local production and applying import restrictions. Some governments are also shiﬅing towards unifying procurement to reduce cost and improve patient access. The US is our largest market, and we are well placed to capture growth opportunities. We are the seventh largest generic company by sales (injectable and non-injectable) 7 and have four US manufacturing plants supporting our broad portfolio of products. We also recently added signiﬁcant scale to our US operations and enhanced our US injectable manufacturing capabilities and portfolio through the Xellia acquisition, which will add a new manufacturing facility once our upgrade project is complete. To ensure continued growth, we consistently launch new products and are increasingly focusing our development activities on complex generic products that require advanced manufacturing technologies. Our presence in the region is growing gradually. We have an agile supply chain and strong local footprint, with manufacturing facilities in Portugal, Italy and Germany supplying injectable products to our markets. In addition, we have a broad and growing portfolio of products and we have recently expanded our commercial reach by entering the UK and Spain in 2024, following our 2022 entry into France. We are well placed to supply hospitals and their patients with the medicines they need and thanks to the strength of our operations, we have been able to respond to market shortages. In addition, we will leverage our new R&D centre in Zagreb, Croatia to develop new products for our European markets. We have a unique business in the region, leveraging our global expertise to meet local market needs. We are the second largest pharmaceutical company in the region by sales 12 and have a deep understanding of the regional healthcare landscape, including the ability to navigate the complex regulatory environment, having operated there for more than 45 years. The market oﬀers a lot of potential for growth, and we are well positioned to capture this. We are investing in enhancing our pipeline and portfolio, focusing on launching more complex and ﬁrst-to-market products that are tailored to local needs. We are also gaining market share in key therapeutic areas, including in diabetes and multiple sclerosis. In addition, we are investing in enhancing our manufacturing capacity and capabilities, strengthening our position as a local manufacturer and supplier of high-quality medicines with industry-leading global expertise. 12. Based on internal analysis by using data from the following source: IQVIA MIDAS® Monthly Value Sales data for Algeria, Egypt, Jordan, Kuwait, Lebanon, Morocco, Saudi Arabia, Tunisia and UAE, for the period: calendar year 2024, reﬂecting estimates of real-world activity. Copyright IQVIA. All rights reserved Strategic response Strategic response Strategic response 61.5% North America share of Group core 2024 revenue 7.3% Europe share of Group 2024 core revenue 31.2% MENA share of Group 2024 core revenue The US generics market remains the largest in the world Demand for generics in European markets continues to grow steadily Attractive healthcare trends in MENA provide potential for growth Find out more about our approach to identify, analyse and evaluate strategic and emerging risks on page 80 21 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Shaping a healthier world... …by expanding our patient reach across our markets 22 Hikma Pharmaceuticals PLC | Annual Report 2024 While the scope and reach of Hikma’s operations have expanded, improving patients’ access to health remains our central purpose nearly 50 years later. Today, we are a global company with a local presence across North America, MENA and Europe. We continue to expand our reach and commercial presence, particularly for our Injectables business in Europe. We have an established presence in Portugal, Italy and Germany, with manufacturing plants in each of these markets. Over the last three years, we entered France, the UK and Spain. We have an agile supply chain, a growing product portfolio and regional manufacturing capabilities, enabling us to provide patients with more direct and rapid access to important medicines. We are already seeing the beneﬁt this is having on the patients we serve. For example, when we entered into the Spanish market earlier this year, we were able to immediately help hospitals with oncology products that were in shortage. As we grow as a business, we are able to enhance the positive impact we have. 23 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Read more about how we are addressing the needs of our stakeholders by: Developing our pipeline in growing therapeutic areas page 11 Focusing on quality manufacturing page 17 Expanding our patient reach across our markets page 23 Investing for the future page 35 Leveraging our role as a leading healthcare provider in MENA page 39 Find out more about how the Board engages with stakeholders on page 95 Stakeholder engagement Our vision is of a healthier world that enriches all of our communities. For more than 45 years, we have been dedicated to transforming people’s lives by providing the medicine and support that they need every day. Our purpose of putting better health within reach, every day, guides everything we do now and into the future. Our teams work diligently to stay connected to all of our stakeholders, considering their interests and communicating with them on a regular basis. This helps drive the long-term sustainable growth of our business. It also helps us better understand their needs and informs our day-to-day commercial and operational decisions, our long-term investments in our business and our people, as well as our sustainability framework. Stakeholders and the Board The Directors consider their duties to stakeholders at each Board meeting, and in their capacity as members of the respective Board committees, and are particularly aware of their duty to promote the success of the Group for the beneﬁt of all its stakeholders. Over the next few pages, we set out how we engage with our key stakeholders and build issues that are important to them into our decision making, in accordance with section 172 of the Companies Act 2006. Through case studies, we have outlined how groups of stakeholders were taken into consideration in Board decisions. Our stakeholders Patients and healthcare professionals Employees refer to Acting responsibly page 46 Customers Communities and environment refer to Acting responsibly page 46 Government and regulators Suppliers Investors refer to Investment case page 14 24 Hikma Pharmaceuticals PLC | Annual Report 2024 Healthcare professionals and patients Our purpose is to put better health within reach, every day for healthcare professionals (HCPs) and their patients. We engage with doctors, clinicians and pharmacists to better understand their needs, helping them treat the patients they serve. Why is it important to engage with this group and what do they expect from us? HCPs and patients need us to: – consistently provide a broad portfolio of products – improve access to high-quality, aﬀordable medicines It is essential that we align our commercial activities, operations and R&D eﬀorts to the changing needs of patients and HCPs. How we engage across the Group – Our commercial teams meet regularly with healthcare professionals to better understand their needs and keep them informed about our products – In MENA, we run regular forums bringing together key opinion leaders, HCPs and global research institutes to share knowledge and raise awareness of healthcare trends and disease management – We meet with patient advocacy groups for diseases such as multiple sclerosis, cardiovascular disease and diabetes, as well as drug overdose and addiction therapies How we engage at Board level – The Compliance, Responsibility and Ethics Committee is responsible for direct oversight of the Group’s approach to ethical issues associated with HCPs – Our management teams present to the Board at least once per year, providing updates on how we are addressing the needs of patients and healthcare providers across our markets Outcomes and actions – Work with global innovators to bring treatments and wider healthcare solutions to MENA, including Guardant Health for cancer diagnostics, Rakuten Medical for cancer treatments and Junshi Biosciences for an anti-PD-1 monoclonal antibody – Hosted a Train the Trainer programme in Dubai with over 60 Gastrointestinal (GI) doctors and 12 international GI trainers, with the aim of sharing expertise and updates on advanced procedures – Through the consumer-focused platform, Hiyat Hilweh, we raise awareness for patients on conditions and diseases most prevalent in MENA, including hypertension and breast cancer – Launched a generic GLP-1, liraglutide injection, in the US, helping improve patient access to this class of medicines – Expanded patient reach in Europe through entry into UK and Spain Helped alleviate shortages of oncology products in Spain – Acquired the rights from Takeda to 17 brands currently licensed to Hikma for MENA. Hikma will continue to commercialise all brands and will, over time, move the manufacture of these products in-house. This will help ensure the continuity of supply of these important medicines, which are widely used by patients across the region Customers Our customers are our business partners and we are committed to providing them with a consistent and reliable supply of high-quality medicines. We work closely with Group Purchasing Organisations (GPOs), hospitals, retailers, wholesalers and other customers to build strong relationships and enhance service levels. Why is it important to engage with this group and what do they expect from us? Customers need us to: – oﬀer a broad product portfolio – have a consistent and reliable supply of medicines – maintain service levels Our commercial teams work closely with our diﬀerent customers to understand their needs, reduce drug shortages and ensure we invest in the products, manufacturing capacity and capabilities needed to meet their requirements. How we engage across the Group – We have commercial, sales and marketing teams dedicated to our varied customer groups in North America, MENA, and Europe – Our customer discussions inform our pipeline decisions, in an eﬀort to bring them the products most in need How we engage at Board level – Commercial leads present to the Board at least once a year providing updates on our customer relationships and how we are meeting customer needs – As part of its strategic review process, the Board reviews information on the generic pharmaceutical customer landscape – The Board periodically receives industry updates from leading external professional groups Outcomes and actions – Continued to build our portfolio to address speciﬁc growing healthcare needs and therapeutic areas. In 2024 we had 132 new launches across our markets – Continued to work closely with our customers to understand their needs and improve service levels. In addition, in line with our customer requirements and the Drug Supply Chain Security Act, our sites are well positioned to ship fully aggregated products – In response to the need for more high-quality US manufacturing capacity, we signed a signiﬁcant new long-term contract manufacturing agreement with a global pharmaceutical company, which will leverage our capabilities in our Columbus, Ohio facility. Subject to FDA approvals, expected to start contributing meaningfully in 2027 25 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Employees Our employees have always been at the heart of everything we do. As the driving force behind Hikma’s growth and success, our people are our most valuable asset. Why is it important to engage with this group and what do they expect from us? Our employees need us to: – support them and provide development and growth opportunities – protect their health and safety – foster a diverse and inclusive culture The passion and commitment of our people to our values is key to delivering our purpose and supports our growth plans. One of our key strategic priorities is to build a culture that inspires and enables our people, one in which they are empowered to drive innovation and are committed to caring for customers, patients and communities around the world. How we engage across the Group – We are committed to empowering our people by oﬀering ongoing training and diverse learning experiences that are accessible and engaging. Our goal is to support career growth and lifelong learning for all employees – Our Group-wide principles for ensuring employee health and safety are outlined in our Group Environmental, Health and Safety Policy Statement, which is available on our website www.hikma.com . We also have local policies and procedures in place – We conduct employee surveys and use this feedback to improve our performance and culture – We have an active internal communications programme to keep employees engaged and informed on Group strategy, progress, culture, values and sustainability How we engage at Board level – Nina Henderson has Board-level responsibility for employee engagement. She undertakes an active programme of engagement each year and reports formally to the Board on her ﬁndings – The Board receives regular reports on communications activities with employees, including employee surveys and events or feedback that are reported by the Chief Executive Oﬃcer Outcomes and actions – Developed an action plan that addresses employees’ concerns and needs following feedback from our ‘People Voice Survey’. Refer to ‘empowering our people’ case study for details – Ensured a smooth onboarding of our new employees as part of the Xellia acquisition integration. Key members of senior management, Injectables, R&D, investor relations and communications visited the newly acquired Zagreb site and held townhalls to answer any questions – We introduced a new Group policy that promotes diversity, reﬂecting our commitment to provide an environment that supports growth, eliminates barriers, and allows all our employees to thrive Stakeholder engagement continued Employee engagement Having a strong culture that empowers our people is a key pillar in our strategy and essential to achieving long-term success. In January 2024, we completed the ‘People Voice Survey’, which provided our employees with the platform to anonymously submit their feedback on various topics, including engagement, enablement, employee development and wellbeing. This helps us to understand what we are doing well and where we can improve. Outcomes and long-term implications The survey provided great insight. We initiated a Group action plan in response to employees’ feedback, which focused on: – enhancing career development and progression: we are introducing a new grading structure, which oﬀers clearer career levels and details on the skills needed for advancement within or across functions. This will be launched in 2025 – recognising employees and enhancing motivation: we launched our Employee Recognition Programme, Hikma Honours, which allows our people to recognise each other across locations and departments, in line with our values. It is a non-monetary programme that complements our local reward programmes and helps connect our people across our global footprint, while supporting a positive and inclusive work environment – improving wellbeing: we implemented several local and group initiatives to enhance mental, social, physical, and ﬁnancial wellbeing. These initiatives include wellness days and wellbeing beneﬁts such as supporting employees who have children with disabilities and improved access to gym facilities In addition to the Group-wide action plan, each site developed its own plan to address local needs, and managers also developed a plan speciﬁc to their team. The Board received the initial results of the survey in February 2024, and key areas for focus were identiﬁed for action. Updates to the Board were scheduled throughout the year to monitor progress and ensure implementation. Employees also received an update during the year on the key actions agreed and what had been implemented as a result. Empowering our people 26 Hikma Pharmaceuticals PLC | Annual Report 2024 1. Centers for Disease Control and Prevention available at: https://bit.ly/3u4aruA Double materiality assessment Objectives In 2024, we conducted a comprehensive double materiality assessment (DMA). This initiative was aligned with the European Sustainability Reporting Standards (ESRS) requirements, which are part of our Corporate Sustainability Reporting Directive (CSRD) obligations. Process and stakeholders engaged To identify the ESG issues most material for Hikma, we engaged a diverse group of internal and external stakeholders. This engagement was conducted through a series of workshops and interviews, either directly or indirectly via proxy. We directly engaged with key internal stakeholders, including members of the Board and the Executive Committee, and subject matter experts for health and safety, water management, human rights, anti-bribery and corruption, and communications. Additionally, we engaged with external stakeholders such as Civica Rx and the Access to Medicine Foundation. For other critical stakeholders, including our customers, patients, healthcare professionals (HCPs), communities, government and regulatory bodies, suppliers, and investors, their perspectives were gathered through proxy groups. These proxy groups refer to internal teams that work closely with and regularly engage these stakeholders, ensuring their insights and feedback were accurately represented and integrated into our decision-making processes. Aﬅer the interviews were ﬁnalised, key ﬁndings were analysed, and a prioritised list of material topics was established that will be used to update our sustainability framework in 2025. Communities and environment Our vision is to create a healthier world that enriches all our communities by developing high-quality medicines and making them accessible to those who need them. We are a responsible and sustainable company and have a duty of care towards our communities and the environment. Why is it important to engage with this group and what do they expect from us? Our communities value our eﬀorts to: – improve healthcare quality and access to medicines – strengthen educational infrastructures – support local communities and people in need – minimise our impact on the environment Since its inception, Hikma has been dedicated to transforming people’s lives by providing the medicines they need and supporting the communities where we live and work. Making positive contributions to the communities where we operate, and providing assistance to those in need, supports long-term, sustainable growth, while positively impacting society. We also strive to minimise our environmental impacts and are committed to making our operations more energy eﬃcient. How we engage across the Group – We have developed collaborative partnerships and programmes to promote positive change and address the needs of our communities. These initiatives include increasing access to medicine, supporting education and assisting refugees and low-income groups – We work internally to progress our understanding of climate-related risks and opportunities and are working to achieve our greenhouse gas emissions reduction target How we engage at Board level – The Board, through the CREC, oversees our sustainability strategy and monitors our progress against our ESG-related targets – Our Executive Vice Chairman sits on our Access to Medicine Committee, which is co-chaired by our Executive Vice President of Corporate Development and M&A – Our Executive Vice President of Strategic Planning and Global Aﬀairs, who reports directly into our CEO, oversees our sustainability team, with our newly appointed VP of Sustainability responsible for implementation of the Group sustainability strategy. More information on our sustainability eﬀorts can be found on pages 46 to 77 and on our governance and management of ESG issues on page 48 Outcomes and actions – Delivered $4.1 million in medicine donations in 2024 (value based on cost of goods) – Achieved a 15% reduction in Scope 1 and 2 GHG emissions since 2020 – Expanded our tertiary education scholarship programme, in partnership with UNHCR, bringing the total to 80 students across Jordan, Algeria, and Egypt – Conducted a comprehensive double materiality assessment. Refer to case study on page 27 for more details – Prioritised water management in water-stressed locations. Refer to page 59 for more information 27 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Government and regulators Our industry is highly regulated and we must operate in accordance with a wide range of industry and government policies and regulations, including those of the US Food and Drug Administration (FDA), the European Medicines Agency (EMA), MENA health authorities and other regulatory agencies across our markets. Why is it important to engage with this group and what do they expect from us? Our regulators expect us to: – adhere to regulatory requirements – maintain high-quality manufacturing facilities – provide safe and eﬀective medicines Quality is in everything we do and has been since our inception. We need to ensure that our quality systems operate in full compliance with the requirements of international agencies as well as domestic regulatory bodies. How we engage across the Group – We have strong internal pharmacovigilance, regulatory and quality teams who ensure our quality systems operate in full compliance with the regulatory requirements of the FDA, the EMA, MENA health authorities and other regulatory agencies across our markets – We work closely with local governments and regulatory bodies to ensure current and proposed regulations and policies support patients’ needs and our operations How we engage at Board level – The Board receives regular reports on relations with regulators, particularly from a manufacturing quality and product approval perspective, and receives an update on legal matters at each meeting – The Board oversees the Group’s risk programme and receives reports on relevant issues, which include speciﬁc principal risks covering product quality and safety and legal, regulatory and intellectual property Outcomes and actions – Engaged in shaping US generic pharmaceutical policies and legislation as a member of the Association of Accessible Medicines (AAM) trade association – Regularly engage with US elected oﬃcials and policymakers to help educate key members of Congress and their staﬀ about Hikma’s position as one of the largest US generic medicine providers, our strong and growing US manufacturing capabilities, our broad portfolio of essential medicines and our ability to help solve domestic drug shortages. Our goal is to develop and maintain supportive relationships with those who are developing and enacting legislation that strengthens the US supply of high-quality generic medicines, including those we produce – Regularly meet with governing bodies and industry regulators in MENA to understand the unmet healthcare needs in key markets and ensure our product portfolio addresses them – In 2024 we served as a silver sponsor at the ninth GCC Regulatory Aﬀairs Pharma Summit, held in Dubai. The event gathered key stakeholders from health authorities across the GCC and MENA regions, alongside representatives from both regional and international pharmaceutical sectors, fostering insightful discussions on the evolving regulatory landscape Suppliers We have an extensive global network of suppliers who provide us with the goods and services needed for us to deliver our medicines. We actively engage with our suppliers to ensure the social, ethical and environmental standards we require are upheld. Why is it important to engage with this group and what do we expect from them? We want our suppliers to: – uphold high ethical standards – operate in a responsible and sustainable manner – work collaboratively to build strong relationships Our suppliers are critical to our business, and their products and expertise support us in the delivery of high-quality medicines to patients around the world. Working together and building strong relationships not only enables us to deliver on our purpose but it also ensures we have a sustainable and resilient supply chain. Operating responsibly and ethically is vital to our long-term success, and we work with our suppliers to ensure the social and ethical standards we require are upheld. How we engage across the Group – We conduct quality audits, in line with our Group audit policy and regulatory requirements, prior to on-boarding new API suppliers and on a regular basis for our current supplier base – We reinforce our local sourcing and procurement presence in our key supplier markets to secure preferred access to capacity, innovation and pricing – We share our Supplier Code of Conduct through our supplier onboarding process, which sets out the standards we expect from all our suppliers, including fundamental principles on human rights, modern slavery and our sustainability expectations – We conduct initial and ongoing due diligence to assess third-party risks and run sustainability assessments through EcoVadis and our Hikma sustainability questionnaire, and regularly work with our suppliers to improve their sustainability maturity levels – We engage with our suppliers to understand their commitments and eﬀorts to reduce greenhouse gas (GHG) emissions as well as the future impact on our emissions How we engage at Board level – The Board receives updates on supplier issues as part of its review of operational matters – The Board oversees the Group’s risk programme and receives reports on relevant issues, which include speciﬁc principal risks covering API and third-party risk management, and ethics and compliance – The Compliance, Responsibility and Ethics Committee is responsible for direct oversight of the Group’s approach to ethical issues associated with suppliers Outcomes and actions – Through our partnership with EcoVadis and our sustainability questionnaire, we have assessed suppliers who cover over 60% of our annual procurement spend – Actively engaged with key suppliers who generate (from the purchased goods and services) just over 55% of our Scope 3 footprint – Established a dedicated process to identify suppliers at risk of modern slavery, following the creation of a specialised task force – Enhanced the use of automation in the Supplier Code of Conduct acknowledgment process, ensuring that our expectations are clearly communicated and understood before commencing collaboration Stakeholder engagement continued 28 Hikma Pharmaceuticals PLC | Annual Report 2024 Investors We maintain regular contact with investors to ensure they have a thorough understanding of our business. Our investors are largely global institutions and include both equity and debt holders. Why is it important to engage with this group and what do they expect from us? Our investors want us to: – deliver sustainable long-term value – eﬀectively communicate our long-term strategy, ﬁnancial and operational performance and growth drivers – meet industry and global standards for good Environmental, Social and Governance (ESG) practices We ensure our investors have an in-depth understanding of our operations, ﬁnancial performance, growth drivers and ESG eﬀorts. The Board receives regular updates and feedback on these activities. This helps ensure that the views of our investors are considered in the Board’s decision-making. How we engage across the Group – We maintain regular contact with our shareholders through a comprehensive investor relations (IR) programme of conferences, roadshows, meetings and site visits – We maintain regular dialogue with our debt holders and rating agencies – We communicate our strategy and ﬁnancial performance through regular ﬁnancial reporting and investor events, such as the Annual General Meeting (AGM) – A targeted external communications programme ensures we are informing key audiences on our strategic progress and impact on our communities How we engage at Board level – The Board receives regular updates on the IR programme, including investor feedback from the AGM, IR meetings and investor perception studies – The Executive Directors are informed of investor engagement activities on a regular basis – The Non-Executive Directors make themselves available to meet with investors as required in the conduct of their responsibilities (eg as Chair of a committee) and are available to shareholders at the AGM to answer related questions Outcomes and actions – Maintained regular contact with our analysts and investors to give business updates. We met with 167 investors in 2024 – Hosted a site visit for sell-side analysts and investors at our manufacturing facility in Casablanca, Morocco, which provided a deep dive into our MENA business and the opportunity to meet with the MENA leadership team – Provided EC and Board members with third-party perception studies to guage investor sentiment – Engaged in a constructive dialogue with shareholders and proxy advisers prior and following the AGM to explain the rationale behind the Rule 9 Waiver (Buyback Waiver) and address any concerns they may have At Hikma, we are committed to acting in the best interest of all our stakeholders.” 29 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Business and ﬁnancial review A strong 2024 performance, with growth in all three businesses, and a positive 2025 outlook. Thanks to our dedicated teams, we were able to deliver another year of growth. We continue to make excellent strategic progress and are in a good position for the future.” Khalid Nabilsi Chief Financial Oﬃcer Reported results (statutory) 2024 $ million 2023 $ million Change Constant currency 1 change Revenue 3,127 2,875 9% 9% Operating proﬁt 612 367 67% 71% Proﬁt attributable to shareholders 359 190 89% 98% Cashﬂow from operating activities 564 608 (7)% – Basic earnings per share (cents) 162 86 88% 98% Total dividend per share (cents) 80 72 11% – Core results 2 (underlying) 2024 $ million 2023 $ million Change Constant currency 1 change Core revenue 3,156 2,875 10% 10% Core operating proﬁt 719 707 2% 4% Core EBITDA 2 824 810 2% 4% Core proﬁt attributable to shareholders 495 492 1% 5% Core basic earnings per share (cents) 224 223 0% 4% 30 Hikma Pharmaceuticals PLC | Annual Report 2024 Strong ﬁnancial performance Double-digit Group core revenue growth, ahead of expectations – Group core revenue up 10%, including contribution from Xellia acquisition (9% organic). Reported Group revenue up 9% – Core revenue up in all three business segments – Injectables up 10%, Branded up 8% and Generics up 11%, supported by breadth of portfolio and recent launches – Growth in all regions, led by North America Core Group operating proﬁt up 2% to $719 million at a margin of 22.8% (2023: 24.6%) – Injectables core operating proﬁt up 5% with margin of 35.3% (2023: 36.9%). Excluding Xellia, Injectables core operating margin was 35.7%. Branded core operating proﬁt up 11% with margin of 24.6% (2023: 23.8%) – Generics core operating proﬁt down 11% with margin of 16.4% (2023: 20.5%), reﬂecting the expected higher royalties for our authorised generic of sodium oxybate – Group reported operating proﬁt up 67%, reﬂecting an impairment reversal in our Generics business and lower operating proﬁt in the previous year resulting from the impairment of our Sudan business and a legal settlement provision Strong cashﬂow from operating activities of $564 million (2023: $608 million) – Good operating performance slightly oﬀset by increased trade receivables reﬂecting strong sales towards the end of the year Robust balance sheet and high returns – Leverage at 1.4x net debt 3 to core EBITDA (31 December 2023: 1.2x) – Return on average invested capital of 16.9% 4 – Full-year dividend of 80 cents per share, up 11%, reﬂecting conﬁdence in our future prospects Continued strategic progress to drive future growth Invested to further expand and diversify portfolio – Acquired Xellia Pharmaceuticals’ US ﬁnished dosage form business, further strengthening the Injectables business – Agreed to acquire 17 Takeda brands licensed to Hikma, enhancing future Branded proﬁtability – Strengthened R&D, manufacturing and commercial capabilities Signed new agreements and partnerships – Expanded our Generics contract manufacturing (CMO) business with a signiﬁcant agreement with a global pharmaceutical company. Expected to start contributing meaningfully in 2027 – Entered into exclusive commercial partnership with Emergent BioSolutions in January 2025 for Kloxxado® (naloxone HCl 8mg) in the US to increase patient access to this lifesaving medicine Strong pipeline supporting consistency of new launches – 132 new product launches across the business – Launched liraglutide injection in the US, the ﬁrst approved ANDA for a generic GLP-1 referencing Victoza®, helping improve patient access to this class of medications Strong 2025 Group outlook – Group revenue growth of 4% to 6% – Group core operating proﬁt in the range of $730 million to $770 million, aﬅer an increase in investment in R&D of around 20% in 2025 Group Group core revenue was up 10% reﬂecting strong growth across all three businesses. Excluding the Xellia acquisition, Group core revenue grew 9%, ahead of our guidance range of 6% to 8%. Group reported revenue, which is stated aﬅer a $29 million provision relating to rebate adjustments following a change in prior years estimates in the US, was up 9%. Group core gross proﬁt grew 3% and core gross margin was 45.9%. The expected reduction in Generics proﬁtability relating to higher royalties on our authorised generic of sodium oxybate was more than oﬀset by a strong performance across the broader Generics portfolio as well as Injectables and Branded. Group reported operating expenses were $803 million (2023: $1,023 million). Group core operating expenses were $729 million (2023: $700 million). Reported selling, general and administrative (SG&A) expenses were $671 million (2023: $767 million). This change reﬂects the provision taken in 2023 related to a legal settlement. Core SG&A expenses were $568 million (2023: $544 million), up 4%, reﬂecting higher employee beneﬁts, legal expenses and continued investment in sales and marketing in the US. Reported and core research and development (R&D) expenses were $141 million (2023: $149 million), representing 4.5% of Group core revenue (2023: 5.2%). Reported other net operating income was $11 million (2023: $75 million expense). This change primarily reﬂects the impairment reversal related to our complex respiratory portfolio in 2024, as well as the impact in 2023 relating to the impairment charge taken on our Sudanese business. Core other net operating expenses were $18 million (2023: $4 million), primarily comprising foreign exchange- related costs in Egypt. Group reported operating proﬁt grew 67% and Group core operating proﬁt increased by 2%, with a core operating margin of 22.8%. 1. Constant currency numbers in 2024 represent reported 2024 numbers translated using 2023 exchange rates, excluding price increases in the business resulting from the devaluation of currencies 2. Core results throughout the document are presented to show the underlying performance of the Group, excluding exceptional items and other adjustments set out in Note 6 of this report. Core results are a non-IFRS measure. see page 43 for a reconciliation to reported IFRS results 3. Group net debt is calculated as Group total debt less Group total cash. Group net debt is a non-IFRS measure that includes short and long-term ﬁnancial debts (Notes 24 and 28), lease liabilities (Note 17), net of cash and cash equivalents (Note 22) and restricted cash (Note 19), if any. See page 43 for a reconciliation of Group net debt 4. Refer to page 43 for reconciliation 31 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Business and ﬁnancial review continued We supply hospitals across our markets with generic and specialty injectable products, supported by our manufacturing facilities in the US, Europe and MENA. Injectables 32 Hikma Pharmaceuticals PLC | Annual Report 2024 Injectables 2024 $ million 2023 $ million Change Constant currency change Revenue 1,306 1,203 9% 9% Core revenue 1,324 1,203 10% 10% Gross proﬁt 668 655 2% 2% Gross margin 51.1% 54.4% (3.3)pp (3.3)pp Core gross proﬁt 690 657 5% 5% Core gross margin 52.1% 54.6% (2.5)pp (2.6)pp Operating proﬁt 371 358 4% 4% Operating margin 28.4% 29.8% (1.4)pp (1.3)pp Core operating proﬁt 468 444 5% 6% Core operating margin 35.3% 36.9% (1.6)pp (1.4)pp Injectables core revenue grew 10% in 2024, beneﬁting from our broad portfolio across the three geographies, contribution from the Xellia acquisition and recent launches, including liraglutide injection, our generic GLP-1 product in the US. Excluding the Xellia impact, organic core revenue growth was 8%, at the top end of our guidance range. Injectables reported revenue grew 9%, which is stated aﬅer an $18 million provision relating to rebate adjustments following a change in prior years estimates in the US. In North America we beneﬁted from good demand for our broad portfolio, recent launches and growth in Canada, supported by $24 million sales contribution from the Xellia acquisition, which closed in September. In Europe and rest of the world (ROW) we delivered good growth across all our established and recently entered markets. Our own products grew 20%, driven by our expanding portfolio and ability to address market shortages. Our CMO business performed in line with expectations, accelerating in the second half. In MENA we saw strong growth across most of our markets, supported by new launches and good demand across our broad portfolio. Injectables core gross proﬁt grew 5% and core gross margin contracted due to product mix, which includes the slightly dilutive impact of the Xellia acquisition and an increased contribution from partnered products. Injectables reported operating proﬁt grew 4%. Injectables core operating proﬁt grew 5% and core operating margin was 35.3%. This reﬂects the change in gross proﬁt. Excluding Xellia, Injectables core operating margin was 35.7%. During the year, the Injectables business had 20 launches in North America, 16 in MENA and 53 in Europe and ROW. We submitted 137 ﬁlings to regulatory authorities across all markets. Outlook for 2025 In 2025, we expect Injectables revenue to grow in the range of 7% to 9%. We expect core operating margin to be in the mid-30s. Core revenue Core operating margin 2 024 $1,324 m 2 023 $1,203m 2 024 35.3% 2 023 36.9% Double-digit core revenue growth supported by a global growing portfolio.” 33 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Shaping a healthier world... …by investing for the future 34 Hikma Pharmaceuticals PLC | Annual Report 2024 1 IQVIA MAT November 2024, generic injectables volume by eaches, excluding branded generics and Becton Dickinson Hikma has grown to become a top three US supplier of generic injectable medicines. 1 In June 2024, following discussions with management, the Board approved the acquisition of Xellia Pharmaceuticals’ US ﬁnished dosage form business. This included a commercial portfolio and pipeline of diﬀerentiated products, a manufacturing facility in Bedford, Ohio, sales and marketing capabilities, and an R&D centre in Zagreb, Croatia. Once the Bedford facility is fully operational aﬅer refurbishment, this acquisition will signiﬁcantly expand our US Injectables manufacturing capacity and will add complex manufacturing technologies. In addition, it helps enrich our portfolio and pipeline as well as improves our ability to serve the growing needs of hospitals, healthcare professionals, and patients. We have been steadily growing our global Injectables business through a combination of strategic acquisitions, expansion of manufacturing capabilities and investment in R&D. 35 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Business and ﬁnancial review continued We supply branded generics and in-licensed patented products from our local manufacturing facilities to retail and hospital customers across the MENA region. Branded Hikma Pharmaceuticals PLC | Annual Report 2024 36 Core revenue Core operating margin 2 024 $769m 2 023 $714m 2 024 24.6% 2 023 23.8% Branded 2024 $ million 2023 $ million Change Constant currency change Revenue 769 714 8% 9% Core revenue 769 714 8% 9% Gross proﬁt 402 351 15% 15% Gross margin 52.3% 49.2% 3.1pp 2.6pp Core gross proﬁt 402 366 10% 10% Core gross margin 52.3% 51.3% 1.0pp 0.5pp Operating proﬁt 182 95 92% 108% Operating margin 23.7% 13.3% 10.4pp 12.1pp Core operating proﬁt 189 170 11% 20% Core operating margin 24.6% 23.8% 0.8pp 2.4pp Our Branded business performed very well in 2024, with good growth across most of our markets. Revenue was up 8%, at the top of our guidance range, as we beneﬁted from a growing and diversiﬁed portfolio of oncology products and medicines used to treat chronic illnesses. Branded reported gross proﬁt grew 15% and core gross proﬁt grew 10%, with core gross margin improving by a percentage point. This reﬂects an improving product mix driven by our shiﬅ towards higher value medicines. Branded reported operating proﬁt increased signiﬁcantly, reﬂecting the impact of the $69 million impairment charge and cost in relation to halting our operations in Sudan in 2023. Core operating proﬁt grew 11% and core operating margin expanded to 24.6%. This reﬂects the improvement in core gross proﬁt, which more than oﬀset the negative foreign exchange impact related to the currency devaluation in Egypt. During the year, the Branded business had 36 launches and submitted 59 ﬁlings to regulatory authorities. Revenue from in-licensed products represented 27% of Branded revenue (2023: 29%). Outlook for 2025 In 2025, we expect Branded revenue to grow in the range of 6% to 7% in constant currency. We expect core operating margin to be close to 25%. Strengthened product mix is driving increasingly proﬁtable growth.” 37 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report …by leveraging our role as a leading healthcare provider in MENA Shaping a healthier world... Hikma Pharmaceuticals PLC | Annual Report 2024 38 When Hikma was founded in 1978, its central purpose was to ﬁll a profound gap in access to high-quality aﬀordable medicines across the Middle East and North Africa region. Over the years, our journey has evolved into a story of expansive growth, all aimed at improving patient access. Today, Hikma is the second-largest pharmaceutical company in MENA by sales. 1 Our unique position in the region stems from our deep understanding of local healthcare landscapes, including the complex regulatory environment, combined with our global expertise. We have a commercial presence across 17 markets and 20 manufacturing plants, enabling us to meet the region’s healthcare needs. We have a long-term view to operating across our markets in MENA. This year, we celebrated our 30th anniversary of operating in the Algerian market. We entered in 1994 and have since built strong relations with the local healthcare community and have signiﬁcant investments in building new manufacturing capabilities. In 2006, we opened our ﬁrst manufacturing plant in the market, followed by three others, including the ﬁrst local oral oncology manufacturing plant. As we continue to enhance our leading position in MENA, we remain focused on our duty and responsibility to bring new treatments, access, and innovative solutions into the region. 1 Based on internal analysis by using data from the following source: IQVIA MIDAS® Monthly Value Sales data for Algeria, Egypt, Jordan, Kuwait, Lebanon, Morocco, Saudi Arabia, Tunisia and UAE, for the period: calendar year 2024, reﬂecting estimates of real-world activity. Copyright IQVIA. All rights reserved Financial statements Corporate governance Hikma Pharmaceuticals PLC | Annual Report 2024 Strategic report 39 Business and ﬁnancial review continued We supply oral, respiratory and other generic and specialty products to the North American retail market, leveraging our state-of-the-art manufacturing facility in Columbus, Ohio. Generics 40 Hikma Pharmaceuticals PLC | Annual Report 2024 Generics 2024 $ million 2023 $ million Change Revenue 1,026 937 9% Core revenue 1,037 937 11% Gross proﬁt 346 387 (11)% Gross margin 33.7% 41.3% (7.6)pp Core gross proﬁt 357 387 (8)% Core gross margin 34.4% 41.3% (6.9)pp Operating proﬁt 167 147 14% Operating margin 16.3% 15.7% 0.6pp Core operating proﬁt 170 192 (11)% Core operating margin 16.4% 20.5% (4.1)pp Generics core revenue grew 11% in 2024, ahead of our guidance, driven by good demand across our diﬀerentiated portfolio, particularly for our respiratory products. Generics reported revenue grew 9%, which is stated aﬅer an $11 million provision relating to rebate adjustments following a change in prior years estimates. The decrease in Generics reported and core gross proﬁt and the lower core gross margin of 34.4% was primarily due to the higher royalties on our authorised generic of sodium oxybate, when compared to last year. This was partially oﬀset by an improvement in product mix across the base business. Generics core operating proﬁt decreased, reﬂecting the reduction in gross proﬁt, which was partially oﬀset by lower sales and marketing costs. Reported operating proﬁt includes the impairment reversal related to our complex respiratory portfolio. In 2024, the Generics business launched seven products and had a record number of product submissions, with ten ﬁlings submitted to regulatory authorities, as we continue to work on further enhancing our pipeline and building diﬀerentiation in our product portfolio. Outlook for 2025 In 2025, we expect Generics revenue to be broadly ﬂat. We expect core operating margin to be around 16%. Diﬀerentiated portfolio and strong operations are driving double-digit core revenue growth.” Core revenue Core operating margin 2 024 $1,037m 2 023 $937m 2 024 16.4% 2 023 20.5% 41 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Business and ﬁnancial review continued Other businesses Other businesses, which includes our 503B compounding business, as well as Arab Medical Containers (AMC), a manufacturer of plastic specialised medicinal sterile containers, and International Pharmaceuticals Research Centre (IPRC), which conducts bio- equivalency studies, contributed revenue of $26 million in 2024 (2023: $21 million) with an operating loss of $9 million (2023: $9 million loss). We are making good progress in growing our compounding business and continue to invest in building our manufacturing and commercial compounding capabilities. Research and development Our investment in R&D of $141 million and our business development activities enable us to continue expanding the Group’s product portfolio. During 2024, we had 132 new launches and received 136 approvals. To ensure the continuous development of our product pipeline, we submitted 206 regulatory ﬁlings. 2024 submissions 1 2024 approvals 1 2024 launches 1 Injectables 137 86 89 North America 18 18 20 MENA 25 16 16 Europe & ROW 94 52 53 Branded 59 43 36 Generics 10 7 7 Total 206 136 132 Net ﬁnance expense 2024 $ million 2023 $ million Change Constant currency change Finance income 8 7 14% 14% Finance expense 167 95 76% 73% Net ﬁnance expense 159 88 81% 77% Core ﬁnance income 8 7 14% 14% Core ﬁnance expense 93 90 3% 0% Core net ﬁnance expense 85 83 2% (1)% Reported net ﬁnance expense increased to $159 million primarily due to the remeasurement of contingent consideration related to business combinations. Core net ﬁnance expense increased to $85 million (2023: $83 million), reﬂecting borrowing to ﬁnance the Xellia acquisition. We expect core net ﬁnance expense to be between $90 million to $95 million in 2025. 2 Tax The Group incurred a reported tax expense of $93 million (2023: $89 million) and a reported eﬀective tax rate of 20.4% (2023: 31.7%). Excluding the tax impact of exceptional items and other adjustments, Group core tax expense was $138 million (2023: $131 million). The core eﬀective tax rate was 21.7% (2023: 20.9%). We expect the Group core eﬀective tax rate to be around 22% in 2025. Proﬁt attributable to shareholders and earnings per share Reported proﬁt attributable to shareholders was $359 million (2023: $190 million). Core proﬁt attributable to shareholders was $495 million (2023: $492 million). Reported basic earnings per share was 162 cents (2023: 86 cents). Core basic earnings per share was 224 cents (2023: 223 cents). Dividend The Board is recommending a ﬁnal dividend of 48 cents per share (2023: 47 cents per share) bringing the total dividend for the full year to 80 cents per share (2023: 72 cents per share). The proposed dividend will be paid on 1 May 2025 to eligible shareholders on the register at the close of business on 21 March 2025, subject to approval at the Annual General Meeting on 24 April 2025. Net cash ﬂow, working capital and net debt The Group generated operating cash ﬂow of $564 million (2023: $608 million). This change primarily reﬂects increased trade receivables reﬂecting strong sales towards the end of the year. Group working capital days were 240 at 31 December 2024. Compared to the position on 31 December 2023, Group working capital days decreased by three days from 243 days. Capital expenditure was $165 million (2023: $169 million). In the US, $49 million was spent on upgrades, new technologies and capacity expansion across our Cherry Hill and Columbus sites. In MENA, $80 million was spent strengthening and expanding our local manufacturing capabilities, including for general formulations in Tunisia and Algeria, as well as strengthening our oral oncology capabilities in Algeria. In Europe, we spent $36 million enhancing our manufacturing capabilities, including adding lyophilisation capacity in Portugal. We expect Group capital expenditure to be in the range of $170 million to $190 million in 2025. The Group’s total debt was $1,306 million at 31 December 2024 (31 December 2023: $1,191 million). The Group’s cash balance at 31 December 2024 was $188 million (31 December 2023: $215 million). The Group’s net debt was $1,118 million at 31 December 2024 (31 December 2023: $976 million). We continue to have a healthy balance sheet, with a net debt to core EBITDA ratio of 1.4x (31 December 2023: 1.2x). Net assets Net assets at 31 December 2024 were $2,321 million (31 December 2023: $2,209 million). Net current assets were $285 million (31 December 2023: $761 million). This primarily reﬂects the reclassiﬁcation of the ﬁve-year Eurobond, which matures on 9 July 2025, as short-term ﬁnancial debt. Deﬁnitions We use a number of non-IFRS measures to report and monitor the performance of our business. Management uses these adjusted numbers internally to measure our progress and for setting performance targets. We also present these numbers, alongside our reported results, to external audiences to help them understand the underlying performance of our business. Our core numbers may be calculated diﬀerently to other companies. Adjusted measures are not substitutable for IFRS results and should not be considered superior to results presented in accordance with IFRS. 1. Pipeline projects submitted, approved and launched by country in 2024. MENA numbers include only the ﬁve major markets (Algeria, KSA, Egypt, Morocco and Jordan) 2. Based on the composition of the Group’s net debt portfolio as at 31 December 2024, a one percentage point increase/decrease in interest rates would result in a $6 million increase/decrease in net ﬁnance cost per year (2023: $3 million increase/decrease) 42 Hikma Pharmaceuticals PLC | Annual Report 2024 Core results Reported results represent the Group’s overall performance. However, these results can include one-oﬀ or non-cash items which are excluded when assessing the underlying performance of the Group. To provide a more complete picture of the Group’s performance to external audiences, we provide, alongside our reported results, core results, which are a non-IFRS measure. Our core results exclude the exceptional items and other adjustments set out in Note 6. Constant currency As the majority of our business is conducted in the US, we present our results in US dollars. For both our Branded and Injectables businesses, a proportion of their sales are denominated in a currency other than the US dollar. In order to illustrate the underlying performance of these businesses, we include information on our results in constant currency. Constant currency numbers in 2024 represent reported 2024 numbers translated using 2023 exchange rates, excluding price increases in the business resulting from the devaluation of currencies. Core EBITDA Core EBITDA is earnings before interest, tax, depreciation, amortisation, adjusted for exceptional items and other adjustments (Note 6). 2024 $ million 2023 $ million Reported operating proﬁt 612 367 Depreciation and impairment charges/ reversals in relation to property, plant and equipment 96 110 Impairment reversals on property, plant and equipment (16) – Amortisation and impairment charges in relation to intangible assets 122 131 Impairment reversal on intangible assets (44) – Depreciation and impairment charges in relation to right-of-use assets 10 18 Reorganisation costs 11 – Pre-production set-up costs 4 – Provision for rebates adjustment 29 – Provision related to expected North America opioid legal settlement – 129 Provision against inventory related to halted operations in Sudan – 17 Impairment charge on ﬁnancial assets – 29 Impairment charge on other current assets – 2 Cost from halted operations in Sudan – 7 Core EBITDA 824 810 Working capital days We believe Group working capital days provides a useful measure of the Group’s working capital management and liquidity. Group working capital days are calculated as Group receivable days plus Group inventory days, less Group payable days. Group receivable days are calculated as Group trade receivables x 365, divided by 12 months Group revenue. Group inventory days are calculated as Group inventory x 365, divided by 12 months Group cost of sales. Group payable days are calculated as Group trade payables x 365, divided by 12 months Group cost of sales. Group net debt We believe Group net debt is a useful measure of the strength of the Group ﬁnancial position. Group net debt includes short and long-term ﬁnancial debts (Notes 24 and 28), lease liabilities (Note 17), net of cash and cash equivalents (Note 22) and restricted cash (Note 19), if any. Group net debt 31 Dec 2024 $ million 31 Dec 2023 $ million Short-term ﬁnancial debts (642) (150) Short-term leases liabilities (11) (11) Long-term ﬁnancial debts (607) (975) Long-term leases liabilities (46) (55) Total debt (1,306) (1,191) Cash and cash equivalents 188 205 Restricted cash – 10 Net debt (1,118) (976) ROIC ROIC is calculated as core operating proﬁt aﬅer tax divided by the average invested capital (calculated as the average of the opening and closing total equity plus net debt). This measures our eﬃciency in allocating capital to proﬁtable investments. ROIC $ million 2024 2023 Core operating proﬁt 719 707 Total tax (158) (144) Core operating proﬁt aﬅer tax 561 563 Net debt 1,118 976 Equity 2,321 2,209 Invested capital (at 31 December) 3,439 3,185 Invested capital (at 1 January) 3,185 3,161 Average invested capital 3,312 3,173 ROIC 16.9% 17.7% 43 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report 44 Hikma Pharmaceuticals PLC | Annual Report 2024 44 Sustainability 46 Acting responsibly 50 Advancing health and wellbeing 54 Empowering our people 56 Protecting the environment 60 Building trust through quality in everything we do 62 Aligning with the Task Force for Climate-related Financial Disclosures (TCFD) Financial statements Corporate governance Strategic report Hikma Pharmaceuticals PLC | Annual Report 2024 45 Adapting to evolving patient needs As a manufacturer of generic medicines, we recognise our role in responding to evolving patient needs that are driven by factors such as climate change, changing demographics and socio-economic development. Climate change is among the most signiﬁcant health threats globally. It is expected to create both direct health impacts through heat waves, droughts, and other extreme weather events, as well as indirect health impacts such as increased prevalence of vector-borne and respiratory diseases, food and water insecurity, undernutrition, and forced displacements. Additionally, population demographics are inﬂuencing disease prevalence, with ageing populations and urbanisation contributing to shiﬅs in health needs and challenges. In addition, economic and inﬂationary challenges are making healthcare less accessible to patients. We recognise our role in mitigating the health-related impacts of these challenges. We do so by prioritising the availability and access of medicines, addressing and anticipating national health priorities and evolving patient needs, and working within our markets to launch more products and strengthen the resilience of healthcare systems. Acting responsibly at Hikma Being a responsible organisation and advancing our sustainability agenda is integral to how we do business. Pursuing a strong sustainability strategy helps to create long-term value for both Hikma and our stakeholders and supports our purpose of putting better health within reach, every day We remain focused on the sustainability topics that are most material to our business success, as well as those that are most relevant to our key stakeholders. These material issues form the basis of our sustainability framework and strategy, and we align our business with these priorities. In 2024, we conducted a double materiality assessment (DMA) and will update our framework and strategy according to the DMA ﬁndings in 2025. More information on the DMA is available on page 48. Our Acting Responsibly framework consists of four pillars: – Advancing health and wellbeing – Empowering our people – Protecting the environment – Building trust through quality in everything we do This section outlines how we address our most material sustainability issues and highlights some of the major activities, milestones, and achievements we have made throughout the year. More information on sustainability will be provided in our upcoming Sustainability Report 2024. For more information visit www.hikma.com/sustainability 46 Hikma Pharmaceuticals PLC | Annual Report 2024 Advancing health and wellbeing Empowering our people Protecting the environment Building trust through quality in everything we do Providing better healthcare and supporting our communities – Access to medicines – Corporate social responsibility – Providing better health – Supporting education – Helping people in need Shaping an inclusive culture where everyone can thrive – Recruitment, retention and promotion – Progress and belonging – Ensuring health and safety Minimising our impact on the planet – Reduction of greenhouse gas emissions (GHG) – Sustainable supply chain – Water management – Waste management Upholding ethical standards and acting with integrity – Ethics and compliance – Product quality and safety – Corporate governance $4.1m cost of our donated medicines 245+ Employees trained through Multipliers and Blanchard leadership programmes 15% Reduction achieved in our Scope 1 and 2 emissions since the 2020 base year 10 Maintaining membership in the FTSE4Good for ten consecutive years Read more on page 50 Read more on page 54 Read more on page 56 Read more on page 60 47 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Acting responsibly at Hikma continued We prioritise sustainability issues that are most impactful, create shared value for our business and stakeholders, mitigate business risks, and ensure we continue to operate responsibly and ethically. Our sustainability framework was developed through an internal materiality assessment that integrated both current and anticipated legislative requirements and best practices. Global sustainability standards such as GRI, sector-speciﬁc standards as outlined by SASB, and ratings frameworks including MSCI, Sustainalytics, and FTSE4Good are all considered to help us fully understand material issues from an external perspective. We take into account the perspectives of all our key stakeholders on ESG matters, including investors, patients and healthcare professionals, employees, customers, communities, governments, regulators, and suppliers. In 2024, we conducted a double materiality assessment (DMA) as part of our broader sustainability strategy and with the purpose of refreshing our material ESG issues, updating our sustainability framework, and preparing for compliance with European Sustainability Reporting Standards (ESRS) materiality requirements that are part of our Corporate Sustainability Reporting Directive (CSRD) obligations. The DMA results emphasised our material ESG issues, the most signiﬁcant of which are Product Quality and Patient Safety and Access to Medicines. As part of our continued focus on sustainability, we will integrate the DMA results into our sustainability framework. We also put new targets in place to drive emissions reduction and water-use eﬃciency which are tied to Executive Remuneration. See page 56 for more details. Governance of sustainability Board of Directors Overarching oversight of sustainability Executive Committee Leadership and alignment of sustainability with corporate strategy Sustainability team Executive Sponsor-led: Steer and coordination ESG Committee: Access to Medicine ESG Committee: Environmental Sustainability Global functions and site management teams Employee networks Prioritising the right issues 48 Hikma Pharmaceuticals PLC | Annual Report 2024 We are proactive in assessing and ensuring our preparedness with evolving regulations, obligations and best practices around the management and reporting of ESG issues. There are several regulatory developments that we have identiﬁed that will impact our reporting in future years. Corporate Sustainability Reporting Directive (CSRD) In 2023, the CSRD entered into force and established a harmonised sustainability reporting regime for companies operating in the European Union. Companies that are within the scope of CSRD have to report on relevant disclosure requirements from the 12 European Sustainability Reporting Standards (ESRS) for material sustainability matters and comply with the EU Taxonomy Directive. We are preparing to report in alignment with CSRD at the Group level. To align with CSRD requirements, in 2024 we have focused on conducting a double materiality assessment and increasing our overall preparedness. We will continue preparing for compliance with CSRD reporting timelines, with the ﬁrst ﬁnancial year requiring reporting (for certain Hikma EU entities) being 2025. We are monitoring the EU Omnibus Initiative and the potential impacts it will have on CSRD reporting requirements and timelines and will amend our approach accordingly. UK Sustainability Reporting Standards (SRS) and IFRS Sustainability Disclosure Standards The UK SRS will set out corporate disclosures for UK-based companies and is expected to be published in 2025, subject to the outcome of a public consultation. SRS disclosures will form the basis for UK companies to report on sustainability-related risks and opportunities. SRS is using the International Financial Reporting Standards (IFRS) Sustainability Disclosure Standards as a baseline to develop their reporting framework, which our teams consider when developing our ESG reporting. The IFRS includes both the International Sustainability Standards Board (ISSB) and Task Force on Climate-Related Financial Disclosures (TCFD) reporting standards. CDP Climate Change and Water We have been reporting in alignment with CDP Climate Change since 2010 and introduced CDP Water Security reporting in 2024. We will disclose more details about our CDP scores in our 2024 Sustainability Report (published in Q2 2025) and will continue to enhance our reporting and governance of climate change and water security issues. Our alignment with evolving stakeholder expectations Expectations around sustainability reporting among stakeholders such as regulators, investors, customers and others continue to evolve. We align our reporting and disclosures with these frameworks where the information is most relevant for our internal and external stakeholders. We also use standards such as GRI and SASB to facilitate the comparability of our ESG performance with those of our industry peers. Our climate-related disclosures are disclosed in alignment with the Greenhouse Gas (GHG) Protocol and will ensure that our GHG accounting maintains alignment following its expected 2025 Corporate Standard update. We have prioritised a set of metrics to monitor internally including those related to employee health and safety (such as Lost time incidents and Lost time incident rate), emissions, water and waste management. We are reﬁning data integrity and quality to ensure key metrics are measured and disclosed with a robust level of assurance. We have completed our DMA and will be using the results to update our ‘Acting Responsibly’ framework in 2025. Sustainability reporting readiness Achieved an ESG rating score of BBB Ranked in the 11th percentile of the Pharmaceuticals sub-industry (where ﬁrst is lowest risk) Constituents since 2014 Achieved a score of B for CDP Water 2024 Signatory to the United Nations Global Compact Supporters of the UN Sustainable Development Goals Signatory to the United Nations Women’s Empowerment Principles Signatory to the Modern Slavery Act Our sustainability performance and commitments 49 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Access to medicines At Hikma, we work to enhance lives by ensuring access to aﬀordable, high-quality medicines. This is at the heart of our corporate purpose: putting better health within reach, every day. We fulﬁl our purpose by developing and launching high-quality products at competitive prices across our markets, by expanding production capacity, and by entering new markets. We also work with patients, healthcare providers and other stakeholders to assist patients and enable a more robust healthcare ecosystem. More information summarising our approach to access to medicine can be found in the sustainability section of our website. Governance We have in place an Access to Medicine Committee chaired by two members of the Executive Committee, the Executive Vice Chairman and President of MENA, who also sits on the Board of Directors, and the EVP, Corporate Development and M&A. The aim of the Committee is to strengthen collaboration across our business in promoting equitable access and improving the patient journey. During the year, we explored across our business the ways in which we can bring equitable access to medicines for patients. In 2025, we will work to improve reporting and communication around access and patient impacts by measuring and disclosing metrics related to the issue. MENA We operate 20 manufacturing plants in MENA and are completing new injectable plants in Algeria and Morocco. We are now the second largest pharmaceutical company by sales1 and we continue to expand our local manufacturing capacity to ensure patients have access to critical medicines throughout the region. Across the region, our areas of focus align closely with national healthcare priorities and disease burdens, and we work with relevant stakeholders to strengthen national healthcare systems. Our commercial teams regularly collaborate with doctors, clinicians, and pharmacists to improve disease awareness, healthcare standards, and access to quality medical care in the region. North America In the US, we are the seventh largest generic medicines manufacturer.2 We supply a broad range of injectable and non-injectable products to patients in the US and, more recently, in Canada. We operate manufacturing, R&D, and distribution facilities across New Jersey and Ohio and are a leading provider of oral solid, liquid, and nasal generic medicines distributed to patients through pharmacies, hospitals, health beneﬁts programmes, and other customers. We are also a top three manufacturer of injectable medicines by volume 3 and operate a sterile compounding business focused on providing high-quality, ready-to-administer injectable medications that are customised to the speciﬁc needs of hospital patients in the US. Our work also involves coordination with policymakers to better address persistent drug shortages and to align our domestic production with the needs of patients and medicine availability. Working with partners such as the Remedy Alliance is ensuring the alleviation of common barriers such as supply and price for patients. Europe We manufacture sterile injectable products in Portugal, Italy and Germany which supply our global markets. We continue to grow, acquiring a new R&D centre in Croatia and expanding our capacity in Portugal. We also sell injectable medicines across Europe, with a commercial presence in Germany, Italy, France, Spain, the UK and Portugal. Providing better healthcare and supporting our communities Advancing health and wellbeing 1. Based on internal analysis by using data from the following source: IQVIA MIDAS® Monthly Value Sales data for Algeria, Egypt, Jordan, Kuwait, Lebanon, Morocco, Saudi Arabia, Tunisia and UAE, for the period: calendar year 2024, reﬂecting estimates of real-world activity. Copyright IQVIA. All rights reserved 2. IQVIA MAT November 2024, includes all generic injectable and generic non-injectable products by sales 3. IQVIA MAT November 2024, generic injectable volumes by eaches, excluding branded generics and Becton Dickinson Acting responsibly at Hikma continued We work to enhance lives by ensuring access to aﬀordable, high-quality medicines.” 50 Hikma Pharmaceuticals PLC | Annual Report 2024 Medicine donation programme We partner with local and international NGOs such as Direct Relief and Jordan Hashemite Charity Organization (JHCO), donating medicine to patients in need and providing aid and relief to those impacted by natural disasters and conﬂicts. Through our programmes, we are able to ensure urgent care reaches underserved population segments, such as low-income groups, displaced persons and those lacking suﬃcient medical coverage. Medicine donations (COGS) $m 2 024 $4.1 m 2 023 $4.9 m 2 022 $4.3m Hikma community health initiative Naloxone training events help build understanding of this vital tool that individuals, families, ﬁrst responders and communities can quickly use to reverse overdoses and save lives.” During 2024 we continued our long- standing commitment to working with government oﬃcials, health care providers, non-proﬁt organisations and the public health community to increase the accessibility of the overdose reversal medicine naloxone. The US Centers for Disease Control and Prevention (CDC) estimates that more than 107,000 Americans died from drug overdoses in 2023, with many deaths attributed to illicit fentanyl. As a US-based manufacturer of multiple forms of overdose reversal medicines and treatments for opioid use disorder, Hikma is proud to have donated more than 600,000 doses of naloxone over the last three years. Through our Hikma Community Health initiative, we partner with those on the frontlines of the overdose public health emergency across the US In 2024, we partnered with US state government bodies and community organisations to expand access to our naloxone portfolio and provided a Co-Pay Assistance Programme for eligible individuals, further increasing access and decreasing out-of-pocket costs for this life-saving medication. We also supported multiple overdose awareness days and naloxone training events with community partners and government leaders. 51 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Acting responsibly at Hikma continued Community engagement is central to our sustainability agenda. We organise activities across our global footprint to address social and economic challenges facing our communities, and empower our employees with opportunities to make positive and meaningful change. Community outreach Providing better health We work to address unmet healthcare needs by conducting community outreach and providing in-kind medicine donations to patients in need Supporting education We are committed to providing our people and communities with opportunities to realise their full potential through continuous learning and development Helping people in need We believe in supporting the communities in which we live and work through local non-proﬁt sponsorships and empowering our employees to support our neighbours in need Where we focus Community outreach highlights 4,700+ volunteers 10,600+ volunteering hours 98 partners globally $3.9m charitable donations Providing access to clean water for families in Egypt In 2024, we expanded our eﬀort to provide access to clean water for people in Egypt The project, completed in partnership with Al-Orman Association and focusing on the Fayoum Governorate, will directly beneﬁt more than 1,400 people by providing them with sustainable access to clean water. This project builds on the success of our 2022 water access project through which we funded the construction of water wells and enabled ﬁve families to receive access to clean water. Providing better health 52 Hikma Pharmaceuticals PLC | Annual Report 2024 Helping people in need Supporting food banks for those in need Providing healthy meals for people in our communities Since 2020, our US locations have collaborated with local food banks and pantries to assist community members in need. Given the various ﬁnancial challenges faced by communities, more and more people are ﬁnding access to free meals essential as they try to make ends meet. We continue to support our partners ﬁnancially and adapt our programmes to their needs, including organising volunteer activities, fundraisers, and donations. In 2024, Hikma reinforced its dedication by becoming the Fresh Food Sponsor for The Emergency Assistance Center (TEAC), aiding those facing food insecurity. We supplied a variety of fresh produce and other essential food items. Overall, Hikma contributed over 160,000 meals to food banks across the United States. Supporting education Supporting education for displaced persons Since 2021, Hikma Pharmaceuticals has been supporting UNHCR, the UN Refugee Agency through their Albert Einstein German Academic Refugee Initiative (DAFI). The DAFI programme oﬀers scholarships to refugees, providing an opportunity to attain higher education In 2024, we expanded our tertiary education scholarship programme to include 40 more students, bringing the total to 80 in Jordan, Algeria, and Egypt. This support enables talented refugees to access higher education, transforming lives and beneﬁting families and communities. Hikma’s support has improved the long-term stability of refugee-hosting communities and contributed to development in host and origin countries. Additionally, in 2024, Hikma funded two DAFI scholars joining an Innovation Camp to learn about social entrepreneurship and develop impactful initiatives. © UNHCR/Claire Thomas 160,000 meals contributed by Hikma to food banks across the US 53 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Shaping an inclusive culture where everyone can thrive Empowering our people Employee wellbeing and health and safety We are committed to our people and to ensuring that the employee experience improves over time. The feedback of our people is consistently taken into consideration, including through the People Voice Survey. The survey ﬁndings guide our approach to employee engagement and wellbeing. Our ambition is to foster an inclusive environment where every employee feels like they truly belong. We continue to prioritise the health and safety of our people. Our Group Environmental Health and Safety policy statement, updated in 2024, strengthened and standardised our approach to ensuring the wellbeing of our employees and other workers at our locations globally. In 2024, we rolled out global initiatives focused on the physical, mental and emotional health of our people. These include mental health and mindfulness webinars for employees, enhanced workspaces for pregnant employees and wellness days focused on nutritional and physical awareness. Acting responsibly at Hikma continued In 2024, we rolled out global initiatives focused on the physical and mental health of our people.” 54 Hikma Pharmaceuticals PLC | Annual Report 2024 Investing in our people At Hikma, we focus on learning and development to improve the capabilities of our employees and enhance their career potential. In 2024, we continued to roll out our Leadership Development Programme, which is designed to help improve and build employees’ managerial skills. It includes a 360-degree feedback assessment and a comprehensive 12-month development plan. This year, 246 employees across our markets took part in this programme. Strengthening our culture of progress and belonging We believe that a diversity of views, experiences, and backgrounds strengthens the eﬀectiveness of our workforce and supports our ability to successfully deliver our purpose and strategy. We remain committed to promoting our culture of progress and belonging, which provides all employees with opportunities for personal and professional growth. We believe in fostering an inclusive workplace where all employees feel they belong, and as they grow and develop, so does Hikma. In 2024, we introduced a new policy that reﬂects our commitment to maintaining a workplace where everyone can be themselves and achieve their potential, and ensures our company represents the communities that we serve. We also introduced a comprehensive training programme for managers and employees through which our people can further their understanding of the beneﬁts of our inclusive culture and our commitment to these values. Extending support to employees with children facing disability During the year, we established a support system for employees with children facing disability At Hikma, part of how we embody our value of caring is by extending support to our employees and their families when they are in need. Recognising the challenges faced by employees with children who have disabilities, Hikma introduced a targeted ﬁnancial support initiative in 2024. This program has already beneﬁted over 25 employees, particularly in regions where government assistance is limited. By providing ﬁnancial aid for therapy, specialised education, and essential equipment, this initiative eases the emotional and economic burdens on our employees. It reﬂects our commitment to holistic wellbeing, ensuring our people feel supported both at work and in their personal lives, fostering a culture of belonging. 55 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Acting responsibly at Hikma continued Minimising our impact on the planet Protecting the environment We are committed to making our operations greener and to improving our environmental performance In 2024, our Scope 1 and 2 emissions (market-based) measured 123,307 tonnes of carbon dioxide equivalent (tCO 2 e), maintaining a 15% emissions decrease from our 2020 base year.1 During the year, we developed solar energy generation capacity in Jordan, Morocco and Saudi Arabia, and pursued energy eﬃciency measures globally. Continuous investments in energy eﬃciency, cleaner technologies and renewable energy generation has helped us maintain a stable emissions footprint even as we pursue signiﬁcant site expansions and production increases. Nonetheless, we remain committed to our goal of reducing emissions by 25% by 2030. Our Scope 1 and 2 emissions reduction target In 2021, we put in place a target to reduce our Scope 1 and 2 GHG emissions by 25% by 2030, using a 2020 baseline and market- based calculations. The target was developed using the absolute contraction approach and is in line with the Paris Climate Agreement’s well-below 2°C scenario. We are making good progress towards achieving our target. Compared to our base year (2020), our 2024 Scope 1 and 2 emissions have decreased by 15%. We have achieved emissions reductions largely through the expansion of green electricity procurement in all of our European facilities and through investments in renewable energy infrastructure and other initiatives to improve energy eﬃciency across our sites. Methodology and assurance We quantify and report our organisational GHG emissions in alignment with the World Resources Institute’s Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, and in alignment with the Scope 2 guidance. We consolidate our organisational boundary according to the operational control approach, as described in the GHG Protocol Reporting Standard. This includes all our facilities and locations where we have operational control. For reporting in this Annual Report, we have used data from January to September of 2024 and estimated quantities for October to December 2024. Our Sustainability Report, published later in 2025, will contain updated emissions and environmental data for full-year 2024. More information on our data management methodology can be found here www.hikma.com/responsibility. Target 2024 Progress Status Our aim for 2025 By 2030, reduce our scope 1 and scope 2 emissions by 25% (baseline: 2020) We invest in energy eﬃciency and renewable energy generation, which enables us to minimise our emissions while continuing to grow as an organisation Continue to pursue renewable energy and energy eﬃciency solutions and explore long-term green energy procurement opportunities where we operate By 2026, revise long- term carbon reduction targets and implement key renewable energy projects Idenﬁtied and implemented opportunities to improve energy eﬃciency and reduce carbon emissions and identiﬁed key renewable energy projects Continue eﬀorts to drive eﬃciency and emissions reductions and to begin implementation of key renewable energy projects By 2028, deliver key aspects of the ISO 46001 water eﬃciency management system in the MENA region Conducted site-level assessments to identify opportunities to improve water management Begin implementation of water stewardship standards at relevant sites Timeframe: Long-term Short-term Status: Achieved On track Partially achieved 1. Our 2024 reported ﬁgures for energy and emissions are based on actual consumption for Q1-Q3 and a Q4 estimation as explained in the Methodology and assurance section. Locations relevant to the Xellia acquisition have been included in our GHG and energy footprint from the formal date of acquisition, as we do not currently consider the acquisition to be a signiﬁcant structural change, based on the principles of the GHG Protocol Corporate Standard 56 Hikma Pharmaceuticals PLC | Annual Report 2024 We have internal sustainability reporting criteria for key metrics that guide our sustainability reporting. The criteria deﬁne our reporting boundary and conditions for restatements, and establish a uniﬁed hierarchy for estimating consumption where actual data are not available. Our emissions calculation does not contain any material omissions, as determined by the reasonable level of assurance received on this data. In some cases, where any month’s data is missing, it has been estimated using the following methodology: using data from one year prior to the month to be estimated or previous year as proxy, calculate an average daily consumption over that period and apply that to the number of days within the month to be estimated. EcoAct was engaged by Hikma to provide independent third-party reasonable veriﬁcation of its direct (Scope 1) and indirect (Scope 2 and selected Scope 3) GHG emissions, as detailed in this report. Based on the data and information provided by Hikma and the processes and procedures followed, it is EcoAct’s veriﬁcation opinion that the following GHG emissions totals are fairly stated and free from material error for 2024. Veriﬁed emissions by EcoAct include: – Scope 1 emissions – Combustion of gaseous fuels (natural gas, diesel, petrol and LPG) Fugitive refrigerant gases – Scope 2 emissions – Purchased electricity consumption (location and market-based) – Scope 3 emissions – Emissions including Category 3: fuel and energy related activities not included in Scope 1 or Scope 2 (FERA), Category 5: Waste generated in operations (including water), and Category 7: Employee commuting UK emissions The Group operates one location within the United Kingdom, where we are listed, which is an oﬃce building that is managed by a third party. During the year, the UK site consumed 891 MWh of energy, which is equivalent to 194 tCO 2 e. The energy consumption is measured by meter readings provided by the managing agent and relates to electricity and gas used for heating, cooling and general oﬃce power. Reported fuel use between 2020 and 2024 for the UK was an estimate that was developed based on employee headcount. The Group does not provide transport within the UK other than via private hire vehicles for which consumption data is not available. GHG emissions: Scope 3 We began measuring our indirect, Scope 3 emissions in 2021, prioritising the oversight of emissions most relevant to our business. We continue to reﬁne the quality of our emissions measurements and engage with our suppliers to better understand their commitments to emission reductions. In 2024, the change in emissions from the Purchased Goods & Services category was primarily driven by our team’s continuous eﬀorts to enhance the accuracy and reliability of our Scope 3 reporting. A key milestone was the adoption of supplier- speciﬁc emission factors, enabling us to capture real emissions data rather than GHG emissions (tCO 2 e) 2020 (base year) 2022 2023 1 2024 2 Scope 1 – Combustion of fuel and operation of facilities 47,372 42,346 43,830 37,625 Scope 2 (market-based) – Electricity 97,527 78,140 79,897 85,682 Total Scope 1 and 2 emissions (market-based) 144,899 120,486 123,727 123,307 Year-on-year change in Scope 1 and 2 emissions (market-based) N/A (10%) 3% 0% Change in Scope 1 and 2 emissions (market-based) since base year 2020 N/A (17%) (15%) (15%) Scope 2 (location-based) – Electricity 94,949 79,601 83,536 89,247 GHG emissions (tCO 2 e) 2024 123,307 37,625 85,682 2023 123,727 2022 120,486 2020 (base year) 144,899 43,830 79,897 78,140 47,372 97,527 42,346 Scope 1 Scope 2 1. Our 2023 reported ﬁgures for emissions reﬂect full year actual values as reported in our Sustainability Report 2023 2. Our 2024 reported ﬁgures for energy and emissions are based on actual consumption for Q1-Q3 and a Q4 estimation as explained in the Methodology and assurance section. Locations relevant to the Xellia acquisition have been included in our GHG and energy footprint from the formal date of acquisition, as we do not currently consider the acquisition to be a signiﬁcant structural change, based on the principles of the GHG Protocol Corporate Standard UK emissions (as a percentage of Group Scope 1 and 2 emissions) 0.16% 57 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Acting responsibly at Hikma continued relying on database averages. This shiﬅ not only improved precision but also reﬂected the impact of suppliers’ own decarbonisation initiatives. In 2024, we reﬁned our methodology by correctly categorising employees using private cars versus those utilising company- provided transportation (reported under Scope 2). This adjustment ensures more precise calculations and is reﬂected in the reduction in Employee Commuting. We also intensiﬁed our focus on reﬁning data quality by transitioning more categories— most notably packaging materials for devices—from a monetary-based to a quantity-based calculation approach. As a result of internal analyses conducted during the year, we revised our upstream and downstream reporting methodology and will introduce Category 9: Downstream transportation and distribution in future reports. Furthermore, the overall reduction in emissions was also inﬂuenced by a decrease in direct spend and a shiﬅ towards markets with lower emission coeﬃcients, primarily due to reduced sourcing from China. Assurance of Scope 3 emissions data For calculation of the remaining Scope 3 categories (Category 1: Purchase of goods and services, Category 2: Capital goods, Category 4: Upstream transportation and distribution, and Category 6: Business Travel), we worked with an external third party, Sievo Oy, to assess our carbon footprint for these categories. Sievo has contracted Ernst & Young (EY) under a ‘limited assurance engagement’, as deﬁned by International Standards on Assurance Engagements 3000 (ISAE 3000) to report on the methodology and the emission factors used behind the ‘CO 2 Analytics’ tool (the Tool) as of 2023. The full veriﬁcation statements can be found here: www.hikma.com/sustainability . Sustainable supply chain Through our partnership with EcoVadis and the use of our internally developed sustainability questionnaire, we are further enhancing our understanding of the sustainability maturity of our suppliers, currently covering over 60% of our annual spend. We actively engage with suppliers identiﬁed as having ﬂagged risks, requesting and supporting the implementation of recommended corrective action plans. Notably, we have already observed improvements among suppliers who have been reassessed aﬅer taking corrective actions. Our goal is to continue to leverage both EcoVadis and our sustainability questionnaire to increase the proportion of major spend suppliers that are screened for sustainability criteria and continue to monitor and improve the mapping of Scope 3 emissions. We continued our eﬀorts to proactively engage with our procurement community and key suppliers to raise awareness about the sustainability maturity levels of our supply base. Our eﬀorts included targeted outreach to mostly primary materials suppliers, encompassing those who represent just over 55% of Hikma’s Scope 3 emissions footprint. These direct engagements provide insights into their carbon reduction and energy eﬃciency goals. They also highlight opportunities for collaboration projects aimed at reducing our own carbon footprint. Looking ahead, we aim to expand the application of sustainability criteria to a larger proportion of our key suppliers. This will be achieved through collaboration with EcoVadis and, if needed, by leveraging Hikma’s own sustainability questionnaire for selected suppliers. This approach reﬂects our ongoing commitment to fostering sustainable practices and promoting responsible business operations across our supply chain. All our suppliers, both new and existing, undergo thorough assessment through our third-party Moody’s platform to ensure compliance with comprehensive due diligence protocols. As part of this process, we evaluate all suppliers for any potential risks, including but not limited to ﬁnancial stability, modern slavery, and ethical practices. Our due diligence monitoring is ongoing, ensuring that all vendors—whether newly onboarded or long-standing partners—are consistently subject to our third-party risk management process. Our cross-functional Modern Slavery Task Force, comprising members from procurement, legal, and compliance, continue to implement our thorough risk-based approach in assessing risk for all forms of modern slavery. Through this approach, we identiﬁed certain suppliers with potential risks and issued additional modern slavery questionnaires for further assessment, while also leveraging EcoVadis. We actively engaged with these suppliers, working closely to ensure their responses were comprehensive and addressing any concerns to conﬁrm that no viable risks remain. Looking ahead, our approach will continue to be implemented, ensuring it remains aligned with evolving best practices and legal standards. Energy consumption (MWh) 2020 (base year) 2022 2023 2024 1 UK Rest of the world Total UK Rest of the world Total UK Rest of the world Total UK Rest of the world Total Electricity 129 223,634 223,763 116 247,011 247,127 167 217,653 217,820 168 236,151 236,319 Fuels 871 217,644 210,528 882 178,326 210,528 882 212,731 213,613 723 183,758 184,481 Emissions intensity by revenue 2 (tCO 2 e / $m revenue) 2022 2023 2024 Scope 1 and 2 emissions (market-based) / revenue 47.9 43.0 39.1 Scope 1 and 2 emissions (location-based) / revenue 48.4 44.3 40.2 1. Our 2024 reported ﬁgures for energy and emissions are based on actual consumption for Q1-Q3 and a Q4 estimation as explained in the Methodology and assurance section. Locations relevant to the Xellia acquisition have been included in our GHG and energy footprint from the formal date of acquisition, as we do not currently consider the acquisition to be a signiﬁcant structural change, based on the principles of the GHG Protocol Corporate Standard 2. Emissions intensity is calculated using Group-wide revenue ($m) – Revenue 2022: 2,517 – Revenue 2023: 2,875 – Revenue 2024 (core): 3,156 58 Hikma Pharmaceuticals PLC | Annual Report 2024 GHG emissions, Scope 3 (tCO 2 e) Scope 3 category Category description Notes 2022 2023 2024 1 Purchased goods and services 669,856 717,778 681,235 2 Capital goods 31,873 36,773 46,580 3 Fuel & energy related activities not included in Scope 1 or Scope 2 34,175 30,246 31,683 4 Upstream transportation and distribution 34,284 32,001 32,084 5 Waste generated in operations (including water) 4,058 3,105 2,079 6 Business travel 1,790 6,834 8,312 7 Employee commuting 7,881 10,241 8,401 8 Upstream leased assets • not relevant – – – 9 Downstream transportation and distribution • relevant, not yet calculated – – – 10 Processing of sold products • not relevant – – – 11 Use of sold products • relevant, not yet calculated – – – 12 End of life treatment of sold products • relevant, not yet calculated – – – 13 Downstream leased assets • not relevant – – – 14 Franchises • not relevant – – – 15 Investments • relevant, not yet calculated – – – Total 1 783,917 836,978 810,374 Water and waste management The use of water and the management of waste are critical for the pharmaceutical manufacturing process and we have policies and practices in place to ensure we manage water both eﬀectively and in compliance with laws and regulations. Following assessments of water-related risks across our locations, we conducted deep dive analyses of our facilities located in water-scarce areas. In order to address water scarcity in our locations of operation, we are improving water management systems and identiﬁed opportunities and gaps to conserve and use water more eﬃciently. 1. Changes in Scope 3 emissions totals between years is partially due to continuous reﬁnement of calculation methodology and the introduction of new emissions categories to our reporting boundary GHG emissions, Scope 3 (tCO 2 e) 2 023 836,978 30,246 10,241 6,834 3,105 32,001 717,778 669,856 36,773 31,873 34,284 1,790 2 022 749,742 7,881 4,058 2 024 810,374 31,683 8,401 8,312 2,079 34,175 32,084 681,235 46,580 Purchased goods and services Capital goods Employee commuting Fuel & energy related activities not included in Scope 1 or Scope 2 Upstream transportation and distribution Waste generated in operations (including water) Business travel We conducted a deep-dive analysis of water consumption for sites located in water-stressed areas.” 59 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Acting responsibly at Hikma continued Ethics and Compliance We maintain our commitment to upholding the highest ethical standards in the conduct of our global business operations. This is grounded in our values: innovative, caring, and collaborative. These values serve as the foundation for our governance framework. Our Code of Conduct (Code) sets out behaviours we expect from our employees as we conduct our business, and provides an overview of our legal, regulatory, and ethical requirements. Our Code provides guidance to our employees and partners on the ethics of Hikma’s business activities through the identiﬁcation and discussion of various risks associated with our business. Hikma employees are trained on the Code as part of their orientation and are provided refresher training on an annual basis. In 2024, the Code of Conduct training completion rate was 98%. In addition to our Code, we have also developed policies and procedures designed to help employees and third parties put these behaviours into practice. The Compliance Team provides comprehensive trainings in all regions where Hikma operates to raise awareness and prevent Compliance risks that might create exposure for the Company. Through our global compliance programme, we have adopted internal controls and risk management processes to ensure the responsible and ethical conduct of our business. This includes compliance with all relevant global and local laws, codes and regulations wherever we operate. We believe in transparency and promoting a culture that encourages employees to raise any concerns about potential violation of laws and regulations, or any other behaviours or incidents that do not comply with our Code. Our speak up channels provide both internal and external stakeholders the ability to raise their concerns conﬁdentially, in alignment with all applicable laws and regulations. All cases received are reviewed, and investigated, as appropriate, by our Legal and Compliance teams. Substantiated violations of our Code or other policies and procedures are addressed through corrective actions, protective measures and when deemed necessary, disciplinary actions. Our Compliance, Responsibility and Ethics Committee (CREC) provides oversight of our global compliance programme and the management of associated risks, including bribery and corruption. At Hikma, we have a zero-tolerance policy for bribery and corruption. As a publicly listed company on the London Stock Exchange (LSE), we are subject to the regulations of the UK Listing Authority. We also comply with the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, as well as global anti- corruption standards and local anti-bribery and corruption laws. Ethical supply chain Our Supplier Code of Conduct plays a pivotal role in our onboarding process, ensuring suppliers adhere to applicable laws, uphold high-quality standards, and conduct business ethically. This commitment fosters trust and transparency across our operations. The Code addresses key areas such as regulatory compliance, labour rights— including the prevention of modern slavery— product quality assurance, and environmental sustainability. By enforcing these standards, we continue to mitigate risks related to fraud, contamination, and non-compliance, thereby protecting the integrity of our supply chain. The Code is publicly available on our website. All our suppliers, both new and existing, undergo thorough assessment through our third-party Moody’s platform to ensure compliance with comprehensive due diligence protocols. The platform uses a set of risk evaluation criteria to place third parties into categories based on level of risk. High-risk third parties are subject to enhanced due diligence processes. Third parties are continuously monitored to identify potential reputational and compliance risks including sanctions, adverse media coverage and political aﬃliations. It is seamlessly integrated with our ERP system, Moody’s risk data, and EcoVadis’s sustainability rating tool to ensure full transparency and adherence to our risk processes. Our cross-functional Modern Slavery Task Force, comprising members from procurement, legal, and compliance, continue to implement our thorough risk-based approach in assessing risk for all forms of modern slavery. Through this approach, we identiﬁed certain suppliers with potential risks and issued additional modern slavery questionnaires for further assessment, while also leveraging EcoVadis. We actively engaged with these suppliers, working closely to ensure their responses were comprehensive and addressing any concerns to conﬁrm that no viable risks remain. Looking ahead, our approach will continue to be implemented, ensuring it remains aligned with evolving best practices and legal standards. Upholding ethical standards and acting with integrity Building trust through quality in everything we do Through our global compliance programme, we have adopted internal controls and risk management processes to ensure the responsible and ethical conduct of our business.” 1. Starting year for short-term CSA range from 2021 to 2024, depending on date that the CSA was last assessed. 60 Hikma Pharmaceuticals PLC | Annual Report 2024 Maintaining constituency in FTSE4Good Index We maintained our membership of the FTSE4Good Index Series for the tenth consecutive year. The FTSE4Good is an index of LSE-listed companies that demonstrate strong Environmental, Social and Governance (ESG) practices as measured against globally recognised standards. The index assesses the sustainability-related performance of companies, particularly around addressing themes including human rights, anticorruption, environmental performance, health and safety, and community engagement. FTSE4Good assessments are used by a wide variety of market participants to develop responsible investment funds and other products. Product quality and safety Ensuring the wellbeing and safety of our patients is the core of our mission. We uphold a strict pharmacovigilance framework to safeguard against patient harm and to guarantee the safe, eﬀective use of our products. We have globally aligned processes to identify, assess, and communicate any changes in the beneﬁt-risk balance of our products and to implement timely corrective and preventative actions. Our pharmacovigilance eﬀorts span the entire lifecycle of our products on a global scale, adhering to all regional regulations and deadlines for safety reporting. Pharmacovigilance is monitored at the highest levels of our business and is included in our enterprise risk management process, which is overseen by the Executive Committee and the Board on a regular basis. To ensure the applicability, adequacy, and eﬀectiveness of our pharmacovigilance system, we monitor our worldwide compliance metrics on a monthly basis. These metrics are documented in global pharmacovigilance monthly reports and are discussed in global pharmacovigilance monthly meetings. Furthermore, ﬁndings from pharmacovigilance audits and inspections and the status of implementing corrective and preventative actions are discussed in quarterly pharmacovigilance quality meetings. Our marketed products (either manufactured by Hikma or outsourced through partners) comply with Current Good Manufacturing Practices (cGMPs). We implement quality oversight on our suppliers, partners and sub-licensors to ensure that these stakeholders are in full compliance with regulatory standards and Hikma requirements. Quality agreements are in place to focus on compliance to cGMPs and deﬁne each party’s responsibilities. Risk-based cGMP audits are also conducted on suppliers by our global quality team and other reputable third-party consultants. We uphold a strict pharmacovigilance framework to ensure the safe and eﬀective use of our products.” 61 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Task Force on Climate-related Financial Disclosures (TCFD) This section includes disclosures that are consistent with the requirements outlined within the TCFD as well as the mandatory reporting requirements set out in the Companies Act relating to Climate-related Financial Disclosures (CFD). As a UK-listed company, and in accordance with UK Listing Rule (UKLR) 6.6.6(8), this section summarises our progress as of 31 December 2024 against the four TCFD pillars and 11 TCFD recommendations. Our approach follows the TCFD’s All Sector Guidance. Data and records that support these disclosures are retained in accordance with the UK Financial Conduct Authority requirements for listed entities. Our disclosures are fully consistent with nine of the TCFD recommendations and partially consistent with two recommendations, as set out on pages 62 and 63, recognising that we will continue to improve and reﬁne our implementation of the recommendations. Our TCFD and CFD disclosures have supported the awareness and integration of climate-related issues into our broader business strategy. Compliance statement and index table Consistency: Consistent Work in progress Disclosure Consistency Status Reference Governance a) Describe the board’s oversight of climate-related risks and opportunities – The Board has ultimate responsibility for Hikma’s Sustainability strategy and monitors the impact of climate change on the Group and the Group’s impact on the environment. Climate-related risks are considered by the Board and are included in the Enterprise Risk Management programme. The Board also reviews progress in relation to the metrics and targets deﬁned for climate-related risks and opportunities – The VP of Sustainability oversees the implementation of the Group sustainability strategy and the identiﬁcation of climate-related risks and opportunities Page 66 b) Describe management’s role in assessing and managing climate- related risks and opportunities – Hikma’s VP Sustainability, who reports into the EVP Strategic Planning and Global Aﬀairs – a member of the Executive Committee (EC), leads the Group’s assessment of climate-related risks and opportunities and manages these through the cross-functional TCFD Working Group, which includes relevant internal stakeholders – The Environmental Sustainability Committee, chaired by two Executive Committee members including our Chief Executive Oﬃcer, oversees our climate-related action plans Page 66 62 Hikma Pharmaceuticals PLC | Annual Report 2024 Disclosure Consistency Status Reference Strategy a) Describe the climate-related risks and opportunities the organisation has identiﬁed over the short, medium, and long term – Through climate scenario analyses (CSA), Hikma has identiﬁed and assessed climate-related risks associated with carbon pricing, energy pricing and water stress, and physical impacts on our facilities, such as ﬂoods and storms. Hikma has also evaluated climate-related opportunities, including conducting a CSA that assessed the ﬁnancial opportunity of increasing onsite renewable energy (RE) capacity within our facilities – In 2024, Hikma expanded the scope of its CSA to assess water stress risk to include Columbus (OH, USA), Morocco, Portugal, and Tunisia Page 69 b) Describe the impact of climate- related risks and opportunities on the business, strategy, and ﬁnancial planning – The ﬁnancial impact of climate-related risks has been considered over three time horizons to 2050 – Until 2030, which we consider to be short-term for the purpose of climate-related risk analyses, the ﬁnancial impact is not material as per materiality deﬁnition on page 69 – We incorporate climate-related risks and opportunities into our business strategy and ﬁnancial planning by budgeting for energy and water-use eﬃciency, increasing renewable energy capacity, and working with third-party advisors and consultants Page 70, 71 c) Describe the resilience of the organisation’s strategy, considering diﬀerent climate-related scenarios, including a 2°C or lower scenario The results of our CSA show that climate change is not expected to have a material impact on the Group’s ﬁnancial viability for the short-term time horizon to 2030. Our CSA, longer-term viability statement and impairment tests are aligned through common scenario inputs. Given the limited expectations for climate-related ﬁnancial impacts, the Group believes that its strategy is robust and will be resilient to climate change in the time horizon to 2030 Page 75 Risk management a) Describe processes for identifying and assessing climate-related risks – In 2024 we reviewed and updated our climate-related risk and opportunities register including input from business stakeholder workshops, peer review benchmarking, our risk management programme, and other sources – The TCFD Working Group assessed risks and opportunities from the updated risks register in terms of likelihood, velocity, and impact at Group level – In 2024, we also conducted a renewable energy (RE) opportunity CSA through which we assessed the ﬁnancial opportunity of increasing RE capacity within our facilities – Expansion of water stress CSA in 2024 (see Strategy point above) Page 66, 67 b) Describe processes for managing climate-related risks Climate-related risks are identiﬁed, assessed, and managed by teams across the organisation, steered by our Sustainability function. The risk score and our risk appetite determine the level of escalation and monitoring within Hikma’s risk management framework Page 66, 67 c) Describe how processes for identifying, assessing and managing climate-related risk are integrated into overall risk management We regularly assess climate-related risks and review TCFD alignment as part of our enterprise risk management process, where climate change is characterised as an Emerging Risk Page 68 63 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance TCFD Disclosure continued Disclosure Consistency Status Reference Metrics and targets a) Disclose metrics used to assess climate-related risks and opportunities in line with strategy and risk management process Metrics used to assess our climate-related risks and opportunities include Scope 1, 2 and 3 emissions, electricity consumption, emissions intensity, water consumption and waste generation among others Page 77 b) Disclose Scope 1, Scope 2 and Scope 3 GHG emissions and related risk We disclose details of our Scope 1, Scope 2 and seven relevant categories in Scope 3 GHG emissions Four Scope 3 categories have been determined to be not relevant. Four categories are determined to be relevant but not yet calculated and we are working to introduce disclosures for these categories in the near term. We will introduce Scope 3 categories 11 and 12 in 2025 and anticipate reporting against categories 9 and 15 in 2026 Increasing energy costs and carbon pricing present potential risks to our business Pages 56- 59 c) Describe targets used to manage climate-related risks and opportunities and performance against targets We manage our climate-related risks and opportunities and performance against the following Scope 1 and 2 and water-related targets: – Reduce our Scope 1 and 2 GHG emissions by 25% by 2030, using a 2020 baseline – By 2026, revise long-term carbon reduction targets and implement key renewable energy projects – By 2028, deliver key aspects of the ISO 46001 Water Eﬃciency Management System in the MENA region We currently do not have Scope 3 targets in place but proactively engage with our key suppliers to raise awareness about sustainability. We are working to improve our understanding of emissions in our value chain and have an ambition to introduce Scope 3 targets in the medium term. We will consider this disclosure as consistent once a Scope 3 target has been set and established – In addition, we are actively engaging with our value chain partners to partially mitigate the impact of carbon cost pass-through in the future Page 56 Key improvements in 2024 – Reﬁned our climate scenario narratives, providing deeper insights into potential climate-related risks and opportunities, including the signiﬁcance of their ﬁnancial impacts – Strengthened our water stress CSA by expanding research scope to include Columbus (OH, USA), Morocco, Portugal, and Tunisia – Developed renewable energy opportunity CSA to assess the ﬁnancial opportunity of pursuing renewable energy solutions globally at our facilities – Conducted a double materiality assessment (DMA) to refresh our materiality index in line with CSRD requirements. The DMA includes analysis of potential environmental risks, opportunities and impacts (IROs) over short-, medium- and long-term time horizons (less than one year, between 1-5 years and longer than ﬁve years respectively) – As part of the DMA process, we engaged critical business stakeholders to identify potential climate-related risks and opportunities that could inﬂuence their business areas and conducted an employee survey to prioritise sustainability topics including climate change – Developed a methodology for introducing most of our relevant Scope 3 categories that are not yet calculated (Category 9, 11 and 12) Key improvements planned for 2025 – We will continue to assess Scope 3 categories that are considered to be relevant, but not yet calculated and where possible include them in our reporting scope – We will align the ﬁndings of the DMA with potential future CSAs that improve our understanding of potential climate-related risks and opportunities 64 Hikma Pharmaceuticals PLC | Annual Report 2024 Trigger points In line with good risk management practice, the TCFD Technical Guidance recommends that a CSA programme should be re-assessed when the context of the organisation changes. The following “Trigger points” have been adapted from TCFD Technical Guidance and have been assessed by Hikma as part of the CSA Programme in 2024. Trigger point Assessment 1. Key location changes in a company’s portfolio. If companies expand into new regions, they are likely to encounter novel physical and transition risks In April 2023, Hikma halted operations in Sudan due to ongoing conﬂict. This reduced Hikma’s exposure to the climate-related risk of ﬂooding as Sudan was determined through CSA to be a location at high risk of extreme weather events, particularly ﬂooding. In September 2024, Hikma acquired Xellia’s US-based ﬁnished dosage form business and related assets, including a manufacturing site in Bedford (OH), an R&D centre in Zagreb (Croatia) and a commercial oﬃce in Chicago (IL). These facilities will be included in future CSA assessments. 2. Release of updated climate scenarios and models which may impact the projections of risks and opportunities NA 3. Developments in climate-related policies previously unforeseen during the original climate scenario analysis process NA 4. Changes to company’s strategies or operations leading to changes in the materiality of climate risks and opportunities to the business There have not been any signiﬁcant changes to the Group’s strategy or operations that change the exposure to climate-related risks in 2024, other than the change in operational footprint noted in Trigger Point 1 above. 65 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Governance Board level oversight Our Board of Directors, led by the Chairman of the Board, oversees our environmental sustainability strategy and considers climate-related matters throughout the year. Our EVP Strategic Planning and Global Aﬀairs and VP of Sustainability provide ESG-related updates to the Board, including climate- related risks and opportunities, progress against environment-related targets and any changes in risk status, in scheduled bi-annual presentations and in more regular updates to the Board’s Compliance, Ethics and Responsibility Committee (CREC). ESG- related initiatives have been included in our ﬁve-year capital expenditure business plan, overseen by the Board. The Board has ultimate responsibility for the Group’s approach to risk management and internal control and cliimate related risks are included in our Enterprise Risk Management process. The Audit Committee oversees risk management and internal control activities with delegated authority from the Board (see Risk Management section, page 80). The TCFD Working Group presented the ﬁndings from the TCFD work this year to the Audit Committee. A general progress report is sent to the Chairman of the Board three times a year. The report includes a section on TCFD-related projects progress and environmental impact reporting. The Remuneration Committee linked environment-related targets to the 3-year Long Term Incentive Plan (LTIP) for the Executive Chairman, the Executive Vice Chairman of the Board and the CEO. The targets were related to emissions reduction and approach to water stewardship. More information on metrics linked to Executive Remuneration can be found at 116. Management level leadership Our EVP Strategic Planning and Global Aﬀairs, who reports directly into our CEO, heads up the TCFD Working Group that started in 2021 and consists of senior representatives from Group Risk Management, Procurement, Finance, Sustainability and Investor Relations. This group leads our internal cross-functional eﬀorts to integrate the TCFD recommendations into our business and meets on a regular basis. Our VP of Sustainability, who reports to our EVP of Strategic Planning and Corporate Aﬀairs, sets the sustainability strategy and the alignment of TCFD ﬁndings and recommendations with the broader corporate strategy. Our crisis and continuity teams work closely with members of the TCFD Working Group and provide insight into the potential impact of climate-related risks on our operations. In addition, external consultants help progress our understanding of Hikma’s climate-related risks and opportunities. The Environmental Sustainability Committee reviews metrics, progress against TCFD recommendations and our targets and oversees the development of action plans. We continue to focus on strengthening our ESG governance, including climate change, at all levels of the organisation. Risk management Process for identifying and assessing climate-related risks We identify and assess climate-related risks using a range of approaches. We conduct risk identiﬁcation and assessment exercises as part of the enterprise risk management process with all risk owners across the business (see page 80 for details on our risk processes). The outcomes of these reviews feed into the TCFD working group’s assessment of the most relevant climate- related risks for Hikma. The TCFD working group monitors relevant current and emerging regulation, market risks, reputational risks, technology risks and acute and chronic physical risks. The Board has overall responsibility for climate-related risks and opportunities (CRROs), while the Executive Committee provides leadership in managing them. Sustainability, risks and opportunities, and TCFD governance Board Oversight of Group sustainability strategy, risk and opportunity management, and TCFD consistency Executive Committee Leadership in implementing sustainability strategy, risk and opportunity management, and TCFD consistency Sustainability management team Led by the VP of Sustainability, oversees sustainability matters and the identiﬁcation of climate related risks and opportunities TCFD Working Group Cross functional working group that includes senior leaders in Finance, Risk, Sustainability, Procurement, Legal and Investor Relations teams Finance team Site management and operational teams Risk management team Investor relations team Crisis and continuity management Procurement team TCFD Disclosure continued Our governance structure ensures we are eﬀectively managing our TCFD- related activities in the Board and across the organisation.” 66 Hikma Pharmaceuticals PLC | Annual Report 2024 The VP of Sustainability oversees the identiﬁcation, assessment and management of CRROs, and works with other functions including the Risk Management team to integrate them into the Group’s overall risk management process. Updates to CRROs are considered on an annual basis. CSA methodology To assess Hikma’s climate-related risks and opportunities over the short, medium and long-term, we have undertaken, with third party support, a CSA and ﬁnancial impact assessment. The CSA assessed a range of potential climate-related risks and opportunities across diﬀerent climate scenarios and time horizons incorporating public reference projections for changes to the climate system, socio-economic pathways, energy market dynamics, technological progress and ﬁnancial risks. To support the narrative and understanding of climate-related risks and opportunities, we reﬁned our climate scenario narratives in 2023. These narratives were informed by climate projections, per the table below. We have been performing CSA since 2021 and are continuously improving our insights. The table shows the details of the climate scenarios that we used over the years. 2024 CSA review In 2024, we went through an independent review of our CSA work and our eﬀorts to align with the TCFD recommendations, concluding that we have a well-developed TCFD response, year-on-year improvement and clear management processes to assess climate-related risk. We conduct annual reviews of our CSA methodology and in 2024 we incorporated a broader geographic boundary to assess water stress and conducted an assessment on pursuing onsite renewable energy opportunities. Our CSA exercises are robust, using publicly available data and projections. Time horizons used for CSA Term Years Financial alignment Short term Up to 20301 Include 5-year Business Plan and 3-year LTVS Medium term 2031–2040 Next 8–16 years, asset life of equipment Long term 2041–2050 Next 17–26 years, asset lifetime of properties and facilities 1. The start date of the CSA range from 2021 to 2024, depending on the speciﬁc theme Climate scenario narratives Low Carbon world (~1.5°C) Orderly This is a ‘Net Zero by 2050’ aligned scenario where global temperature rise is limited to 1.5°C warming. The transition is smooth and immediate . Transition risks are likely to be experienced associated with the transition to a green economy however, physical risks will be reduced. Low Carbon world (~1.5–2°C) Disorderly This is a ‘Net Zero by 2050’ aligned scenario where global temperature rise is limited to 1.5°C but the transition is divergent and/or delayed . Signiﬁcant transition risks are likely to be experienced associated with the transition; however, physical risks will be reduced. High Carbon world (~3–4°C) This is a ‘business-as-usual’ scenario where global temperatures rise to 3–4°C above pre-industrial levels. Climate policies are not suﬃcient to achieve oﬃcial commitments and physical risks considerably increase resulting in catastrophic impacts. The Low Carbon world-Disorderly transition is considered the most relevant scenario to Hikma and those scenario assumptions have been used in ﬁnancial statement preparations for alignment. 67 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Risks Climate projections 1 Associated climate scenario narrative Timeline Last assessed Low Carbon world Orderly Low Carbon world Disorderly High Carbon world Physical risks Impact of storms – NOAA and Bank of England 1.5°C, 2°C, 4°C, based oﬀ various NGFS Scenarios – Y Y 2030, 2040, 2050 2021 Impact of ﬂoods – IPCC RCP4.5 (~2.4°C), IPCC RCP8.5 (4°C) – Y Y 2030, 2040, 2050 2023 Impact of water stress – IPCC RCP 1.9, IPCC RCP 2.6, IPCC RCP 8.5 – NGFS NZ, NGFS Divergent NZ, NGFS Current Policies – CBES LA, CBES NAA – IEA APS, IEA NZE, IWEA STEPS – Carbon Brief Y Y Y 2030, 2040, 2050 2024 Transition risks and opportunities Impact of carbon pricing – IPCC RCP 1.9, IPCC RCP 2.6, IPCC RCP 8.5 Y Y Y 2030, 2040, 2050 2023 Impact of energy pricing – NGFS NZ, NGFS Divergent NZ, NGFS Current Policies – CBES LA, CBES NAA – IEA APS, IEA NZE, IEA STEPS – Carbon Brief Y Y Y 2030, 2040, 2050 2023 Impact of pursuing RE opportunities Y Y Y 2030, 2040, 2050 2024 1 CBES = Climate Biennial Exploratory Scenario, IEA = International Energy Agency, IPCC = Intergovernmental Panel on Climate Change, NGFS = Network for Greening the Financial System, NOAA = National Oceanic and Atmospheric Administration, NZ= Net-zero Integrating risk management processes Climate-related risks are identiﬁed, assessed, and managed by teams across the organisation, depending on the nature of the risk. Our risk management framework (see page 80) provides a structure for signiﬁcant risks to be escalated and integrated into our enterprise risk management process. Examples of how climate-related risks are managed and integrated into existing risk management activities include: – Longer-term viability assessment: environment and climate change related risks are included in the scenario modelling (see page 88) – Crisis and continuity management programme: site assessments of physical risks and controls are undertaken (see page 86) – TCFD alignment is considered as part of the ‘Reputation’ principal risk – Climate change occurrence is monitored as an emerging risk TCFD Disclosure continued 68 Hikma Pharmaceuticals PLC | Annual Report 2024 Strategy Risks and opportunities identiﬁed In 2024, we expanded our CSA on water stress risk to include locations of some of our larger facilities including in Columbus (OH, USA), Morocco, Portugal and Tunisia. We also assessed and quantiﬁed the opportunity of developing renewable energy solutions at our facilities, conducted a general CSA programme review and a review of our alignment with the TCFD CSA Guidance (see table below). These actions were taken aﬅer our TCFD Workshop that was organised in 2023 with stakeholders from diﬀerent businesses, corporate functions and geographical regions for the purpose of identifying and reviewing how climate change might impact our strategic business drivers. Participants in the 2023 TCFD Workshop included our TCFD Working Group (Investor relations, Finance, Sustainability, Risk, Procurement) as well as management from Operations, R&D, Manufacturing, Engineering, Supply Chain and Commercial. We explored how external inﬂuencing factors such as regulation, technology, energy costs, changing medical needs, supply chain vulnerability and the political landscape might translate into climate-related risks to our business, and what kind of climate- related opportunities might arise. The impact of storms on our business has not been reassessed since 2021 because the conditions remain the same for which we reached our previous conclusions on the matter. Our updated climate-related risk register consists of 16 risks and opportunities. Through our risk management framework and assessment methodologies, we selected the following climate-related risks (four risks) and opportunities (one opportunity), deemed to be most relevant and for which modelling could be enhanced, for further analysis: Physical risks – Impact of extreme weather events including impact of severe ﬂoods and storms – Impact of chronic changes to the natural environment, including increased water stress Transition risks – Impact of carbon pricing, including carbon pricing mechanisms, carbon pass-through costs in the supply chain and the increase cost of raw materials – Impact of energy pricing Climate-related opportunities – Impact of pursuing renewable energy solutions globally, including through generation, power purchasing agreements and an active energy supply management strategy Basis for determining which risks and opportunities are most relevant Materiality For the purpose of climate risk analysis, we apply a risk scoring matrix that considers likelihood, velocity of risks, ﬁnancial impact, and a wide variety of possible impacts including but not limited to delivery of strategic objectives, patient safety, product quality, reputation, continuity of supply, management time and eﬀort to remediate. In the context of climate risk analysis, the CSA results do not exceed our climate-related ﬁnancial materiality threshold in the most relevant scenario Low Carbon world- Disorderly transition. We have been performing CSA since 2021 and continuously improve our insights.” 69 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Step in TCFD CSA guidance 1 Consistency Key improvements and next steps Engaging stakeholders Consistent Continue to engage and inform key stakeholders about any current and future developments in our CSA approach, and to ensure that our stakeholders understand the purpose of the CSA process, the key steps conducted and the outcomes Problem deﬁnition Consistent We conducted qualitative workshops to ensure our focal question was relevant to our business strategy and priorities and linked to our CSA work Assessing context and identifying driving forces and uncertainties Consistent We conducted a workshop engaging key stakeholders to identify our key business drivers and review the list of identiﬁed climate-related risks and opportunities We conducted a quantitative analysis of energy pricing risk aﬅer it was ﬂagged through the workshop as a potential missing risk Understanding and describing scenario outcomes/pathways and writing qualitative scenario narratives Consistent We produced robust scenario narratives for three separate future climate scenarios: Orderly Transition, Disorderly Transition and High Carbon Scenario. We will continue to utilise these narratives to eﬀectively inform stakeholders across the business about identiﬁed climate risks and opportunities Quantiﬁcation of risks, opportunities and ﬁnancial impacts Consistent We work with third party experts to review applied models and identify/ implement improvements, as well as to review the materiality of risks and opportunities and update accordingly Checking quality and avoiding pitfalls Consistent We work with third party experts to conduct annual health checks of our CSA work and integrate recommendations and ﬁndings accordingly. We periodically update our CSA work and reﬁne the scenarios and models used, and integrate the ﬁndings into our overall strategy Strategic management using scenarios Consistent We assess the strategic relevance of risks that have not currently undergone quantitative modeling and ensure continuous monitoring and assessment of external environment and resilience strategies Disclosure Consistent We include the following in our annual disclosures: – Explanation of how identiﬁed risks and opportunities were prioritised – Clearly deﬁned conditions for risk and opportunity assessment, including clear time horizons, likelihood and magnitude – Disclosure of ﬁnancial impacts of risks from the quantitative modeling – Details of the climate scenarios used – Disclosure of all time frames considered – Explanation of how CSA results are integrated into our strategy and how our strategy may change to accommodate risks and opportunities identiﬁed 1 For more information on CSA guidance, refer to Task Force on Climate-related Financial Disclosures Guidance on Scenario Analysis for Non-Financial Companies (2020), https://www. fsb-tcfd.org/ TCFD Disclosure continued 70 Hikma Pharmaceuticals PLC | Annual Report 2024 CSA ﬁndings Below are summaries of our CSA ﬁndings. Financial impact – range across scenarios 2030: Short-term 2040: Medium-term 2050: Long-term Climate scenario narratives used Transition risks Impact of carbon pricing Reﬂected as potential increase in procurement costs in assessed categories due to carbon fee, if unmitigated (not cumulative) $3m – $10m $7m – $40m $8m – $76m Low Carbon world – Orderly transition Low Carbon world – Disorderly transition High Carbon world How did we calculate the potential ﬁnancial impact of carbon pricing? We used the EcoAct Carbon and Energy Pricing Tool, which is informed by academic research, CDP data, and publicly available carbon price projections from the International Energy Agency. Cost exposure is calculated based on projected carbon and energy prices, combined with Hikma’s projected consumption of relevant goods and services. How would this risk aﬀect operations and ﬁnancial planning? Direct emissions from Hikma’s purchased goods and services will be regulated by (future) carbon pricing mechanisms, climate regulation and carbon tax. Carbon pass-through costs from 3rd parties in our supply chain, who are subject to carbon pricing (such as transport, distribution suppliers) will have an indirect impact on our cost base. Raw materials and packaging costs may increase due to climate-related constraints on plastics, labour and energy. We incorporated the following categories in our analysis: ﬁnished and semi-ﬁnished goods, upstream transport, energy, API, packaging, excipients, and intermediates. Our diverse global presence (North America, Europe, MENA) sees varying degrees of sustainability advancement in our manufacturing countries, which necessitates constant monitoring and agile adaptation to evolving market conditions. For the time horizon to 2050 in a Low Carbon world – Disorderly transition, carbon prices will increase, however we deem the ﬁnancial impact still not material at this stage. Although the range exceeds the materiality threshold in the context of climate-related risks, it is important to note that the upper end of the range arises in the Low Carbon world – Orderly transition, a scenario that we deem unlikely to happen. How are we managing this risk? We routinely look at ways to manage our procurement costs and oﬀset price increases. Our sustainable procurement programme aims to better understand the carbon impact of purchased goods and services. As a key mitigation strategy, we engage with key material suppliers to understand their carbon reduction objectives and the activities they are undertaking to move to renewable energy and increase energy eﬃciency in their operations. Through supplier engagement, we expect to be able to partially mitigate the impact of carbon cost pass- through in the future. In our CSA, we calculated diﬀerent potential mitigation scenarios, where the impact of carbon pricing would be constrained. While current exposure is low, it is expected that carbon costs will increase over the coming decade as more countries establish carbon prices. We continue to monitor developments. What is our level of resilience to this risk? We consider our level of resilience to the risk of carbon pricing over the short, medium and long term to be high. This is based on robust governance structure that includes Executive-level leadership in environmental sustainability and Board-level responsibility of the issue. Moreover, we have in place Group-wide targets and teams at the site level to identify and capitalise on relevant opportunities that emerge. 71 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance TCFD Disclosure continued Financial impact – range across scenarios 2030: Short-term 2040: Medium-term 2050: Long-term Climate scenario narratives used Transition risks Impact of energy pricing Reﬂected as potential increase in procurement costs in assessed categories due to carbon fee, if unmitigated (not cumulative) $3m – $12m $7m – $19m $14m – $25m Low Carbon world – Orderly transition Low Carbon world – Disorderly transition High Carbon world How did we calculate the potential ﬁnancial impact of energy pricing? We used the EcoAct Carbon and Energy Pricing Tool, which is informed by price projections from the EnerData EnerFuture database. Cost exposure is calculated based on projected energy prices, combined with Hikma’s projected consumption of electricity and natural gas. How would this risk aﬀect operations and ﬁnancial planning? It is not certain that Hikma will face increasing energy costs over time, as governments have not pledged to implement policies directly intended to increase the cost of electricity and natural gas. However, limiting factors such as increasing energy demand because of population growth, technology and renewable energy investment, in combination with interrupted supply because of natural disasters, conﬂicts and limited metals may increase energy pricing in our value chain. The ﬁnancial impact relates to the potential change in Hikma’s energy cost from a 2022 baseline, reﬂecting an increase in energy cost for electricity and natural gas at our manufacturing sites and oﬃces. In both Low Carbon world scenarios, electricity prices rise through 2030 but tend to fall sharply aﬅerwards, counterbalancing the impact of increased consumption. To further improve the modelling, transition to lower carbon energies should be included, as well as increased on-site generation capacity, which would reduce consumption and cost exposure. How are we managing this risk? Hikma is continuously evaluating opportunities to transition to renewable energy in each of our three regions (North America, Europe, MENA). Opportunities diﬀer in potential, depending on the maturity of the markets that we operate in and the required ﬁnancial investments. Where price increases might occur, Hikma may choose to accelerate site and country-speciﬁc adjustments to substitute natural gas for electricity and vice-versa, based on the relative price of available energy sources. Future modelling should account for this possibility. What is our level of resilience to this risk? We consider our level of resilience to the risk of energy pricing over the short, medium and long term to be high. This is based on robust governance structure that includes Executive-level leadership in environmental sustainability and Board-level responsibility of the issue. Moreover, we have in place Group-wide targets and teams at the site level to identify and capitalise on relevant opportunities that emerge. 72 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial impact – range across scenarios 2030: Short-term 2050: Long-term Climate scenario narratives used Physical risks Increased frequency of extreme weather events Reﬂected as potential event cost caused by extreme weather event (not cumulative) No impact anticipated $25m (storms) Low Carbon world – Disorderly transition High Carbon world How did we calculate the potential ﬁnancial impact of storms? To calculate the potential ﬁnancial impact of severe storms, we used data from the ThinkHazard database, the National Hurricane Centre and the National Oceanic and Atmospheric Administration portal to determine climate-related risk exposure baselines. A ﬁnancial impact matrix was developed with degrees of asset and inventory loss or damage, and the length of operational shutdown was assumed based on the qualitative and quantitative narrative for each storm category in the Saﬃr-Simpson Hurricane Wind Scale. How did we calculate the potential ﬁnancial impact of ﬂoods? Hikma sites and key supplier sites were screened for both pluvial and coastal ﬂood risk using the Aqueduct Flood Hazard Maps. In addition, a 15 km radius around Hikma sites was screened for indirect pluvial ﬂooding risk. Financial modelling was conducted using operational disruption and loss from inundation at facility. How would this risk aﬀect operations and ﬁnancial planning? Extreme weather events impacting our facilities might cause interrupted manufacturing or supply of key resources. They may impact national infrastructure and could lead to power outages, restrictions on access for supply chain and workforce leading to downtime, lost sales, ﬁnes and ultimately in the end reputational damage. Extreme weather events may also impact critical suppliers leading to downtime, lost sales, ﬁnes, and reputational damage. While no sites were identiﬁed with direct exposure to inundation risk, more research is needed to assess the indirect inundation risk. We conducted an analysis of the ﬁnancial impact of an extreme storm impacting a site in the US. Through this analysis, we concluded that the potential ﬁnancial implications of physical risks under the worst-case scenario High Carbon world (for extreme weather events) are anticipated to remain minimal through at least 2030. How are we managing this risk? With the insights from our modelling and understanding that these risks are not signiﬁcant to our sites at this stage, we will continue to engage with our operational facilities teams in the highest risk regions to ensure our business continuity and recovery processes are ﬁt for purpose. What is our level of resilience to this risk? The ﬁndings of our LTVS analyses for extreme weather indicates that our broad geographical footprint provides us with a robust level of resilience towards extreme weather events in one location. 73 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance TCFD Disclosure continued Financial impact – range across scenarios 2030: Short-term 2050: Long-term Climate scenario narratives used Physical risks Impact of water stress Reﬂected as potential water cost (cumulative) $8m – $9m $17m – $22m Low Carbon world – Disorderly transition Low Carbon world – Orderly transition High Carbon world How did we calculate the potential ﬁnancial impact of water stress? We looked at the potential future cost of water and potential EBIT loss due to production downtime as a result of water rationing. Total future water costs in our CSA consist of municipal water supply costs and water tanker costs (including fuel price projections). We assumed that the cost of municipal and tanker water change proportionally to water stress and a production site’s water consumption will increase proportionally to the growth rate. At the same time, the number of days with a lack of access to water supply increases proportionally to the degree of water stress and the site’s water storage mitigation. All total costs are based oﬀ future water consumption projected using the Hikma production growth rate. How would this risk aﬀect operations and ﬁnancial planning? Given that water is used for cleaning in our manufacturing processes, we consider water stress a risk. Water stress is likely to increase in the future due to increases in demands for water from growing populations and industry and from a decrease in fresh water supply due to climate change. Shortage and potential rationing of water could potentially lead to disrupted operations and could ﬁnancially impact Hikma both through increased cost of water supply and from loss of EBIT from production downtime. Only direct and tangible ﬁnancial impacts have been assessed in the 2023 and 2024 CSAs. Other consequences such as impacts on the workforce, increased political unrest or conﬂict, and impacts to third parties have not been assessed, but Hikma acknowledges them. Our CSA initially focused on four countries (Jordan, Saudi Arabia, Algeria and Egypt) in 2023, and expanded its focus to include Columbus (OH, USA), Morocco, Portugal and Tunisia. This ensured that all countries that we determined as water stressed are included in our analysis (Algeria, Egypt, Jordan, Morocco, Saudi Arabia and Tunisia). The analyses show that Hikma faces potential water stress in both baseline and future projection scenarios, resulting in increased water costs and potential loss of EBIT due to production downtime. At this stage, impact ﬁgures are not currently material and are partially mitigated by storage capacity. How are we managing this risk? To mitigate the risk of water shortage, we hold onsite storage capacity. Other mitigation actions include implementing water reduction and saving initiatives on site. Our executive remuneration and long-term incentive goals steer us towards achieving good water management at all Hikma’s sites in MENA (where water stress is most apparent) by establishing water management systems, processes and targets, and implementing opportunities for eﬃcient water use. More information on metrics linked to Executive Remuneration can be found at 116. What is our level of resilience to this risk? We consider our organisation to have a high level of resilience on this issue due to our robust governance of environmental sustainability, our management of water-related issues at the global, regional and site levels and our focus on water-related goals and targets to drive more eﬃcient consumption in water-scarce regions. 74 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial impact – range across scenarios 2030: Short-term 2040: Medium-term 2050: Long-term Climate scenario narratives used Energy cost opportunity Impact of pursuing renewable energy (RE) solutions Reﬂected as the potential ﬁnancial beneﬁt for Hikma to generate its electricity through onsite RE generation and RE-based Power Purchasing Agreements (PPAs). (cumulative) $85m – $109m $176m – $213m $244m – $267m Low Carbon world – Disorderly transition Low Carbon world – Orderly transition High Carbon world How did we calculate the potential ﬁnancial impact of pursuing RE solutions? The analysis focused on answering the question: “What would be the ﬁnancial beneﬁt for Hikma to pursue RE solutions through onsite electricity generation, as opposed to continuing to purchase electricity from the grid?” To answer this question, we compared the cost of onsite renewable energy generation with the projected cost of electricity under diﬀerent scenarios. We conducted a comparative analysis using scenario-speciﬁc energy consumption and cost data from previous carbon and energy pricing analyses for 24 sites, including only sites with over one GWh of annual consumption. These ﬁgures were compared with a technology-speciﬁc Levelised Cost of Electricity (LCOE), 1 for developing solar and wind (onshore and oﬀshore) capacity across the countries of the 24 prioritised sites. The diﬀerence indicates the potential cost savings in three scenarios across short-, medium- and long-term. The ﬁgures represent estimates based on desktop research that utilised various assumptions to generate estimated savings over the relevant time horizons. How would this opportunity aﬀect operations and ﬁnancial planning? Given that the majority of our energy consumption is sourced from electricity, given our previous analyses on carbon and energy pricing, we consider the development of onsite RE capacity to be an opportunity. This analysis indicates that onsite solar generation has the largest savings potential. To date, we have onsite solar capacity in Jordan, KSA and Portugal; and are installing solar capacity in our Cherry Hill facility in the US. How are we managing this opportunity? We are continuously assessing the feasibility of developing or expanding onsite RE capacity at our sites. In 2024, we expanded solar generation in our Salt facility which also provides our MENA Head Oﬃce in Amman with green electricity through wheeling. 2 We also installed solar generation in the Kingdom of Saudi Arabia (KSA) and Morocco and are exploring the installation of onsite solar generation in other locations in 2025. For more details on the actions we have taken and are taking to increase renewable energy consumption and generation, please see the Protecting the environment section on page 56. Resilience of our strategy The results of our CSA show that climate change is not expected to have a material impact on the Group’s strategy or ﬁnancial viability for the time horizon to 2030. Our CSA, longer-term viability statement and impairment tests are aligned through common scenario inputs. We will continue to strengthen our monitoring metrics and understand where we need to improve our mitigation controls. Our model inputs in the CSA do not include mitigating actions on the part of Hikma, our suppliers, or governments, for example, and cover time horizons well beyond our current business planning. We recognise that climate-related risks and opportunities will continue to develop over a signiﬁcantly longer period and believe that we will be able to adapt our strategy and respond appropriately to emerging climate-related risks and opportunities that could have a material impact on the Group in the future. Where we identify any areas for improvement, we will build clear action plans and ownership to address these gaps and ensure our long-term resilience. 75 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance TCFD Disclosure continued Metrics and targets As we continue to grow, we remain dedicated to minimising our environmental footprint. We are actively measuring and managing our energy and water consumption and are regularly reviewing opportunities to improve eﬃciency. We acknowledge the environmental impact of manufacturing and delivering medicines and are committed to the eﬃcient and responsible management of energy, water, and waste within our organisation and throughout our value chain. To sustain our success, it is crucial that we manage resources responsibly and consider the long-term environmental impacts in the places where we do business. Metrics to assess climate-related risks and opportunities We monitor our Scope 1, Scope 2 and material Scope 3 emissions, as well as metrics related to the consumption of energy. This data is included in the Sustainability section (page 56). We will continue to develop our methodology for calculating our Scope 3 emissions categories that are relevant but not yet calculated. The development of onsite RE capacity presents an opportunity for our business and we monitor the percentage of RE-sourced energy, both onsite and purchased. In addition, as part of the ‘Reputation’ principal risk (see page 84), we monitor our performance against external ESG ratings. Executive remuneration We have adopted carbon and water-related targets as part of management’s Long-Term Incentive Plan. More details can be found in the Governance section on page 101. The table below indicates the metrics we have in place that are linked to our climate-related risks and improve our understanding of the impacts of these risks. More details on the progress against our targets is available in the Sustainability section. 76 Hikma Pharmaceuticals PLC | Annual Report 2024 Transition risks Targets Relevant metrics Impact of carbon pricing Reduce Scope 1 and 2 GHG emissions by 25% by 2030, using a 2020 baseline See page 56 for more information on our 2030 target and progress achieved to date Our 2026 target is to revise long-term carbon reduction targets and implement key renewable energy projects Scope 3 target not set – Absolute emissions Scope 1, 2 (Location-based and market-based) – Emissions intensity (revenue and employee headcount) Scope 1, 2 (Location-based and market-based) – Absolute emissions Scope 3 in category 1 (purchased goods and services) and category 4 (upstream transportation) Impact of energy pricing No target set – Absolute energy consumption – Energy consumption mix – Percentage renewable energy generated/purchased Physical risks Targets Relevant metrics Increased frequency of extreme weather events No target set – Proportion of facilities in an area subject to ﬂooding or storms – Number of sites with business continuity plans that cover impact of severe weather events Impact of water stress Achieve good water management at Hikma’s MENA sites Our 2028 target is to deliver key aspects of the ISO 46001 Water Eﬃciency Management System in the MENA region See page 56 for more information on our target and progress achieved to date – Change in m 3 water withdrawal – Change in m 3 water consumption in countries with high water stress – Change in m 3 water discharge – Change in m 3 water treatment – Progress of water eﬃciency measures – Water consumption intensity Opportunities Targets Relevant metrics Energy cost opportunity No target set – Cost of standard electricity and fuels – Cost of renewable solutions We are committed to continuously evaluating our environmental impacts and to implementing mitigations and capitalising on opportunities. In 2025, we will continue to enhance and reﬁne the metrics we use to monitor risks and opportunities and expand the robustness of our analyses. 77 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance 80 Risk management framework 81 Risk management activities 82 Case study: Artiﬁcial Intelligence (AI) and Hikma 82 Principal risks and uncertainties 87 Going concern and longer-term viability Risk management 78 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report 79 Hikma Pharmaceuticals PLC | Annual Report 2024 Risk management enables us to fulﬁl our obligations and provides assurance that our activities are appropriately controlled. Risk appetite The Board determines the nature and extent of the principal risks it is willing to take and communicates this through the Group risk appetite. The risk appetite outlines expected management strategies and details limits and tolerances on risk exposure for each of the principal risks. It forms the foundation of the ERM framework and guides management decision-making across the Group. The risk appetite is reviewed twice a year at Board level and is monitored by management on an ongoing basis. Risk governance The Board has overall accountability for the Group’s approach to risk management and internal control. The Audit Committee oversees risk management and internal control activities with delegated authority from the Board. The Audit Committee reviews the material risks facing the Group, considering diﬀerent sources of assurance, including executive management, internal audit, and external audit. The Chair of the Audit Committee is a standing member of the Compliance, Responsibility and Ethics Committee (CREC) to ensure connection between the Board Committees with primary risk oversight responsibilities. 1 Risk management framework Risk context Our purpose is to put better health within reach, every day for healthcare professionals and their patients. We bring patients across North America, MENA and Europe a broad range of generic, specialty and branded pharmaceutical products. The future is uncertain and carries risks for our business. These risks may be threats or opportunities related to our strategy and delivery of our goals, our activities and processes, the expectations of our stakeholders, or our key relationships and dependencies. Find out more about the internal and external context for risk management for the Group in the ‘Our strategy’ (pages 8–9), ‘Our business model’ (pages 12–13) and ‘Our markets’ (pages 20–21) sections of this report. Risk strategy Eﬀective management of risk is fundamental for the long-term success of the Group. We operate an Enterprise Risk Management (ERM) framework to ensure that we are comprehensive and structured in our approach. The framework enables a thorough view of our risk exposure to be developed, which informs our decision-making and improves our strategic, tactical, operational and compliance processes. The approach Internal audit provides independent assurance of the Group’s internal control environment. For more details on our internal audit approach see page 113. The Group risk management function enables and drives eﬀective risk management practices, guides global risk owners in assessing and reporting their risks, coordinates emerging risk assessments, and establishes connections and partnerships across the organisation to promote and develop a responsible risk culture. Compliance and internal control functions with professional expertise in managing risk and internal control in specialist areas are in place across the organisation. The CEO and Executive Committee have direct ownership of risk management for the Group. Risk management accountability is fully embedded within their executive responsibilities. As part of the risk governance framework, Executive Committee and Leadership Council members, and other senior executives are assigned responsibility for speciﬁc principal risks. Together, they coordinate risk management activities across the organisation to manage risk exposure in line with the risk appetite. In 2024, we improved our risk assessments and responses through increased cross-functional reviews. Risk management and internal control across the organisation Complementary management units perform and provide assurance over risk management and internal control through standards, accountability and oversight. Independent and external assessments are additional sources of information for management. Compliance and internal control Corporate Compliance Quality Compliance Group Risk Oﬃce Internal controls and assurance Other compliance teams Front-line management Operational activity Management reviews Executive accountability Executive Committee Global risk owners External advisers Independent assurance Internal audit External assessments External audit Board oversight Board of Directors Audit Committee Compliance, Responsibility and Ethics Committee 1. Full committee terms of reference are available on www.hikma.com 80 Hikma Pharmaceuticals PLC | Annual Report 2024 Risk management activities Risk management activities occur at all levels of the organisation. The ERM framework provides structure for these activities to ensure consistency of approach, alignment to the risk appetite and monitoring of our risk exposure across the Group. The Group risk management function coordinates regular risk assessments to review management of risks we already know about, and to identify, analyse and evaluate new and emerging risks. These assessments are consolidated through the Group risk management function and reported to the Executive Committee by the global risk owners. Compliance and internal control functions, and internal audit, also conduct regular formalised risk assessments in relation to their mandates. Summarised reports and key outcomes of risk assessments are reviewed by management teams, the Audit Committee and Board. In addition to these core reporting processes, various other risk management activities occurred during the year. Risk management in practice Our ability to eﬀectively manage risk enables delivery of our objectives. To ensure we are action-oriented in managing threats and opportunities we categorise our risks considering signiﬁcance of exposure and the opportunity for management action. An example of risk management in practice is seen in the case study on the next page. Strategic risks Group-level strategic risk assessments are conducted by the Executive Committee and Board of Directors. A formal review is conducted on an annual basis to consider threats and opportunities related to our strategy from internal and external perspectives and over various time horizons. Emerging risks Emerging risks are those that are newly identiﬁed and have the potential to become signiﬁcant risks for the Group, those that may already be well known but are rapidly changing, or those that are developing over a longer term that may have signiﬁcant impact on our ability to achieve our objectives. Oﬅen driven by forces outside our control, emerging risks may be mitigated by existing control frameworks but are assessed to determine if any aspects fall outside current processes or if the controls in place may become inadequate as the risk develops. Our approach involves establishing cross-functional teams to assess the threats and opportunities, recognising these may develop over an extended timeframe. The risk assessment methods deployed vary and may involve engaging with external experts, scenario modelling, engagement with existing risk mitigation programmes, and development of new risk mitigation and control strategies that will be sustainable over the longer term. We scan for emerging risks in a wide array of domains, including economics and geopolitics, social and demographic, technology, legal and regulatory, environment and sustainability, global and local workforce, and business and competitive environment. We focus our emerging risk assessments and monitoring according to likelihood, impact and velocity. Examples of emerging risks that are monitored include geopolitical instability in the Middle East, development of generative artiﬁcial intelligence, uncertainty related to global trade policies, and physical and transitional climate change-related risks and opportunities. Double materiality assessment This year, we conducted a double materiality assessment (DMA) to identify and prioritise the sustainability topics most relevant to our business. The assessment results highlighted several material topics, with the most signiﬁcant being Product Quality and Patient Safety and Access to Medicines, (see page 48). These and the other material topics identiﬁed are monitored and managed under relevant principal risks, ensuring they are integrated into our risk management framework and decision-making processes. Internal control activities Compliance and internal control functions across the Group develop and manage internal control systems, frameworks and processes for their areas of focus as part of risk mitigation strategies, to meet internal and external expectations, and to ensure compliance with regulatory requirements. In 2024, we evaluated our internal control framework in preparation for the updated UK Corporate Governance Code 2024 (the 2024 Code) Provision 29 requirements for a declaration of eﬀectiveness of the material controls at 31 December 2026. Through this evaluation, material risks and internal controls have been mapped. The programme will continue to enhance controls in relevant frameworks and launch training on best practices for formal controls. Priorities for 2025 In 2025 we will continue to develop connections and partnerships between compliance and internal control functions, and external groups to bring greater assurance for the Group. We will continue to prepare and adapt to the 2024 Code. We will further develop sustainability and climate-related risk assessments alongside existing and upcoming regulations, see the ‘Sustainability reporting readiness’ section on page 49 for more details. 81 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Risk management continued In 2024, we embraced the transformative potential of artiﬁcial intelligence (AI) (and machine learning (ML)) technologies to drive automation, innovation, and eﬃciency. AI oversight Recognising the importance of responsible and ethical deployment, we established an AI Advisory Board (AIAB) to ensure that we leverage AI responsibly to drive excellence and improve eﬃciencies across the business, helping us deliver on our purpose of putting better health within reach, every day. With a focus on exploration, education, and governance, the AIAB has set out principles related to data privacy, accountability, explainability, transparency, fairness, bias detection, security, safety, validity, and reliability. Policy, governance and risk management frameworks have been developed and integrated with our approach to using AI. AI initiatives Exploration: deployment of AI tools for controlled uses; encouraging engagement through internal innovation competition to identify opportunities and use cases. Education: training made available for all employees to support understanding and use of AI tools; engagement with relevant functions on AI-related threats and opportunities. Governance: issued AI guidelines to all employees; conducting risk assessments for AI suppliers; ongoing monitoring of regulatory and legal developments. Through these initiatives, Hikma is committed to harnessing AI’s potential while ensuring ethical and eﬀective implementation. Case study: Artiﬁcial intelligence (AI) and Hikma Principal risks and uncertainties The Group faces risks from a range of sources that could have a material impact on our ﬁnancial commitments and ability to trade in the future. The Board performs robust assessments of strategic, operating and emerging risks for the Group, considering our risk context, and input from executive management. In 2024, as a result of the conﬂict in the Middle East, Hikma supported our people in Lebanon and closely monitored impacts on increased shipping costs and lead times. The situation is managed to the degree possible by local, regional and group management teams across multiple principal risk areas, overseen by the Executive Committee and Board. The Board determined that the principal risks facing the Group have not materially changed over the year and that there are no new principal risks to be added. The set of principal risks should not be considered as an exhaustive list of all the risks the Group faces. Certain risk factors are outside the control of management. The Board recognises that the principal risks are dynamic and that management of these risks must be continuous as the risk environment changes. The Board is satisﬁed that the principal risks are being managed appropriately and consistently within the target risk appetite. Eﬀectively managing these risks is directly linked to the performance of our strategic KPIs (see pages 18–19) and the delivery of the strategic priorities outlined on pages 8–9. The principal risks are set out below with examples of management actions that help to control the risk; the actions described do not include all actions taken by management. 82 Hikma Pharmaceuticals PLC | Annual Report 2024 Industry dynamics Risk description Management actions The commercial viability of the industry and business model we operate may change signiﬁcantly as a result of geopolitical events, macroeconomic factors, local political action, societal pressures, regulatory interventions or changes to participants in the value chain of the industry. – Signed signiﬁcant new long-term manufacturing agreement in Generics segment – Acquired Xellia commercial capabilities, product portfolio and manufacturing facility, including aseptic premix bag ﬁlling capabilities – Expanded commercial presence in new markets in Europe – Completed construction phase of new manufacturing plants in Morocco, Algeria and Tunisia to enhance production capacity – Grew commercial presence in MENA markets through targeted business development initiatives – Continued local investment in line with localisation requirements – Increased focus on developing consumer healthcare business for MENA – Improved access to diabetes treatments and strengthened leading position in oncology Product pipeline Risk description Management actions Selecting, developing and registering new products that meet market needs and regulations, aligned with Hikma’s strategy to provide a continuous source of future growth. – Launched liraglutide injection in the US, the ﬁrst approved generic GLP-1 referencing Victoza® – Launched ﬁrst specialty injectable product in the US, Combogesic – Acquired and integrated Xellia R&D pipeline assets and R&D Centre in Zagreb, and with acquired manufacturing capability, opened up opportunity to introduce pipeline projects that require aseptic bag line technology – Strengthened management across R&D teams – Established in-house extractables and leachables risk mitigation capability – Signed business development deals to bolster MENA pipeline and increase patient access to needed treatments – Acquired the rights to Takeda brands currently licensed to Hikma for MENA with production to move in-house, ensuring continuity of supply People Risk description Management actions Developing, maintaining and adapting organisational structures, management processes and controls, and talent attraction and retention to enable eﬀective delivery by the business in the face of rapid and constant internal and external change. – Took actions at site, function, and team levels to address areas of improvement identiﬁed in the People Voice Survey, see page 26 – Developed plans to address high turnover rates in speciﬁc countries and functions – Development of a new grade structure, wellbeing programmes, new recognition programmes – Established a specialist department to promote our culture, drive engagement and ensure supportive environments for all our people – Implemented training programmes and leadership development initiatives to build local expertise and improve employee retention – Enhanced succession planning programme for senior roles – Optimised the MENA operating model for central functions and local sites 83 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Reputation Risk description Management actions Building and maintaining trusted relationships with our stakeholders relies on developing and sustaining our reputation as one of our most valuable assets. – Completed double materiality assessment (DMA) (see page 48) – Engaged on a regular basis with investors and analysts, including the attendance of conferences, hosting meetings with management and investor relations, including site visit to manufacturing facility in Casablanca, Morocco – Continued to build strong relationships with current and potential future CMO partners – Internal and external monitoring and management of issues that may impact reputation – Focused our editorial delivery to communicate our progress against our business strategy and acting responsibility framework, leveraging our digital communication channels to engage external and internal stakeholders Ethics and compliance Risk description Management actions Maintaining a culture underpinned by ethical decision-making, with appropriate internal controls to ensure staﬀ and third parties comply with our Code of Conduct, associated policies and procedures, as well as all applicable legislation. – Updated and refreshed various Corporate and local Compliance policies and procedures, including ABC, Conﬂict of interest, Giﬅs, Hospitality and Entertainment – Collaborated with Legal and Procurement to implement enhanced due diligence processes for modern slavery risk assessment – Continued participation in international anti-corruption initiatives, including the Partnering Against Corruption Initiative (PACI) – Continued review of the eﬀectiveness of our compliance programmes and alignment to international best practice expectations, including areas of anti-bribery and whistleblowing management Information and cyber security, technology and infrastructure Risk description Management actions Ensuring the integrity, conﬁdentiality, availability and resilience of data, securing information stored and/or processed internally or externally from cyber and non-cyber threats, maintaining and developing technology systems that enable business processes, and ensuring infrastructure supports the organisation eﬀectively. – Monitored opportunities and threats related to artiﬁcial intelligence (AI) and machine learning (ML) systems through AI Advisory Board – Updated disaster recovery runbooks for strategic assets – Partnered with legal to review and establish controls to ensure compliance with Data Privacy Legislation in relevant MENA markets – Partnered with Saudi FDA to ensure serialisation compliance and integration with agency systems – Enhanced Cyber Security Operations capabilities – Automated third-party cyber-risk assessments into the procurement process on the Ivalua platform. This ensures consistent and eﬃcient evaluation of cybersecurity risks associated with new and existing suppliers – Completed external assessment of information security maturity aligned to the industry-standard NIST cybersecurity framework and the CMMI maturity model – Maintained alignment with ISO 27001 standards Risk management continued 84 Hikma Pharmaceuticals PLC | Annual Report 2024 Legal, regulatory and intellectual property Risk description Management actions Complying with laws and regulations, and advising on their application. Managing litigation, governmental investigations, sanctions, contractual terms and conditions and adapting to their changes while preserving shareholder value, business integrity and reputation. – Established an AI Advisory Board with other departments to oversee the development, deployment, and impact of artiﬁcial intelligence technologies on the Group’s operations, see page 82 – Continuous monitoring and assessment of developments in global legal and regulatory landscape and potential impacts on the Group – Worked on ﬁnalising the in principle settlement for the vast majority of opioid-related lawsuits and defending remaining lawsuits in North America, see page 172 – Monitored and managed litigation activity in the US, including various anti-trust matters, see page 198 – Continued to implement comprehensive data privacy and security measures to protect sensitive information and comply with data protection regulations, including in MENA markets – Continued to secure, maintain, and enforce patents and other intellectual property where appropriate to protect the Group’s proprietary assets – Strengthened corporate governance practices to ensure transparency, accountability, and ethical conduct within the organisation – Provided legal support and oversight for successful acquisitions and other strategic transactions, ensuring they are completed smoothly and in compliance with all legal requirements – Conducted regular training sessions for employees on legal and compliance matters to foster a culture of awareness and adherence to legal standards Inorganic growth Risk description Management actions Identifying, accurately pricing and realising expected beneﬁts from acquisitions or divestments, licensing, or other business development activities. – Maintained a healthy pipeline of opportunities to achieve Hikma growth strategy – Extensive due diligence of each acquisition in partnership with external support in order to strategically identify, value, and execute transactions – Extensive Board engagement to review major acquisitions proposed by the Executive Committee to ensure strategic alignment – Post-acquisition performance (ﬁnancial and non-ﬁnancial) monitored closely to ensure integration and delivery on business plan – Post-transaction reviews highlighted opportunities to improve eﬀectiveness of processes – Continue to grow our pipeline through business development (BD) and enhance the eﬀectiveness of BD teams by adding additional resources – Closed the acquisition of Xellia Pharmaceuticals’ US ﬁnished dosage form (FDF) business and related assets and began integration – Acquired the rights to a portfolio of Takeda brands for the MENA region, enhancing product oﬀerings in key therapeutic areas Active pharmaceutical ingredient (API) and third-party risk management Risk description Management actions Maintaining availability of supply, quality and competitiveness of API purchases and ensuring proper understanding and control of third-party risks. – Maintained rigorous selection and qualiﬁcation process for new API suppliers – Continued to secure API supply continuity through qualiﬁcation of alternate sources (internal or external) and stocking strategies – Proactively managed inventory levels to avoid disruptions in supply chain and mitigate impact from inﬂation and global trade uncertainty (eg strategic buy, increased inventory level) – Continuous focus on building long-term supply contracts and strategic partnerships – Enhanced automated due diligence screening process for onboarding and continuous monitoring of third parties, including modern slavery, politically exposed persons, sanctions and other risk areas – Embedded and continued to expand programme assessing the sustainability performance of our suppliers 85 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Crisis and continuity management Risk description Management actions Developing, maintaining and adapting capabilities and processes to anticipate, prepare for, respond and adapt to sudden disruptions and gradual change, including natural catastrophe, economic turmoil, cyber events, operational issues, pandemic, political crisis, and regulatory intervention. – Responded to disruptive events with values-led decision-making, prioritising the protection of the health and safety of our employees and patients, including situation in Lebanon – Enhanced recovery plans for disruptions to IT applications – Closely monitoring developments in the Middle East and assessing potential impact on our people and business – Continued to embed our integrated crisis and continuity management (CCM) programme – Reviewed and refreshed business impact analyses and business continuity plans for all manufacturing sites, incorporating assessments of climate change-related threats – Coordinated IT Continuity and Disaster Recovery assessments at all manufacturing sites and key IT locations – Reviewed and upgraded site emergency response arrangements and capabilities across our facilities – Delivered instructor-led training to employees across the organisation to develop our resilience capability Product quality and safety Risk description Management actions Maintaining compliance with current Good Practices for Manufacturing (cGMP), Laboratory (cGLP), Clinical (cGCP), Compounding (cGCP), Distribution (cGDP) and Pharmacovigilance (cGVP) by staﬀ, and ensuring compliance is maintained by all relevant third parties involved in these processes. – Hikma Quality Council provides oversight and shares best practice across the Group – Quality and safety culture driven throughout the organisation by global initiatives and regularly reinforced by communication from senior executives – Continuous monitoring and assessment of potential contaminants in drug products (eg nitrosamines, penicillins, non-penicillin beta-lactams, monobactams) – Facilities maintained as inspection-ready for assessment by relevant regulators – Ongoing oversight of cGMP compliance of third parties supplying ﬁnished goods, APIs, raw materials, packaging components and other GMP services – Continuous monitoring of quality critical incidents and activities through Notiﬁcation to Management process implemented across the Group – Continuous monitoring of the safety of products to detect any change to risk-beneﬁt balance through the global pharmacovigilance system – Continued to provide governance through cross-functional Drug Safety Committee and PV Quality Committee – Initiated integration of the acquired Xellia R&D into our quality systems – Overseeing upgrades to the acquired Xellia manufacturing facility to incorporate automation in our manufacturing processes Financial control and reporting Risk description Management actions Eﬀectively managing income, expenditure, assets and liabilities, liquidity, exchange rates, tax uncertainty, debtor and associated activities, and reporting accurately, in a timely manner and in compliance with statutory requirements and accounting standards. – Managed ﬁnancial and business challenges related to foreign exchange and access to USD in adverse conditions in Egypt – Completed formal competitive tender for external audit services – Embedded enhanced enterprise-wide fraud prevention and detection programme – Implemented enhanced processes and controls to manage rebates and ensure compliance – Aligned reporting on minimum standard set of controls for ﬁnance and related processes to enable disclosure against Provision 29 of the 2024 Code, see page 112 Risk management continued 86 Hikma Pharmaceuticals PLC | Annual Report 2024 Going concern and longer-term viability In accordance with the UK Corporate Governance Code 2018 Provisions 30–31 and other regulatory disclosure requirements, going concern and longer-term viability assessments are provided. Assessment of position and prospects The Group’s current and forecast ﬁnancial positions are used to assess the going concern position and longer-term viability. The position and prospects of the Group are assessed at Executive Committee meetings and at the end of the ﬁnancial year. The assessments consider strategic and operational updates, principal and emerging risks, ﬁnancial reporting and forecasting from the Chief Financial Oﬃcer, and through the development of a business plan. The business plan takes into account our current position, speciﬁc risks and uncertainties facing the business and known changes to our organisation and business model. The Executive Committee assesses the future strategic positioning of Hikma as a company in the context of the changing business environment. Aspects of this analysis are shown in ‘Our markets’ (see pages 20–21). These various assessments are presented to the Audit Committee and Board of Directors for independent scrutiny of management’s assumptions and modelling approach. The Board also receives regular updates on operational, strategic and ﬁnancial matters from executives. Financial position The ﬁnancial position of the Group as at 31 December 2024 was: – net cash ﬂow from operating activities was $564 million – overall net debt was $1,118 million (1.4 times core EBITDA) – available borrowing capacity is $924 million of committed undrawn long-term facilities (see Note 29 of the Group consolidated ﬁnancial statements on page 195). These facilities are well-diversiﬁed across the subsidiaries of the Group and are with a number of ﬁnancial institutions Covenants on major ﬁnancial debt arrangements are suspended while the Group retains its investment grade status from two rating agencies. As of 31 December 2024 the Group’s investment grade rating was aﬃrmed by S&P and Fitch. Future prospects The Group’s base case forecasts take into account reasonably possible changes in trading performance, including those that may arise related to various inﬂationary eﬀects, currency volatility, facility renewal sensitivities, and maturities of long-term debt. Assumptions Financial modelling for the business plan and the going concern and viability assessments is subject to assumptions related to: – launch and commercialisation of new products – market share and product demand rates – maintenance of certain product prices – political and social stability – ability to increase operational eﬃciency and reduce central costs – eﬀective tax rate being within the current guidance range – ability to reﬁnance existing debt upon maturity (for longer- term viability) Going concern For the purposes of assessing the going concern position, the base case and a forecast including severe but plausible downside risks were analysed over a period longer than 12 months from the date of signing the ﬁnancial statements. The analysis shows that Hikma is well placed to manage its business and ﬁnancial risks successfully despite current uncertainties and conﬁrms that the going concern basis should be used in preparing the ﬁnancial statements. The Directors reviewed and challenged management’s forecasts, downside assumptions and mitigation strategies, and believe that the Group is adequately placed to manage its business and ﬁnancing risks successfully. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period longer than 12 months from the date of signing the ﬁnancial statements and therefore continue to adopt the going concern basis in preparing the ﬁnancial statements, with no material uncertainties. Severe but plausible downside risk scenarios are used to test the viability of the Group.” 87 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Longer-term viability Viability period The longer-term viability of the Group is assessed for a period longer than for the going concern analysis. The Directors determined that a three-year period, ending on 31 December 2027, constitutes an appropriate period over which to provide its viability statement. This is the timeframe for acquisitions and business development opportunities to become integrated into the business, and for pipeline products to contribute as marketed products. Forecasts are more accurate in the near term than in the long term and this limitation also applies to our viability assessments. Stress testing, modelling and sensitivity analysis Management developed severe but plausible risk scenarios that could impact the business adversely. The Group’s strategic objectives, principal risks (PR), assessments of longer-term emerging risks (ER), management input, real-world examples and the ﬁnancial modelling assumptions listed above were used to design the scenarios. Realistic but extremely severe adjustments were further applied for sensitivity analysis. The following hypothetical severe but plausible risk scenarios were reviewed and assessed. Longer-term viability scenarios – Scenario 1: Industry dynamics (PR): Potential signiﬁcant levels of price erosion over and above business plan assumptions – Scenario 2: Product pipeline (PR): Potential signiﬁcant and extensive delays to strategic product launches – Scenario 3: Ethics and compliance (PR): The implications of a systemic failure of the corporate compliance programme leading to a regulator investigation were explored, including reputational impact, ﬁnes and legal fees, loss of sales, remediation expenses, and additional compliance costs – Scenario 4: Product quality and safety (PR): A prolonged regulator- imposed restriction of a major US FDA-inspected manufacturing site was modelled, factoring in loss of sales and remediation expenses, as well as a reduction to operating costs – Scenario 5: Crisis and continuity management (PR): Escalation and development of situations of political and social instability in MENA markets were assessed with loss of sales recognised – Scenario 6: API and third-party risk management (PR): Signiﬁcant disruptions to our raw and packaging materials supply chain were modelled – Scenario 7: Climate change (ER): Disruption as a result of extreme weather events was assessed with impacts on certain facilities including property damage and business interruption (see also our disclosures related to climate change on pages 62–77) – Scenario 8: Information and cyber security, technology and infrastructure (PR): Impacts of a ransomware attack aﬀecting endpoints and ERP systems were modelled with potential loss of sales, general business interruption, and response and remediation costs – Scenario 9 : Legal, regulatory and intellectual property (PR): Potential for ﬁnancial loss as a result of ongoing legal proceedings, see pages 198-199 Longer-term viability analysis The consequences of each of these severe but plausible risk scenarios were modelled over the forecast period and the impacts on EBITDA, ability to meet our debt obligations, and cash ﬂow were determined. Combinations of these scenarios occurring were also assessed for this exercise. The analysis shows that although the scenarios are severe, they do not threaten the viability of Hikma. Headroom was comfortably maintained throughout the viability period for each of the risk scenarios and scenario combinations. The analysis did not rely on management actions that could be taken in the circumstances to reduce the impact and consequences of the risk events. Such actions, the ongoing implementation of the Enterprise Risk Management (ERM) programme and other risk mitigation initiatives, and investment in infrastructure and change initiatives are anticipated to continue to enhance organisational resilience and support longer-term viability. The outcome of these various quantitative and qualitative assessments leads management to believe that Hikma is resilient to downside risk scenarios over the three-year period. This is largely as a result of our ﬁnancial position (in particular our strong balance sheet and low levels of debt) and is supported by the fact that our business is well diversiﬁed through geographic spread, product diversity, and large customer and supplier bases. Further details are provided in the ‘Our strategy’ (pages 8–9), ‘Our business model’ (pages 12–13), and ‘Our markets’ (pages 20–21) sections of this report. The Directors reviewed and challenged management’s longer-term viability analysis and conﬁrm that they have a reasonable expectation that Hikma will be able to continue in operation and meet its liabilities as they fall due and over the viability period. Risk management continued Our assessments show that Hikma is resilient to downside risk scenarios.” 88 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report Hikma Pharmaceuticals PLC | Annual Report 2024 89 Non-ﬁnancial and sustainability information statement The table below summarises our position on matters relevant to the Non-Financial Reporting Directive, in line with the requirements of sections 414CA and 414CB of the Companies Act 2006. All references made are to publicly accessible information. Summary Further information and policies Our business model – Our diversiﬁed business model allows us to respond to the many opportunities and risks we face, while delivering value for our stakeholders – Our business model, pages 12–13 Principal risks – Our risk management framework is designed to ensure we take a comprehensive view of risk. This includes ﬁnancial and non-ﬁnancial risks that may impact our business and stakeholders – Risk management, pages 80–86 Environmental matters – We are committed to making our operations more energy eﬃcient and environmentally responsible – We continue to improve the way we monitor our impacts, pursuing projects that reduce our environmental footprint – We have put in place a target to reduce our Scope 1 and 2 GHG emissions by 25% by 2030, using a 2020 baseline – We are aligning our internal processes and our public disclosures are consistent with the Task Force on Climate- related Financial Disclosures (TCFD) recommendations – We are aligned with the disclosure requirements of Climate Related Financial Disclosures (CFD) as articulated in the Companies Act – Board-level oversight of environmental sustainability – Environmental matters are incorporated in our risk management framework – We promote environmental sustainability in our supply chain – Protecting the environment, pages 56–59 – TCFD, pages 62-77 – Supplier Code of Conduct 1 Employees – Our employees have always been at the heart of everything we do. As the driving force behind Hikma’s growth and success, our people are our most valuable asset – We are committed to investing in the development of our workforce and in protecting their health and safety. We have 9,500 employees across North America, MENA, Europe and ROW – Stakeholder engagement: employees, page 26 – Empowering our people, pages 54–55 – Code of Conduct 1 – Upholding ethical standards and acting with integrity, pages 60–61 – Group Environmental, Health and Safety Policy Statement 1 – Principal risk: People, page 83 1. Our public policies, codes and statements are available on www.hikma.com 90 Hikma Pharmaceuticals PLC | Annual Report 2024 Summary Further information and policies Social matters – In all of our markets, we work to meet social needs locally and improve lives. We have developed programmes in key areas to address social challenges: – providing better health – supporting education – helping people in need – Where our activities relate to other social matters, we seek to understand the perspective of all stakeholders, determine our role and make clear our position based on our values and purpose – Stakeholder engagement, pages 24–29 – Advancing health and wellbeing, pages 50–53 – Product quality and safety, page 61 – Addressing drug shortages in the US 1 – Animal testing position 1 – Principal risk: Reputation, page 84 – Access to medicines, pages 50-51 – Tax strategy statement 1 Respect for human rights – We respect and uphold the principles of the Universal Declaration of Human Rights both within Hikma and across our value chain – We object in the strongest possible terms to the use of any of our products for the purpose of capital punishment – Upholding ethical standards and acting with integrity, pages 60–61 – Code of Conduct 1 – Supplier Code of Conduct 1 – Modern slavery act policy statement 1 – Use of products in capital punishment 1 – Principal risk: Reputation, page 84 Anti-bribery and corruption – Our Compliance, Responsibility and Ethics Committee leads our eﬀorts to strengthen anti-bribery and corruption policies and manage associated risks – As a publicly-listed company on the London Stock Exchange, we abide by the regulations of the UK Listing Authority. We operate in compliance with the UK Bribery Act 2010, the Foreign Corrupt Practices Act as well as local laws and regulations – Upholding ethical standards and acting with integrity, pages 60–61 – Code of Conduct 1 – Supplier Code of Conduct 1 – Speak up channels 1 – Principal risk: Ethics and compliance, page 84 – Compliance, Responsibility and Ethics Committee report, pages 114–115 Non-ﬁnancial KPIs – We monitor the position, performance and impact of Hikma across a wide range of ﬁnancial and non-ﬁnancial KPIs. Non-ﬁnancial KPIs are used to measure progress towards our strategic priorities (pages 18–19), our exposure to risks (pages 82-86), and are in place in other areas throughout the organisation as part of Hikma’s long-term sustainable growth strategy and our commitment to helping people and improving the communities in which we operate – GHG emissions reduction target, page 56 – Protecting the environment, pages 56–59 – Employees engagement and enablement, page 19 – Audit Committee report, pages 109–113 – Compliance, Responsibility and Ethics Committee report, pages 114–115 – Diversity disclosures, page 97 The Strategic report was approved by the Board of Directors and signed on its behalf by: Riad Mishlawi Chief Executive Oﬃcer 25 February 2025 91 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Financial statements Strategic report 94 Executive Chairman’s overview 96 Corporate governance at a glance 98 Leadership 101 Corporate governance 105 Nomination and Governance Committee report 109 Audit Committee report 114 Compliance, Responsibility and Ethics Committee report 116 Remuneration Committee report 125 Annual report on remuneration 140 Other statutory disclosures Corporate governance 92 Hikma Pharmaceuticals PLC | Annual Report 2024 Strategic report Financial statements 93 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance Executive Chairman’s overview We are committed to high standards of transparency in corporate governance reporting and work hard as a Board to provide strong and stable leadership, supported by our corporate governance framework. Dear Shareholders Hikma continued to perform well in 2024, making excellent progress against our strategic objectives. Aﬅer a number of changes to our Board over the past two years, 2024 represented a period of stability, giving the Board the opportunity to fully support the CEO in establishing himself in his new role, while continuing to deliver against our strategy. The Board also looked to the future with a focus on succession planning, agreeing actions for continuous improvement following the external Board performance review (more details on page 106), and preparations for future reporting requirements in relation to corporate governance and the evolving landscape for sustainability reporting. Succession planning and Board composition A key priority for the Board in 2024 was to review succession plans for Board and senior management roles, noting that two independent Non-Executive Directors would reach nine years of service in 2025, and taking into consideration the changes to the Executive Committee that occurred in late 2023 and early 2024. The Nomination and Governance Committee supported the Board in this endeavour with a detailed review of succession plans for the independent Non-Executive Directors and for the senior management population, in conjunction with the Chief People Oﬃcer. Further information is included in the Nomination and Governance Committee report on page 105. In relation to the independent Non-Executive Directors, John Castellani will reach nine years of service in March 2025 and will retire from the Board at the 2025 AGM. I thank John for his signiﬁcant contribution to Hikma over the past nine years and wish him all the best for the future. Nina Henderson will reach nine years of service in October 2025 and will retire from the Board by the end of the year, allowing Hikma to beneﬁt from Nina’s experience for the remainder of this year. As announced in our 2023 Annual Report, Nina will step down as Remuneration Committee This year the Board has focussed on supporting the CEO in establishing himself in his new role.” Said Darwazah Executive Chairman 94 Hikma Pharmaceuticals PLC | Annual Report 2024 Chair and as a member of all Board Committees following the 2025 AGM. As disclosed in our 2023 Annual Report, the Board approved the following succession plans for the independent Non-Executive Directors to take eﬀect from the 2025 AGM: – Deneen Vojta will succeed John Castellani as Chair of the Compliance, Responsibility and Ethics Committee – Cynthia Flowers will succeed Nina Henderson as Chair of the Remuneration Committee – Laura Balan will succeed Nina Henderson as the designated independent Non- Executive Director for workforce engagement Inclusion and diversity As a Board, we embrace diversity in all forms and believe that diﬀerent perspectives and opinions enhance decision-making. Our Board Diversity Policy sets the approach to the diversity of Hikma’s Board and its Committees in line with the gender and ethnic diversity objectives set by the UK Listing Rules, the FTSE Women Leaders Review and the Parker Review. We are proud to report that Hikma continues to meet all objectives set for diversity under the Board Diversity Policy. The Board Diversity Policy is available on our website at www.hikma.com and information on Board diversity is included on pages 97 and 142. We are equally committed to supporting inclusion and diversity beyond the boardroom. Our Remuneration Committee has integrated targets into the performance measures for variable remuneration, in jursidictions where permitted under applicable local laws, to increase diversity within the senior management population. Further detail is included in the 2022 and 2023 Annual Reports. We are pleased to report an increase in the representation of women in senior leadership roles over the past year and are proud of the high level of ethnic diversity among the senior management population. Information on our senior management and wider workforce diversity is included on page 97 and information on our broader inclusion initiatives is included on page 55. Further information on the Board’s oversight of diversity is included in the Nomination and Governance Committee report on pages 107 to 108. Corporate governance reporting Following the publication of the UK Corporate Governance Code 2024 (the 2024 Code) in early 2024, we have spent time understanding the new requirements and preparing to report on the 2024 Code in our next Annual Report. To demonstrate our commitment to corporate governance reporting, we have updated our disclosure on key Board activities to more explicitly link Board decisions and their outcomes to Hikma’s strategy and objectives, complying early with the updated principles of the 2024 Code. The updated disclosures in relation to key Board activities in 2024 can be found on pages 103 to 104. Workforce engagement Our people are core to Hikma’s growth aspirations and delivery of our strategy. To enhance the Board’s understanding of our colleagues’ perspectives, Nina Henderson is our designated independent Non-Executive Director for workforce engagement, as deﬁned under Provision 5 of the UK Corporate Governance Code 2018. Nina has undertaken an active programme of engagement each year which has contributed to ensuring that workforce perspectives are considered in Board and Committee decision-making, and that the Board, outside of our Executive Directors, is visible among our colleagues. In 2024, the engagement programme was organised in conjunction with the CEO and Nina formally reported to the Board on her observations. As an aspect of her engagement activities, Nina listens to the workforce on career perspectives and reward, including remuneration matters. In early 2024 the Board received the results of the People Voice Survey, Hikma’s employee engagement survey. During the course of 2024, the Board received updates on the additional engagement undertaken with local management teams to identify areas for focus, agreed action plans, and monitored progress against those actions. As noted above, Laura Balan will succeed Nina as the designated independent Non-Executive Director for workforce engagement. To ensure a smooth handover of responsibilities, Nina and Laura have been working together this past year. In 2024, Non-Executive Directors visited Hikma sites and engaged with the workforce, including: – participation in the senior leaders forum in Madrid (Spain) – visits to manufacturing facilities in Riyadh (KSA), Milan (Italy), Columbus and Bedford (OH, US) and Portugal. During these visits, Non-Executive Directors were able to meet with local management and the wider workforce, tour manufacturing facilities and R&D laboratories, and visit Hikma customers including hospitals and physicians. – visits to corporate oﬃces in Portugal, Riyadh (KSA), Munich (Germany), Columbus and Bedford (OH, US), Berkeley Heights (NJ, US) to meet with local management and engage with the local workforce in informal settings over lunches and dinners – meeting with forty women employees in Riyadh (KSA) for a conversation centred on workplace skills, ambitions and career development. Valuable insights were gained on their contributions to Hikma and ideas to support fellow Hikma colleagues – a visit to our site in Casablanca, Morocco for the annual Board strategy meeting, during which the Board visited the new Hikma injectables manufacturing facility and held a dinner with local management Further detail on our workforce engagement activities and outcomes, including a case study on the People Voice Survey, is included in our Section 172 statement on page 26. Stakeholder engagement In the lead-up to, and following the 2024 AGM and in readiness for the 2025 AGM, Hikma undertook a detailed shareholder consultation exercise to gain feedback on the Rule 9 Waivers sought at the 2024 AGM and prepare for the renewal of the Rule 9 Waivers at the 2025 AGM. The aim of the consultation process was to explain the purpose of the Rule 9 Waivers and address any concerns. Following feedback from shareholders, we have developed an FAQ document which is available on our website at www.hikma.com . Further information on the shareholder consultation exercise is included on page 102 and in the FAQ document. In addition to the shareholder consultation relating to the Rule 9 Waivers, the Board undertakes signiﬁcant eﬀorts to understand and, in taking decisions, consider the interests and perspectives of all of our stakeholders, including customers, suppliers, employees, regulators, investors and the communities in which we operate. Further details, including examples of the outcomes and actions from our stakeholder engagement activities, are included in our Section 172 statement on pages 24 to 29. Information on our Supplier Code of Conduct is included on page 60. Looking ahead On behalf of the Board, we look forward to building on the success of 2024 to create long-term sustainable growth for the beneﬁt of all stakeholders in 2025 and beyond. Said Darwazah Executive Chairman 95 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Corporate governance at a glance Board composition 31 December 2024 aﬅer 2025 AGM Executive Chairman 9% 10% Other Executive Directors 18% 20% Non-Independent Non-Executive Directors 9% 10% Independent Non-Executive Directors 64% 60% 2024 Aﬅer 2025 AGM In compliance with Provision 11 of the 2018 Code, when excluding the Chairman, the Independent Non-Executive Directors represent 70% of the Board as at 31 December 2024 and 67% of the Board aﬅer the AGM in April 2025 following the retirement of John Castellani. Independent Director tenure (as at 31 December 2024) Number % 0—3 years 3 42% 4—6 years 2 29% 7—9 years 2 29% Skills and experience Number of Directors who have signiﬁcant and current experience Number of Directors with experience Governance ESG International experience Regulatory and political Pharmaceutical Total Manufacturing Sales Business ethics and integrity Cybersecurity Commercial Listed environment Finance Strategy and risk 4 6 3 5 8 5 5 6 5 4 3 1 7 8 6 6 7 8 9 2 9 2 10 11 10 11 11 11 11 10 11 11 11 11 11 9 5 4 3 The Board delegates some of its powers to the CEO and operates with the assistance of ﬁve committees. The Board is responsible for establishing the Group’s purpose, values and strategy, and ensuring these are aligned with its culture. The Board maintains a list of matters that can only be approved by the Board. The matters reserved to the Board and Terms of Reference for each Committee can be found on our website at The Board see pages 94-144 for corporate governance see pages 98-99 for Director biographies CEO Executive Committee see page 100 Nomination and Governance Committee see pages 105-108 Audit Committee see pages 109-113 Compliance, Responsibility and Ethics Committee see pages 114-115 Remuneration Committee see pages 116-139 Disclosure Committee see our website www.hikma.com Governance framework www.hikma.com . The Board delegates certain matters to its Committees to assist it in discharging its responsibilities. Committee reports can be found on pages 105 to 139. The Board delegates responsibility for running the business and executing the strategy to the CEO, who is supported in this role by the Executive Committee. Biographies for our Executive Committee members can be found on page 100. 96 Hikma Pharmaceuticals PLC | Annual Report 2024 Diversity 1 (as at 31 December 2024) Ethnicity Gender Board 2 Senior management 3 Board Senior management 3 1 2 3 4 5 Minority ethnic 4 (36%) 1. White/Caucasian 25 (29%) Women 5 (45%) Women 26 (30%) White 7 (64%) 2. Minority ethnic, the minority ethnic group includes: 31 (36%) Men 6 (55%) Men 61 (70%) Executive Committee 2 – Middle Eastern 25 (29%) – Asian 4 (5%) – Mixed/Multiple ethnic groups/ two or more races 1 (1%) – Other 1 (1%) 3. Prefer not to say 2 (2%) 4. Did not respond 16 (18%) 5. Unknown 4 13 (15%) Executive Committee Group Minority ethnic 4 (44%) Women 3 (33%) Women 3,352 (35%) White 5 (56%) Men 6 (67%) Men 6,082 (64%) Prefer not to say 81 (1%) UK senior management As required by the Parker Review in 2024, the composition of our senior management team working in the UK is 82% White/Caucasian and 9% Minority ethnic. 9% did not respond to the survey. Hikma subsidiary company directors As required by the Companies Act 2006, the composition of our subsidiary company boards is 48 men (80%) and 12 women (20%). 1. Diversity data collection is conducted in compliance with applicable laws and regulations 2. Relates to Board and Executive Committee members who identify with one of the relevant categories under UK Listing Rule 6, Annex 1 3. Senior management refers to senior direct reports to the CEO and Executive Chairman, and the senior leaders who report directly to them (excluding administrative roles) 4. Ethnic diversity data excludes our employees in France, Portugal, Germany, Spain and Italy due to local GDPR and labour law issues Attendance Board (8 scheduled and 1 unscheduled meetings) Nomination and Governance Committee (4 scheduled meetings) Audit Committee (5 scheduled meetings) Compliance, Responsibility and Ethics Committee (4 scheduled meetings) Remuneration Committee (5 scheduled and 1 unscheduled meetings) Directors Meetings attended Attendance Meetings attended Attendance Meetings attended Attendance Meetings attended Attendance Meetings attended Attendance Said Darwazah 9/9 100% – – – – Riad Mishlawi 9/9 100% – – 4/4 100% – Mazen Darwazah 9/9 100% 4/4 100% – 4/4 100% – Victoria Hull 9/9 100% 4/4 100% 5/5 100% – – Ali Al-Husry 9/9 100% – – – – Patrick Butler 1 2/3 67% 1/1 100% – 0/1 0% – John Castellani 9/9 100% – 5/5 100% 4/4 100% 5/6 83% Nina Henderson2 8/9 89% 4/4 100% 5/5 100% 4/4 100% 6/6 100% Cynthia Flowers 9/9 100% 4/4 100% 5/5 100% – 6/6 100% Douglas Hurt 9/9 100% 4/4 100% 5/5 100% 4/4 100% 6/6 100% Laura Balan 9/9 100% – 5/5 100% – 6/6 100% Dr Deneen Vojta 9/9 100% 4/4 100% – 4/4 100% – Board Chair Committee Chair 1. Patrick Butler retired from the Board on 29 February 2024 2. Nina Henderson was unable to attend the short-form Annual Report sign oﬀ meeting on 21 February 2024 owing to a pre-existing commitment. Nina was in attendance for the long-form year-end sign oﬀ meeting on 15 February 2024 Where a Director was unable to attend a meeting, comments on the business of the meeting were shared with the Chair in advance of the meeting. 97 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Leadership – Board of Directors A Audit Committee C Compliance, Responsibility and Ethics Committee N Nomination and Governance Committee R Remuneration Committee Committee Chair 1 2 3 4 5 6 1. Said Darwazah Executive Chairman Appointed: 1 July 2007 (joined Hikma in 1981) Nationality: Jordanian Experience: Said served as Chief Executive Oﬃcer from June 2022 to August 2023 and from July 2007 to February 2018 and has served as Executive Chairman since May 2014. Said was Chairman and Chief Executive of Hikma’s group holding company from 1994 to 2003 and Minister of Health for the Hashemite Kingdom of Jordan from 2003 to 2006. Said has over 40 years of experience in extensive leadership roles at Hikma. Qualiﬁcations: Industrial Engineering degree from Purdue University, MBA from INSEAD. Other appointments: Chairman of Royal Jordanian Airlines, Dead Sea Touristic & Real Estate Investments, and the Health Care Accreditation Council Jordan. Vice Chairman of Capital Bank, Jordan. Board Member of INSEAD. 2. Riad Mishlawi C Chief Executive Oﬃcer Appointed: 1 September 2023 (joined Hikma in 1990) Nationality: Lebanese Experience : Riad was appointed as Chief Executive Oﬃcer in September 2023, bringing deep knowledge of Hikma, the pharmaceutical industry and a strong track record of delivering proﬁtable growth and strategic expansion. From 2011 to 2023, Riad served as Hikma’s President of Injectables, signiﬁcantly expanding the Injectables product portfolio and manufacturing footprint while maintaining focus on quality and eﬃciency, helping transform the Injectables business into a recognised market leader. Since joining Hikma in 1990, Riad has held various positions of increasing responsibility including Head of Manufacturing Operations at the Group’s former Generics facility in Eatontown, New Jersey. He leﬅ Hikma in 1998 to join Watson Pharmaceuticals, where he was Executive Director of Operations. Riad returned to Hikma in 2004 and held a series of positions in the Group’s Injectables business. Qualiﬁcations: BSc in Engineering and an MS in Engineering and Management from George Washington University. Other appointments: None 3. Mazen Darwazah C N Executive Vice Chairman, President of MENA Appointed: 8 September 2005 (joined Hikma in 1985) Nationality: Jordanian Experience: Mazen is responsible for the strategic and operational direction of the business across the MENA region. During his 39 years of service at Hikma, Mazen has held an extensive range of positions within the Group. He has previously served as the President of the Jordanian Association of Manufacturers of Pharmaceuticals and Medical Appliances. Qualiﬁcations: BA in Business Administration from the Lebanese American University, Advanced Management Plan from INSEAD. Other appointments: Senator in the Jordanian Senate. Trustee of Birzeit University and King’s Academy. Member of HM King Abdullah’s Economic Policy Council. Board Director at Rakuten Medical Inc. 4. Victoria Hull A N Senior Independent Director Appointed: 1 November 2022 as Non-Executive Director (Senior Independent Director from 28 April 2023) Nationality: British Experience: Victoria has extensive senior executive experience across a broad range of business, legal, commercial and governance matters and strong international experience. In her executive career, Victoria was an Executive Director and General Counsel of Invensys plc and Telewest Communications plc. Victoria is a solicitor and began her career at Cliﬀord Chance LLC. Victoria also served as Senior Independent Director of Ultra Electronics plc, and was previously Non-Executive Director and Chair of the Remuneration Committee at Network International Holdings plc. Qualiﬁcations: Solicitor, LLB (Hons) in Law from the University of Southampton. Other appointments: Non-Executive Director and Chair of the Remuneration Committee of IQE plc. Non-Executive Director at IMI plc and Serco Group plc. 5. Ali Al-Husry Non-Executive Director Appointed: 14 October 2005 (joined Hikma in 1981) Nationality: Jordanian Experience: Ali joined Hikma as Director of Hikma Pharma Limited and held various management and leadership roles within the Group, before stepping into an advisory role in 1995. Ali brings great ﬁnancial experience to the Board as well as an in-depth knowledge of the MENA region and Hikma Pharmaceuticals. Ali was a founder of Capital Bank, Jordan, and served as CEO of Capital Bank, Jordan until 2007. Qualiﬁcations: Mechanical Engineering degree from the University of Southern California, MBA from INSEAD. Other appointments: Director of Endeavour Jordan, Microfund for Women, Capital Bank, Jordan, and DASH Ventures Limited. 6. John Castellani A C R Independent Non-Executive Director Appointed: 1 March 2016 Nationality: American Experience: John brings experience of the pharmaceutical and biotechnical sectors, business ethics, and political and regulatory knowledge to the Board. John was President and Chief Executive Oﬃcer of Pharmaceutical Research and Manufacturers of America (PhRMA) from 2010 to 2015. Prior to that he was President and Chief Executive of Business Roundtable, an association of leading US company chief executives. During his career John has also held senior positions with Burson-Marsteller, Tenneco, and General Electric. Qualiﬁcations: BSc in Biology from Union College Schenectady, New York. Other appointments: Director of 5th Port and the Maine Coastal Healthcare Alliance. 98 Hikma Pharmaceuticals PLC | Annual Report 2024 7 8 9 10 11 7. Nina Henderson A C N R Independent Non-Executive Director Appointed: 1 October 2016 (Employee Engagement from 2019) Nationality: American Experience: Nina brings extensive experience of manufacturing and distribution, marketing, remuneration committee and stakeholder engagement, gained through her executive and non-executive career. Nina was Corporate VP of Bestfoods and President of Bestfoods Grocery prior to its acquisition by Unilever. During a 30-year career with Bestfoods, she held a wide variety of Global and North American executive general management and marketing positions. Nina has previously served as a director of Royal Dutch Shell, AXA Financial, The Equitable Companies, DelMonte, Pactiv and Walter Energy. Qualiﬁcations: Honours graduate and BSc from Drexel University. Other appointments: Non-Executive Director and Chair of Remuneration Committee at CNO Financial Group Inc and International Workplace Group plc. Director of the Foreign Policy Association, St. Christopher’s Hospital for Children, VNS Health and Commissioner of the Smithsonian National Portrait Gallery. Vice Chair of the Board of Trustees, Drexel University. 8. Cynthia Flowers A N R Independent Non-Executive Director Appointed: 1 June 2019 Nationality: American Experience: Cynthia brings detailed knowledge of the pharmaceutical and biotechnical sectors and healthcare practitioner experience to the Board. Cynthia was President and CEO of the North American divisions of the global pharmaceutical companies Ipsen and Eisai, and also held general management positions at Amgen and Johnson & Johnson. For nearly a decade Cynthia served on the Women’s Leadership Advisory Board at Harvard University’s Kennedy School of Government. Qualiﬁcations: BSN from the University of Delaware and Executive MBA from Wharton School at the University of Pennsylvania. Other appointments: Non-Executive Director of Lisata Therapeutics Inc. and Relevate Health Inc. Chief Executive Oﬃcer of OMEZA Holdings Inc. 9. Douglas Hurt A C N R Independent Non-Executive Director Appointed: 1 May 2020 Nationality: British Experience: Douglas brings signiﬁcant ﬁnancial experience, having served as Finance Director of IMI PLC from 2006 to 2015. Prior to this, he held a number of senior ﬁnance and general management positions at GlaxoSmithKline PLC, previously having worked at Price Waterhouse. His career has included several years working in the US as a Chief Financial Oﬃcer and signiﬁcant experience in European businesses as an Operational and Regional Managing Director. Douglas previously served as Senior Independent Director and Chairman of the Audit Committee of Tate & Lyle plc and Vesuvius PLC, Chairman of Countryside Partnerships PLC, and Non-Executive Director and Chair of the Audit Committee of the British Standards Institution. Qualiﬁcations: Chartered Accountant and a Fellow of the ICAEW, MA (Hons) in Economics from Cambridge University. Other appointments: None. 10. Laura Balan A R Independent Non-Executive Director Appointed: 1 October 2022 Nationality: Romanian and British Experience: Laura brings a deep understanding of international business, the pharmaceutical industry globally, key sector trends and dynamics. Laura is a retired partner of The Capital Group Companies, the US investment manager, where she was an investment analyst for 17 years, covering the European healthcare and pharmaceutical industries. Prior to this, Laura held associate and analyst roles at The Goldman Sachs Group Inc, where she focused on European healthcare and pharmaceutical investment research. Qualiﬁcations: CFA Charterholder, BA (Hons) in International Business from the Academy of Economic Studies in Bucharest, Romania. Other appointments: Trustee and Chair of the Finance, Audit & Risk Committee of the Charter Schools Educational Trust. 11. Dr Deneen Vojta C N Independent Non-Executive Director Appointed: 1 November 2022 Nationality: American Experience: Deneen is a healthcare executive with extensive experience in clinical medicine, scientiﬁc research, and care delivery. Deneen is the Executive Vice President (EVP), Health Solutions for Blue Shield California. Previously she served as EVP, Research and Development for UnitedHealth Group (UHG) and as Founder and CEO of MYnetico, which was acquired by UHG. She also served as Chief Medical Oﬃcer of ARIA Health Care System and Health Partners of Philadelphia. In 2022, Deneen was named a Modern Healthcare’s Top Innovator, in 2014, she was an Emmy® Award winner and in 2013, a CES® Innovation Design & Engineering Innovation Honoree. Qualiﬁcations: MD from the Temple University School of Medicine, BS in Behavioral Neuroscience from the University of Pittsburgh. Other appointments: EVP for Health Solutions at Blue Shield of California. Member of the Advisory Board of The Center for Health Incentives & Behavioral Economics at Penn Medicine. Other Directors who served during 2024 Patrick Butler Non-Executive Director Patrick Butler retired from the Board on 29 February 2024. Company Secretary Helen Middlemist Appointed: 1 January 2024 (joined Hikma in 2022) Role: Helen is responsible for advising on relevant law, regulation and best practice in relation to Hikma’s listing on the London Stock Exchange. 99 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Leadership – Executive Committee 1. Riad Mishlawi Chief Executive Oﬃcer 2. Mazen Darwazah Executive Vice Chairman, President of MENA For biographical details, see page 98 3. Hussein Arkhagha Chief People Oﬃcer Joined: 2001 Nationality: Jordanian Role: Hussein was appointed as Chief People Oﬃcer in September 2023. He is responsible for the Human Resources and Compliance Departments, and overseeing legal and Company Secretarial Departments. Hussein has been a standing member of the Executive Committee since 2017. Hussein has held several executive positions during 24 years at Hikma, including Chief Counsel and Company Secretary, General Counsel, Head of Legal/MENA, Head of Shareholders’ Department and Head of Tax. Qualiﬁcations: Hussein holds a Master’s degree in International Business Law from the University of Manchester, under the UK Chevening Scholarship Programme. 4. Bassam Kanaan Executive Vice President, Corporate Development and M&A Joined: 2001 Nationality: Jordanian Role: Bassam was appointed EVP, Corporate Development and M&A in 2014 and has Group-level responsibility for strategic development, acquisitions, and alliances. He also has oversight of the IT function, Global Procurement and Hikma Ventures. Bassam has held several executive positions during 23 years with Hikma, including Chief Financial Oﬃcer in the period from 2001 to 2012, and President & COO for MENA and EU from 2012 to 2014. Bassam played a leading role in preparing for Hikma’s IPO in 2005 and in its subsequent M&A activity. Qualiﬁcations: US Certiﬁed Public Accountant, Chartered Financial Analyst, BA from Claremont McKenna. International Executive MBA from Northwestern University. 5. Khalid Nabilsi Chief Financial Oﬃcer Joined: 2001 Nationality: Jordanian Role: Khalid was appointed as Chief Financial Oﬃcer in 2011 and is responsible for Group ﬁnance, including reporting and capital management. Khalid has held several leadership positions within Hikma’s ﬁnancial functions during 23 years with Hikma, including VP Finance. Qualiﬁcations: Certiﬁed Public Accountant. MBA from the University of Hull. 6. Susan Ringdal Executive Vice President, Strategic Planning and Global Aﬀairs Joined: 2005 Nationality: American Role: Susan has served as EVP, Strategic Planning and Global Aﬀairs since 2012 and is responsible for strategic planning, investor relations, corporate communications, and sustainability. Prior to joining Hikma, Susan worked for Alliance Unichem and Morgan Stanley. Qualiﬁcations: BA in History from Cornell University. MBA from London Business School. 7. Dr Bill Larkins President of Injectables Joined: 2022 Nationality: American Role: Bill was appointed as President of Hikma’s Injectables business in September 2023. Bill has extensive experience in the sterile injectable generic market, having previously served as Chief Executive Oﬃcer of Custopharm, which was acquired by Hikma in 2022, and until September 2023 served as Hikma’s Senior Vice President, R&D, Injectables. Qualiﬁcations: BSc in Chemistry from Purdue University and a PhD in Analytical Chemistry from The Ohio State University. 9. Dr Hafrun Fridriksdottir President of Generics Joined: 2024 Nationality: Icelandic and American Role: Hafrun joined Hikma in April 2024 as President of Hikma’s Generics business. Prior to joining Hikma, Hafrun held senior executive roles at leading global pharmaceutical companies including Alvotech, Teva Pharmaceuticals, Allergan and Actavis, and most recently has served in advisory and board roles for several biotech and mid-sized pharma companies. Qualiﬁcations: MS Degree in Pharmacy and a PhD in Physical Pharmacy from the University of Iceland. 8. Julie Hill Senior Vice President, Corporate Quality Compliance/Health and Safety Joined: 2016 Nationality: American Role: Julie has served as Senior Vice President, Corporate Quality Compliance/Health and Safety since February 2024. Julie joined Hikma through the 2016 acquisition of Roxane Laboratories and most recently served as Vice President, Quality, for Hikma’s Generics business. Prior to that, she served in various leadership roles with Hikma and predecessor companies at Hikma’s Columbus, Ohio, generics manufacturing facility. Qualiﬁcations: Bachelor of Science degree in Biochemical Engineering from Purdue University. 1 2 3 4 5 6 7 8 9 100 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance report UK Corporate Governance Code compliance Hikma is committed to high standards of corporate governance and we work hard to apply the Principles of the UK Corporate Governance Code 2018 (the 2018 Code) and the Markets Law of the Dubai Financial Services Authority (the Markets Law). The 2018 Code and associated guidance are available to view on the Financial Reporting Council’s website at www.frc.org.uk . The report on pages 94 to 144 describes how the Board has applied the 2018 Code and Markets Law throughout the year ended 31 December 2024. Other than Provisions 9 and 19, as referred to in the following section on the Executive Chairman, Hikma has complied with all Provisions of the 2018 Code throughout the year. Our commitment to corporate governance reporting Following the publication of the UK Corporate Governance Code 2024 (the 2024 Code) in January 2024, the Board has spent time understanding the new requirements, mapping Hikma’s practices against the updated Principles and Provisions and preparing to report on the 2024 Code from 1 January 2025 (except for the new Provision 29 on internal controls, which will be reported on from 1 January 2026). To demonstrate our commitment to transparent corporate governance reporting, we have updated our disclosure on key Board activities to more explicitly link Board decisions and their outcomes to Hikma’s strategy and objectives. Key Board activities in 2024 can be found on pages 103 to 104. Executive Chairman The Board acknowledges that Said Darwazah’s position as Executive Chairman, his previous role as CEO and his overall tenure are departures from Provisions 9 and 19 of the 2018 Code. The background to this role, rationale for the role and safeguards to support our governance structure are summarised below. Background The Executive Chairman role was created in February 2018, following the appointment of a new CEO. Previously, Said Darwazah was the Executive Chairman and CEO. The Board continues to consider that it is important to retain corporate memory, important relationships and the culture of the organisation, and views the retention of Said’s services as valuable in developing Hikma’s strategy. The Board consulted shareholders prior to Said’s appointment as Executive Chairman and CEO in May 2014 and following the change to the position of Executive Chairman in February 2018. Rationale The Board is focused on the commercial success of Hikma and believes that continuing the position of Executive Chairman is the best way to achieve success for Hikma for the following reasons: – Continuity of strategy: Said has been a driving force behind the strategic success of the business since 2007 and the Board believes that it is important for the continued success of the Group that he remains in a strategic role. The Executive Chairman’s role is to develop the Group’s strategy in conjunction with the CEO. The division of responsibilities for our Executive Chairman and CEO are available on our website at www.hikma.com – Proﬁle: the Executive Chairman position is highly visible inside and outside Hikma, providing leadership to the Board and management of the Group, acting as an ambassador with business partners and advisers to the organisation – Shareholder support: on a rolling ﬁve-year basis, shareholder votes have been in favour of the Executive Chairman’s re-election at the Annual General Meeting (AGM), with an average vote of 96% in favour – Stakeholder engagement: a signiﬁcant number of Hikma’s key political and commercial relationships across the MENA region, Asia and some continental European countries are built on the long-term trust and respect for the Darwazah family such that the role of the Executive Chairman remains key. During 2024 the Executive Chairman undertook an active programme of stakeholder engagement activities, joining the CEO and CFO at the Jeﬀeries London Healthcare Conference, where they met with investors, partners and advisers to discuss Hikma’s strategic progress and strong position for continued success in 2025 and beyond. In 2024 the Executive Chairman received recognition for his contributions to healthcare, being named on the Arabian Business Healthcare Visionaries list and ranked second on Forbes’ Middle East Top 100 Healthcare Leaders, 2024. These accolades reﬂect on the Executive Chairman’s decades of leadership at Hikma, and the Group’s ongoing impact on the healthcare industry Safeguards The Board continues to operate the following enhanced governance controls to support the Executive Chairman role: – Governance structure review: the independent Non-Executive Directors meet aﬅer every Board meeting in a private session chaired by the Senior Independent Director. They also undertake an annual review of the appropriateness of the governance structure, the division of responsibilities between the Executive Chairman and the CEO, safeguards and shareholder views. During their 2024 meeting, the independent Non-Executive Directors reviewed the succession plan, stakeholder views and the eﬀectiveness of the governance controls in place to support the Executive Chairman role, and concluded that the Executive Chairman role should continue – Board role statements: The division of responsibilities for our Executive Chairman and CEO are available on our website at www.hikma.com – Senior Independent Director role: the Senior Independent Director has an enhanced role at Hikma, taking joint responsibility, with the Executive Chairman, for the annual Board performance review, setting the Board agenda, agreeing action points and the minutes of the meetings – Committee Chair roles: the Chairs of the Board Committees and the Director responsible for workforce engagement undertake a signiﬁcant amount of work in the discharge of their responsibilities – Transparency and engagement: Hikma has always had the highest regard for shareholders, with several of the original investors from before listing still investing and supporting Hikma today. Over the c.19 years since ﬂotation Hikma has maintained the highest standards of shareholder engagement, which reﬂects the importance placed in maintaining strong investor relations and governance The Board considers that the Executive Chairman role is key to Hikma and does not intend to make any changes to this structure in the medium term. Should shareholders require any further information relating to these matters, questions may be directed to the Company Secretary. 101 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Independence 2024 AGM voting result The Board reviews the independence of each of its Non-Executive Directors during the year as part of the annual corporate governance review and succession planning process, which includes consideration of progressive refreshment of the Board. We are committed to ensuring that the Board comprises a majority of independent Non-Executive Directors, who objectively challenge management, balanced against continuity on the Board. This is also important to meet the independence requirements of the Board Committees. The Board considers Victoria Hull, John Castellani, Nina Henderson, Cynthia Flowers, Douglas Hurt, Laura Balan and Dr Deneen Vojta to be independent as at the date of this report. These individuals have extensive experience of international pharmaceutical, ﬁnancial, corporate governance and regulatory matters, bring strong independent oversight, continue to demonstrate independence and were not associated with Hikma prior to joining the Board. On 1 March 2025, John Castellani will reach nine years of service on the Board, which Provision 10 of the 2024 Code identiﬁes as a circumstance likely to impair or which could appear to impair a non-executive director’s independence. To preserve the independence of our Board, John will step down from the Board following the AGM in 2025. The Board does not view Ali Al-Husry as an independent Director. This is due to the length of his association with Hikma, having held an executive position with Hikma prior to listing, and his involvement with Darhold Limited, Hikma’s largest shareholder. However, Ali continues to bring to the Board broad corporate ﬁnance experience, in-depth awareness of the Group’s history, and a detailed knowledge of the MENA region, which is an important and specialist part of the Group’s business. At the AGM held on 25 April 2024 (2024 AGM), Hikma received signiﬁcant votes (deﬁned as above 20% under Provision 4 of the 2018 Code) against Resolution 22 (the Rule 9 Waiver (Buyback Waiver)). The Rule 9 Waiver (Buyback Waiver) sought the approval of independent shareholders for a waiver obtained from the Panel on Takeovers and Mergers in respect of any obligation that could arise, pursuant to Rule 9 of the Takeover Code, for the Darhold Concert Party (as deﬁned in the 2024 Notice of AGM) to make a general oﬀer for all the issued Ordinary Share capital of Hikma, following an increase in the percentage of shares held by the Darhold Concert Party to 30% or more, resulting from the exercise by Hikma of the authority to purchase its own Ordinary Shares pursuant to Resolution 20 (which received approval from 99.32% of those voting). The Board continues to believe that in order to promote the success of Hikma and act in the best interests of shareholders, Hikma should have the ﬂexibility to return value to shareholders through a possible future buyback programme. Had the Rule 9 Waiver (Buyback Waiver) not been approved, Hikma would not be able to eﬀect such a buyback programme. Hikma engaged in a constructive dialogue with its shareholders and proxy advisers ahead of and following the 2024 AGM, to explain the rationale behind the Rule 9 Waiver (Buyback Waiver) and address any concerns they may have. This included individual meetings with our largest 20 independent shareholders on the Rule 9 Waiver and a broader engagement programme with the next 50 independent shareholders to provide further explanations of the Rule 9 Waiver, which together represented a large percentage of Hikma’s independent voting capital. The meetings held with investors and proxy advisers were productive and informative, and following this engagement, we consider that the rationale for the Rule 9 Waiver is well understood by our largest shareholders. We also acknowledge that a Rule 9 Waiver is not a market-typical resolution and the associated safeguards that accompany it may not be well understood. To address this point and to prepare for the 2025 AGM, we have commenced a further programme of shareholder engagement and have prepared an FAQ document based on the most common queries and concerns raised on Rule 9 Waivers. This document is available on our website at www.hikma.com . Should shareholders require any further information relating to the Rule 9 Waiver, questions may be directed to the Company Secretary or the Investor Relations team. In accordance with the requirements of Provision 4 of the 2018 Code: – We provided additional information in our announcement of the AGM voting result on 25 April 2024, including feedback received from shareholders to understand the reasons behind the result and the actions we intended to take – On 24 October 2024, we provided a further update within the six-month period prescribed by Provision 4 of the 2018 Code on the actions taken since the 2024 AGM – We included a ﬁnal summary above on the impact the feedback has had – Preparations are underway to seek shareholder approval for a renewal of the Rule 9 Waiver at the 2025 AGM. This includes a further shareholder engagement campaign and the creation of an FAQ document based on the most common queries and concerns raised by shareholders on Rule 9 Waivers, which is available on our website at www.hikma.com . Further detail on the Rule 9 Waiver is included in the explanatory notes to the 2025 Notice of AGM, available at www.hikma.com . Corporate governance report continued 102 Hikma Pharmaceuticals PLC | Annual Report 2024 Culture To demonstrate our commitment to transparent corporate governance reporting, we have updated our disclosure on key Board activities to more explicitly link Board activities, decisions and their outcomes to Hikma’s strategy and objectives. Our values We are Innovative We are Caring We are Collaborative Key Board activities in 2024 Our values Hikma’s values build on our founder’s vision of Hikma as a company with high ethical standards, where our people thrive in a supportive environment. These values were introduced in 2020, following engagement with our workforce and a thorough review of our culture by the Board. In the boardroom, we are reminded of our values regularly and are guided by them when making decisions and engaging with the Executive Committee and the wider workforce. Read more about our values at www.hikma.com . Further information on the Group’s activities as they relate to culture is available on pages 19, 26, 54 to 55 and 60 to 61. Indicators of culture reviewed by the Board and its Committees: – reviewing the volume and nature of whistleblowing reports and outcome of any investigations – internal audit reports and ﬁndings, as attitudes to regulators and internal audit can give an early indication of potential culture-related issues – feedback reports on workforce engagement activities – monitoring compliance with our Code of Conduct – reports from the Compliance, Responsibility and Ethics Committee – results of our workforce engagement surveys – ﬁrst-hand experience from engagement with the workforce during site visits Strategic pillars: Business and strategy Link to strategic priorities Approved the acquisition of parts of Xellia Pharmaceuticals. This delivers on our strategy and supports the long-term growth of the Injectables business. It adds a diﬀerentiated portfolio and pipeline, signiﬁcantly expands Hikma’s US Injectables manufacturing capacity, adds complex manufacturing technologies and enhances Hikma’s R&D capabilities Received updates on the signing of a signiﬁcant new long-term CMO contract with a global pharmaceutical company. Our CMO business is key to our Generics strategy, supporting stronger revenue growth and proﬁtability, while improving the utilisation of our Columbus, Ohio site Approved an agreement in principle to resolve the opioid related cases brought against Hikma Pharmaceuticals USA Inc. by US states, their subdivisions, and tribal nations. These cases represent the vast majority of cases brought against Hikma related to the manufacture and sale of prescription opioid medications. The agreed upon settlement is not an admission of wrongdoing or legal liability. The Board considered investors, the long-term success of the Group, and maintaining high standards of business conduct Oversaw the launch of Combogesic®, our ﬁrst specialty injectable product in the US, and expanded commercial presence in Europe with entries into Spain and the UK In line with the Board-approved strategy, strengthened product mix in our Branded business through continued shiﬅ towards higher value medicines Held the annual two-day strategy meeting in Casablanca, Morocco, during which the Board visited the new Hikma injectables manufacturing facility and discussed the Group strategy, progress and future plans for growth Reviewed and approved the ﬁve-year business plan, capital expenditure plan and budget for 2025 Reviewed business development opportunities throughout the year and completed post-acquisition reviews of Custopharm and the Canadian assets of Teligent, which were acquired in 2022 Strive for excellence People and responsibility Diversify and diﬀerentiate 103 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Key Board activities in 2024 continued Performance, risk and operations Link to strategic priorities Received reports from the CEO and CFO at each meeting which included progress against strategic objectives, ﬁnancial performance and key areas of focus Monitored key legal matters which were summarised by the Group General Counsel in regular legal reports Received updates from management on quality compliance, health & safety, pharmacovigilance and regulatory aﬀairs Reviewed the Group risk report and approved the principal risks and risk appetite, and the emerging risks Received and discussed the annual update on cyber security, which included training on cyber awareness for Board members Approved the annual statements on Modern Slavery and Tax Strategy, which are available on our website at www.hikma.com Following a formal competitive audit tender process, approved the reappointment of PwC as external auditor of the Company from 2026 onwards. More information can be found on page 110 Corporate governance and succession planning Link to strategic priorities Planned and completed the 2024 external Board performance review. More information on the process, insights and outcomes of the Board performance review can be found on page 106 Oversaw the orderly succession for the independent Non-Executive Directors handing over responsibilities in April 2025 Ensured high-quality leadership in place to drive the next phase of growth for our Generics business, receiving updates on the appointment of Hafrun Fridriksdottir as President of Generics Received reports from Committee Chairs on the work of the Board committees Reviewed the new corporate governance reporting requirements under the 2024 Code, mapping Hikma’s practices against the updated Principles and Provisions Stakeholder focus Link to strategic priorities Considered the results of Hikma’s People Voice Survey, the recommended areas of focus and actions, and the progress made against action plans. More information can be found on page 26 Approved a progressive dividend policy to return value to shareholders. This resulted in an increased dividend of 72 cents per share for the full year 2023 (2022: 56 cents per share). The expected full-year dividend for 2024 is 80 cents per share Received reports from the designated Non-Executive Director for workforce engagement on feedback received from our people during visits to Hikma sites in Portugal, KSA, US Approved the UK Carbon Reduction Plan which conﬁrms Hikma’s commitment to achieving Net Zero emissions by 2050 for its UK sites. The UK Carbon Reduction Plan is available on our website at www.hikma.com Considered the feedback provided from investors as part of the annual investor perception report Undertook an engagement programme with investors regarding the Rule 9 waiver. More information can be found on page 102 More information on stakeholder engagement activities and outcomes is included in our Section 172 statement on pages 24 to 29 Strategic pillars: Corporate governance report continued Strive for excellence People and responsibility Diversify and diﬀerentiate 104 Hikma Pharmaceuticals PLC | Annual Report 2024 Dear Shareholders The Nomination and Governance Committee (NGC or the Committee) has continued to play a key role in the oversight of the Group’s governance arrangements and succession planning. Succession The Committee oversees succession for both Executive and Non-Executive Directors and reviews the succession plans for these roles. Below Board level, the Committee is responsible for ensuring that appropriate arrangements are in place for senior positions, including the Executive Committee. Executive As identiﬁed during the 2023 Board evaluation, a key priority for 2024 was to review succession plans for the Board and Executive Committee. During 2024 the Committee undertook a detailed review of succession plans for the Executive Committee and certain other senior roles, prepared by the Chief People Oﬃcer, Hussein Arkhagha. The Committee intends to build on this work in 2025, maintaining the format of regular updates to review succession planning for the Executive Directors. The Committee also received updates on the appointment by the CEO of two new Executive Committee members: Julie Hill, Senior Vice President, Corporate Quality Compliance/Health and Safety joined the Executive Committee in February 2024, and Hafrun Fridriksdottir, President of Generics joined Hikma and the Executive Committee in April 2024. Both bring outstanding leadership qualities and valuable insights to the Executive Committee and Hafrun has the research and development leadership capabilities to drive Hikma’s Generics business in its next phase of growth. Non-Executive As disclosed in our 2023 Annual Report, following recommendation by the Committee, the Board approved the following succession plans in February 2024, to take eﬀect from the 2025 AGM: – Deneen Vojta will succeed John Castellani as Chair of the Compliance, Responsibility and Ethics Committee when John steps down from the Board at the conclusion of the 2025 AGM – Cynthia Flowers will succeed Nina Henderson as Chair of the Remuneration Committee at the conclusion of the 2025 AGM – Laura Balan will succeed Nina Henderson as the designated independent Non-Executive Director for workforce engagement at the conclusion of the 2025 AGM Each successor has shadowed the incumbent in their role for the past year to ensure a smooth handover of responsibilities. In 2025 the Committee will review and update the Board skills matrix. The skills matrix will be mapped against Hikma’s strategic priorities to identify key skills and experience required to support the delivery of the strategy and inform future Non-Executive Director recruitment. Nomination and Governance Committee Activities in 2024 – Agreed succession plans for two independent Non- Executive Directors who will retire in 2025, having reached nine years of service – Completed a detailed review, with the Chief People Oﬃcer, of the succession plans for the Executive Committee and certain senior roles – Conducted an externally facilitated Board performance review to evaluate the eﬀectiveness of the Board and its Committees – Reviewed Hikma’s readiness to report against the UK Corporate Governance Code 2024 from the ﬁnancial year 2025 Priorities for 2025 – Monitor the implementation of actions agreed as part of the 2024 Board performance review – Continue to reﬁne succession planning for the Executive Committee and senior management – Review and update the Board skills matrix to inform future Non-Executive Director recruitment Victoria Hull Chair, Nomination and Governance Committee and Senior Independent Director Letter from the Chair 105 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Nomination and Governance Committee continued Board performance review In line with the UK Corporate Governance Code 2018 (the 2018 Code) we undertake a formal and rigorous annual evaluation of performance of the Board, its committees, the Chairman and individual Directors. We operate a three-year cycle of an external Board Performance Review (BPR) in year one, followed by internal reviews in years two and three. Our last external evaluation took place in 2021, so in 2024, Hikma undertook an external BPR. Hikma engaged Lintstock Limited (Lintstock) to facilitate this process. Lintstock is an advisory ﬁrm that specialises in Board reviews and had no pre-existing connections, beyond conducting Board reviews, with Hikma or any individual Director. Process A questionnaire was issued in August 2024 to be completed by all Board members. The questionnaire covered: – Board composition and dynamics – Board support and meeting management – The Board’s performance on key areas such as strategy, risk and people – Priorities for change A questionnaire was also issued for each Board Committee and was completed by Committee members. One-to-one interviews were held with each Board member in September 2024 Findings of the questionnaires and interviews were collated, anonymised, and a summary report was produced in October 2024 Discussions of the insights and recommendations were held in November 2024 with the SID, Executive Chairman, CEO, Committee Chairs and Group Company Secretary In December 2024, the Board discussed the ﬁndings and agreed an action plan for 2025, which is set out in the following paragraphs The 2024 BPR was led by myself, as SID, with the support of the Group Company Secretary. Insights from 2024 Overall, the Board operates to a high standard and continues to add real value to the business. Board dynamics were seen to be positive, with results showing a high level of respect between Board members, an environment that allows robust discussions, and an appropriate balance of support and challenge to management. Lintstock’s report highlighted the collective willingness of the Directors to participate in a constructive manner and identify areas for continuous improvement. A summary of the agreed actions is set out below. Action plan for 2025 The Board noted key ﬁndings and agreed the following actions for 2025: Key ﬁnding Actions Strategic updates Enhancements to the format of the CEO report and time allocated for discussion, to ensure a regular cadence of updates to the Board on key strategic topics and initiatives. Board governance Identiﬁed key policies and procedures to update during 2025, including reﬁnements to the Board protocol for paper submissions. Succession planning Refresh the Board skills matrix and map against Hikma’s strategy to identify key skills and experience, informing future Board recruitment. Sustainability Acknowledging the changing landscape of sustainability reporting and regulation, review responsibilities for sustainability topics among the Board committees and update terms of reference as necessary. Independent Non-Executive Directors Noting that Hikma’s largest shareholder is represented on the Board, increase the number of meetings of the independent Non-Executive Directors. BPR Improvements to the process for individual Director performance reviews for 2025. Progress against actions from 2023 Good progress has been made against the actions identiﬁed as part of the 2023 BPR: – Succession and talent management: as noted on page 105, signiﬁcant progress has been made in this area with succession plans approved for key Board roles following the planned retirement of two independent Non-Executive Directors in 2025. For the Executive Committee and senior management, the NGC received regular updates throughout the year from the Chief People Oﬃcer on succession plans and associated processes for talent management. This has been built into the annual meeting calendar for future years – Strategy and growth: strengthened discussions of strategic issues by integrating key topics into the annual Board calendar 106 Hikma Pharmaceuticals PLC | Annual Report 2024 Tenure We anticipate that independent Non-Executive Directors will generally serve for a period of up to nine years or, if required to facilitate an orderly transfer of responsibilities, no later than the next Annual General Meeting (AGM) of the Company following the ninth anniversary of their appointment. All appointments are formally reviewed aﬅer three years and again at six years. Except for John Castellani, who will retire from the Board at the conclusion of the 2025 AGM, each Director will stand for re-election at the 2025 AGM. The position of each Director was reviewed during the year as part of the consideration of succession arrangements, independence issues, the annual governance structure review, the BPR and the ongoing dialogue between the Executive Chairman and the SID. Time commitment The Committee continues to review the external commitments of each Director with a view to ensuring that the beneﬁts of the additional experience from their external commitments are not outweighed by reductions in their commitment to Hikma. The Directors achieve excellent attendance and spend signiﬁcant time delivering their responsibilities. Accordingly, the Committee considers that there is currently an appropriate balance. The Committee will continue to monitor the situation. Inclusion and diversity The Board Diversity Policy, which applies to the Board and its committees, sets out the Board’s ongoing commitment to ensure that the Board and its committees are an inclusive place that welcomes diﬀerent cultures, perspectives, and experiences from across the globe. Information on Board, Executive Committee and senior management diversity is summarised on page 97 and included in the prescribed format required under the UK Listing Rules on page 142. Hikma supports the recommendations of the Parker Review and the FTSE Women Leaders Review in relation to Board diversity and has adopted the objectives for Board diversity set by both reviews. The Board Diversity Policy is available at www.hikma.com . At a Group level, Hikma’s objective is to ensure that it has an inclusive workplace that welcomes diﬀerent cultures, perspectives and experiences from across the globe. Hikma is committed to attracting, retaining and developing talented people, irrespective of their race, colour, religion, age, sex, sexual orientation, gender identity, marital status, national origin, present or past history of mental or physical disability and any other factors either protected from consideration by law or not related to a person’s ability to perform the relevant role. This statement is included in our Code of Conduct and communicated to all employees. Executive Chairman performance review The Executive Chairman and I meet regularly to discuss matters including Board succession planning, the performance of the Board and how his role helps deliver and enhance that performance. This builds on discussions that I hold with the independent Non-Executive Directors as a group and commentary received through the BPR and other stakeholder engagement processes. The Remuneration Committee is an important input to this process as they assess the Executive Chairman’s performance as part of the determination of performance-based compensation. Director performance reviews The Executive Chairman, having taken into account the comments from the Board performance review and discussions with the SID, reviewed the performance of each of the Directors during the year and concluded that each Director contributes eﬀectively to the Board, brings particular areas of skill and experience, which ensures the Board as a whole has the right capabilities, and devotes suﬃcient time to their role. The Committee has concluded that the relevant Directors be recommended to shareholders for re-election at the 2025 AGM. Board composition During the year, the Committee reviewed the composition of the Board and its committees. This review included consideration of the skills and attributes of each member, the balance between constructive challenge and empowerment of the executive, the results of the 2024 BPR and the current and desired levels of perspectives and experiences in the Boardroom. Skills and experience The Board believes it is important for Directors to demonstrate the highest level of integrity, a challenging and constructive style and have signiﬁcant international experience at an executive level. The Committee regularly considers whether there may be gaps in fulﬁlling the speciﬁc and in-depth experience that the Board requires as a whole, which focuses on the following areas: – strategy, culture and leadership – business environment in the US, Europe and the MENA region – pharmaceutical manufacturing and distribution – development of new healthcare capabilities – listing regulations, investor perceptions and governance Hikma supports Directors in their continued professional development. As the Directors are highly experienced, their training needs tend to be related to either ensuring awareness of changes in the business, political and regulatory environments, or bespoke training on particular areas for development. Therefore, Hikma provides ﬁnancial support for speciﬁc training requests and ensures that Directors are briefed by internal and external advisers on a regular basis. During the year, the Board received brieﬁngs on matters including the pharmaceutical competitive environment, healthcare business development activity, external stakeholder perspectives, investor perceptions, market sentiment, cybersecurity, business intelligence, capital markets, emerging risks and regulatory developments. Hikma’s inclusive workplace welcomes diﬀerent cultures, perspectives and experiences from across the globe.” 107 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance One of the pillars of the Group’s strategy is ‘people and responsibility’. The Group’s approach to our people’s progress, belonging, succession and appointments are a core part of this pillar. The Committee monitors the diversity metrics which are detailed on page 97 and uses these as a reference point when considering the level of achievement against its diversity initiatives. Hikma has successful empowerment and talent development programmes to help all of our people make the most of their potential, for more information please see pages 54 and 55. Further detail on workforce diversity is provided on page 97. The Group’s talent acquisition policies for the three most senior staﬀ grades require a balanced list of candidates to support our diversity goals. Ethnicity The Board considers that it has demonstrated strong ethnic diversity since the formation of Hikma and has four Directors from ethnic minority backgrounds (when assessed against UK ONS criteria), representing 36% of the Board, including the Executive Chairman and CEO. The Board has adopted and meets the objectives set by the Parker Review and UK Listing Rules. In August 2024, the Parker Review announced that their 2024 survey would focus on the ethnic diversity of senior management1 working in the UK (rather than the global workforce as requested in 2023). The Committee carefully considered the voluntary recommendation for FTSE 350 companies to set themselves a target for the percentage of the UK senior management team who self-identify as being from an ethnic minority by 2027, and its appropriateness for Hikma. Following a detailed review the Committee decided not to set an ethnic diversity target for its UK senior management team for the following reasons: – Hikma has a diverse geographic footprint and a global workforce with high levels of diversity (36% of our global senior management1 population self-identify as being from an ethnic minority) – There is a small UK workforce, accounting for c.13% of the senior management1 population In order to demonstrate focus on the issues raised by the Parker Review in relation to senior management ethnic diversity, Hikma reaﬃrmed its commitment to: – Monitoring senior management1 ethnic diversity across our global operations on an annual basis, using a voluntary survey to collect data. The survey contained an expanded list of ethnicities sensitive to Hikma’s workforce, and individuals had the option to respond by selecting ‘prefer not to say’ – Providing enhanced ethnic diversity disclosures by continuing to report on the ethnic diversity of our global senior management1 population, in addition to the UK senior management population requested by the Parker Review. The enhanced disclosures can be found on page 97 Gender Since its founding, Hikma has actively promoted inclusion across its operations. Our Board has good gender diversity with women representing 45% of the Board. The Board has adopted and meets the objectives set by the FTSE Women Leaders Review and diversity- related disclosures under the UK Listing Rules to have at least 40% of Board members identifying as women. The Board also supports the voluntary target set by the FTSE Women Leaders Review, to increase the diversity of the senior management team1. In jurisdictions where permitted under local law, our Remuneration Committee has integrated targets to increase gender diversity within the senior management1 population into the performance measures for variable remuneration; further detail is included in the 2022 and 2023 Annual Reports. These targets are not intended to act as quotas, preferences or set-asides and selections will continue to be made based on merit. Information on our senior management1 gender diversity is included on page 97. Governance review As in previous years, the Committee undertook the annual review of the Group’s governance arrangements in conjunction with the Group Company Secretary. This year the exercise included a review of the structure and composition of the Board and its committees, Board succession planning, and the external BPR. The Committee also received a regulatory update in relation to corporate reporting and reviewed Hikma’s readiness to report against the UK Corporate Governance Code 2024 from the ﬁnancial year 2025. Our governance framework can be found on page 96, and further information on Hikma’s Board, committees and corporate governance practices is available at www.hikma.com . For and on behalf of the Nomination and Governance Committee. Victoria Hull Chair, Nomination and Governance Committee and Senior Independent Director 25 February 2025 1 Senior management refers to senior direct reports to the CEO and Executive Chairman, and the senior leaders who report directly to them (excluding administrative roles) Nomination and Governance Committee continued 108 Hikma Pharmaceuticals PLC | Annual Report 2024 Audit Committee Dear Shareholders The Audit Committee (the Committee) has had a busy year performing its duties in relation to the matters delegated to it by the Board. During the year, the Committee continued to play a key role in assisting the Board in its oversight of ﬁnancial reporting and auditing matters, including conducting a formal competitive external audit tender process. More information on the external audit tender process and outcome can be found on page 110 of this report. The Committee’s activities also included reviewing and monitoring the integrity of the Group’s ﬁnancial information, the internal and external audit processes, and the Group’s systems of internal controls and risk management, including preparing for the additional requirements under Provision 29 of the 2024 Code. Audit Committees and External Audit: Minimum Standard The Committee conﬁrms that it complies with the obligations set out under the Audit Committees and the External Audit: Minimum Standard, published by the Financial Reporting Council (FRC) in May 2023. Disclosures in line with the reporting obligations are included within this Committee report on pages 109 to 113 and an explanation of the entity’s accounting policies can be found on pages 161 to 166. External audit The external audit was undertaken by PricewaterhouseCoopers LLP (PwC) and has been since their appointment in May 2016. PwC were originally appointed following a competitive tender process in 2015. Mr Nigel Comello was appointed as the senior statutory auditor in May 2022. The Committee recommends the re-appointment of PwC for 2025. We believe the independence and objectivity of the external auditor and the eﬀectiveness of the audit process are safeguarded and strong. The Company has complied with the Statutory Audit Services Order for the ﬁnancial year under review. Eﬀectiveness During the year, the Committee reviewed the work of PwC and concluded that they provided an eﬀective audit, were appropriately challenging, had constructive relationships with the relevant parties and that the senior statutory auditor provided clear and constructive leadership to the audit team. As part of this review the Committee examined the following areas: – Audit quality and technical capabilities: the Committee considered that the external auditor undertook an eﬀective and in-depth assessment and veriﬁcation exercise in respect of the ﬁnancial statements and associated disclosures for the year ended 31 December 2024 and provided a high level of expertise. The Committee provided feedback on the auditor’s performance as part of its regular meetings with them without management present. The Committee also took into account the reports of the FRC, including the Audit Quality Inspection Supervision report, and continues to believe that there is an open and appropriately challenging relationship between the audit leadership team, the Committee and management. Management also conducted a formal review of audit quality and eﬀectiveness using a survey where feedback was provided by Committee members and management. The key outcomes were summarised and considered by the Committee in their assessment of the auditor – Independence: the Committee regularly reviews the independence safeguards of the auditor and remains satisﬁed that auditor independence has not been compromised. During the year, the Committee received reports on the application of its policies on the provision of non-audit services and employment of former employees of the external auditor. The Committee is satisﬁed that the auditor is independent Activities in 2024 – Conducted a formal competitive external audit tender process and recommended that the Board reappoint PricewaterhouseCoopers LLP as external auditor of the Company from 2026 onwards, subject to shareholder approval at the 2026 AGM – Prepared for the additional reporting requirements under Provision 29 of the 2024 UK Corporate Governance Code (the 2024 Code) – Monitored the implementation of fraud prevention controls and associated training in readiness for the new oﬀence of failure to prevent fraud introduced under the Economic Crime and Corporate Transparency Act (ECCTA) – Reviewed the Group’s tax policies, procedures and internal controls Priorities for 2025 – Oversee the testing of Hikma’s fraud prevention controls in readiness for the new requirements related to failure to prevent fraud introduced under the ECCTA – Oversee the process to meet disclosure requirements under the EU Corporate Sustainability Reporting Directive (CSRD) for ﬁnancial year starting 1 January 2025 – Continue to implement enhancements to our internal controls following the publication of the 2024 Code – Conduct an external review of the eﬀectiveness of Hikma’s internal auditor in line with new Global Internal Audit Standards published by the Institute of Internal Auditors (IIA) Letter from the Chair Douglas Hurt Chair, Audit Committee 109 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Audit Committee continued – Challenge and judgement: the Committee considers that PwC provide appropriate challenge to the management team which results in the Company’s position being fully considered and supported and, where appropriate, further strengthened. The Committee believes that PwC have demonstrated well-considered and clear-sighted judgement in the matters on which they have provided opinion and that they have been open to an appropriate level of challenge and debate. Examples of PwC’s professional scepticism and challenge, as noted by the Committee, include their in-depth audit and challenge of the assumptions used in the impairment review exercise, particularly regarding the reversal of impairment for the complex respiratory cash-generating unit (CGU) and the accounting treatment of the Xellia Pharmaceuticals acquisition as a business combination – Non-audit services: the Committee’s policy on non-audit services is available on our website www.hikma.com . The Committee has discretion to grant exceptions to this policy where it considers that exceptional circumstances exist and that independence can be maintained, while having due regard to the FRC’s ethical standards for auditors, meaning that non-audit fees will be capped at 70% of the average audit fees paid in the previous three consecutive ﬁnancial years. In 2024, PwC provided assurance services related to the interim review and other non-audit services with a total value of $519,000 (2023: $553,000). These services are within the ordinary course of services provided by the auditor The Committee conﬁrms that the statutory audit services for the ﬁnancial year under review were conducted in compliance with the Competition and Markets Authority Order, and competitive audit tender processes were undertaken in 2015 and 2024. Auditor’s fee $3.4m PwC 1 Jan – 31 Dec 2024 $3.4m $0.5m 12.8% 87.2% 1 Jan – 31 Dec 2023 (restated)1 $3.7m $0.5m 11.9% 88.1% Audit-related fees Other non-audit services 1. Amounts have been restated to reﬂect ﬁnal amounts billed in relation to 2023 Audit tendering As a UK public interest entity, Hikma is required to carry out an audit tender every ten years and rotate the external auditor every 20 years. PwC was ﬁrst appointed as external auditor in May 2016 following a tender in 2015, therefore, the current Annual Report is the ninth report that they have audited. PwC rotated the senior statutory auditor in 2019 and 2022. In accordance with the audit tendering guidelines, and as reported in our 2023 Annual Report, a key priority for the Committee in 2024 was to plan for and conduct a competitive external audit tender. The Committee undertook a formal competitive tender during 2024, which concluded with the Board accepting the Committee’s recommendation that PwC be reappointed as external auditor of the Company from 2026 onwards, subject to shareholder approval at the 2026 AGM. The tender followed the process outlined in the FRC’s Audit Committees and the External Audit: Minimum Standard, and is summarised below: – April 2024: the Committee approved the proposed tender process and timeline – May to August 2024: review of potential audit ﬁrms, including independence considerations. This review included ﬁrms outside the ‘Big 4’, but aﬅer consideration of geographical coverage they were not progressed – September 2024: Invitations to Tender were circulated to three ﬁrms, one of which was unable to participate due to resource constraints. Requests for Proposal (RFP) were circulated to the remaining bidding ﬁrms – September 2024: ﬁrms provided with detailed information on the Company, including organisation structure, risk and control, accounting, reporting and audit scope – September 2024: meetings arranged with members of the Committee and senior management – October 2024: ﬁrms submitted proposal documents in response to the RFP – November 2024: ﬁnal presentation made by each ﬁrm to the Committee, with the CFO, Group Financial Controller and other members of senior management in attendance A transparent and non-discriminatory scorecard system was used to evaluate the proposals, focusing primarily on the proposed audit approach and eﬀectiveness, communication skills, competencies and the utilisation of technology. Having considered the scoring criteria, key factors, input and observations from each Committee member and members of management, and the proposal documents and presentations themselves, the Committee submitted the two candidate ﬁrms to the Board for consideration, with a recommendation that PwC be reappointed as external auditor of the Company from 2026 onwards, which was accepted by the Board. Position and prospects During the year, management undertook an annual review of the Company’s strategic direction and an extensive assessment of the Group’s short-term and medium-term prospects, including the budget for 2025 and the ﬁve-year business plan, respectively. Management presented and received the Board’s approval and commentary on the full strategy, budget and ﬁve-year business plan. Having taken account of how the business has responded to the changing business environment, the business plan, principal risks and uncertainties facing the Group and other relevant information, the Committee has concluded that the Group continues to have attractive prospects for the future. Going concern and longer-term viability The Committee considered the going concern position as detailed on page 87 and the longer-term viability assessment as detailed on page 88. The Committee gave careful consideration to the period of assessment used for the Viability Statement and concluded the time period of three years remained appropriate. Having reviewed and challenged the downside assumptions, forecasts and mitigation strategy of management, the Committee believes that the Group is adequately placed to manage its business and ﬁnancing risks successfully and has a reasonable expectation that the Group has adequate resources to continue in operation and meet its liabilities as they fall due and over the viability period. The Committee was comfortable with recommending to the Directors that they adopt the going concern basis in preparing the ﬁnancial statements. 110 Hikma Pharmaceuticals PLC | Annual Report 2024 Signiﬁcant matters related to the ﬁnancial statements As part of its work reviewing the ﬁnancial statements of the Group and the report of the auditor, the Committee considered and discussed the following important ﬁnancial matters: Matters considered in relation to the ﬁnancial statements The Committee’s review and actions Impairment review Management conducted an impairment review of intangible assets, right-of-use assets, and property, plant, and equipment. This resulted in a recommended impairment reversal of $60 million for the complex respiratory CGU, alongside a total impairment charge of $22 million for various individual intangible assets and $9 million for property, plant, and equipment. The Committee reviewed management’s approach and recommendations and concluded that the proposals were appropriate. More information can be found in Notes 15 and 16 on pages 179 to 182. Business combination of Xellia Pharmaceuticals The Committee reviewed and challenged the accounting treatment of the acquisition as a business combination, including the estimates and judgements underpinning the valuation of the acquired assets, and concluded that they were appropriate. A third-party expert conducted the valuation exercise. More information can be found in Note 34 on page 197 to 198. Revenue recognition The Committee reviewed the Group’s revenue recognition policies and their application by management. This included assessing the model used to estimate chargebacks, in-channel inventories, and chargeback rates. The Committee also evaluated deductions for customer rebates, returns and government rebates (including the adjustment made in respect of prior years), and approved the disclosures on year-end estimates and their sensitivity to assumption changes. The Committee also reviewed the application of the Group’s revenue recognition policy with respect to a signiﬁcant contract manufacturing arrangement, focusing speciﬁcally on the recognition of revenue and contract liabilities associated with the Group’s commitments to provide facility space and equipment under the terms of the arrangement. More information on revenue recognition can be found in Notes 2 and 3 on page 162 and 166. Exceptional items and other adjustments Management presents core results to monitor performance, set targets, and assess progress. Core results are a non-IFRS measure which exclude exceptional items and other adjustments. These ﬁgures are also presented alongside reported results to external audiences, providing a clearer view of the Group’s underlying performance, a more complete picture of its results, and enhanced comparability of consolidated ﬁnancial statements. Exceptional items and other adjustments for the year are detailed in Note 6 on page 171. The Committee assessed management’s presentation of non-core items and concluded that the classiﬁcation and proposed disclosures for non-IFRS items were appropriate and in accordance with Hikma’s policy. Taxation Hikma’s worldwide operations are highly integrated and involve a number of cross-border supply chains, which results in judgement being required to estimate the potential tax liabilities in diﬀerent jurisdictions. The Committee took advice from professional services ﬁrms and management in assessing the reasonableness of the Group’s provisions for uncertain tax positions, which amounted to $54 million, and in reviewing the deferred tax assets in key markets, which amounted to $293 million. More information can be found in Note 12 on pages 175 to 177. The Committee reviewed the appropriateness of the disclosures in the Annual Report, and reviewed and approved the Group’s tax strategy statement, which is available on our website at www.hikma.com . Ensuring the integrity of ﬁnancial reporting and providing oversight of our systems for internal control and risk management.” 111 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Audit Committee continued Fair, balanced and understandable reporting Hikma is committed to clear and transparent disclosure and seeks to continuously improve the clarity of its reporting. At the request of the Board, the Audit Committee considers whether Hikma’s Annual Report is fair, balanced and understandable and that the narrative is consistent with the ﬁnancial information. The Committee’s assessment is underpinned by a statement from the Reporting Committee following their comprehensive review of the Annual Report. The Reporting Committee is comprised of representatives from Finance, Investor Relations, Risk, Reward, Sustainability and Company Secretariat and is supported by divisional and functional heads, as required. The Reporting Committee’s activities include: – initiating the review process for the Annual Report signiﬁcantly before the year-end, considering external developments, issuing guidance to contributors and identifying areas for improvement – obtaining input from external advisers, including the external and internal auditors, designers, corporate brokers and public relations advisers – undertaking several multi-functional reviews of the disclosures as a whole prior to the publication of the Annual Report to ensure consistency and accuracy across the document as a whole – overseeing an extensive veriﬁcation process to ensure the accuracy of disclosures Each member of the Audit Committee and the Reporting Committee is satisﬁed that the 2024 Annual Report is fair, balanced and understandable and has recommended the adoption of the Report and Accounts to the Board. Veriﬁcation The qualitative disclosures in the Annual Report are subject to adviser review, internal review and external audit processes. Our internal teams have also provided additional veriﬁcation and support in respect of each material statement of fact, which assisted the Committee in its determination that the report and ﬁnancial statements taken as a whole are fair, balanced and understandable. Reporting controls Hikma’s key controls and risk management systems relating to the ﬁnancial reporting process include the enterprise resource planning system, the processes in the ‘Fair, balanced and understandable’ and ‘Veriﬁcation’ sections described earlier in this letter, the review of the ﬁnancial statements and disclosures that is undertaken by the Executive Committee, and detailed internal ﬁnancial control processes necessitating the veriﬁcation of ﬁnancial records at a local, regional and Group level. Risk management and internal control The Board is ultimately responsible for ensuring that Hikma’s systems of internal controls and risk management processes are eﬀective and has delegated responsibility for reviewing their eﬀectiveness to the Committee. Risk management The Committee has continued to receive reports on the operation of the Group’s Enterprise Risk Management (ERM) framework which includes the material controls and programme for enhancing the Group’s risk management eﬀorts. Management escalated certain risks that materialised during the year for Board attention and oversight, for example the conﬂicts in the Middle East, legal matters, product quality controls, and talent attraction and retention challenges in certain markets. Such instances serve to hone escalation and disclosure protocols and learnings are taken to improve risk mitigation programmes. The Board continued to exercise oversight of cyber risks during the year, including presentations from management on enhancements to security systems, new security services, key metrics, assessment activities, notable threat events and the outcome of an internal audit. The CIO also provided a brieﬁng on cyber awareness and protection, speciﬁc to Directors and Executive Committee members as attractive targets for technology-driven fraud attempts. Further information on Hikma’s management of cyber risks, associated assessments and certiﬁcations is included on page 84. As in previous years, management and the Board have undertaken a robust assessment of the Group’s emerging risks as well as the annual review of the principal risks. The Committee and the Board have considered the principal risks facing the Group and have decided that no adjustments were required in the year under review. The Board and management have also reviewed the appetite for those principal risks and have concluded that it remains appropriate. Further information regarding the Group’s risk management activities is available in the risk management section on pages 80 to 88. Internal control In preparation to report against Provision 29 of the 2024 Code from 1 January 2026, Hikma has launched a Group controls programme to map identiﬁed material risks against the existing controls mitigating them. The material risks were identiﬁed by assessing management’s top risks, using an impact grid. The work continues on further enhancing and improving controls in the relevant frameworks, and documenting the levels of assurance currently obtained. The key elements of our internal control framework are as follows: – a documented and disseminated reporting structure with clear policies, procedures, authorisation limits, segregation of duties and delegated authorities – written policies and procedures for functional areas with speciﬁc responsibility allocated to individual managers – a comprehensive system of internal ﬁnancial reporting that includes regular comparison of results against budget and forecast and a review of KPIs, each informed by management commentary – an established process for reviewing the ﬁnancial performance and providing support to Hikma companies and associates together with direct support from Hikma’s ﬁnance function – annual budgets, updated forecasts and medium-term business plans for Hikma that identify risks and opportunities and that are reviewed and, where appropriate, approved by the Board – a deﬁned process for controlling capital expenditure which is detailed in the governance framework Eﬀectiveness The Board is satisﬁed that Hikma’s systems for internal control are in accordance with the FRC’s guidance, and have been in place throughout the year under review and up to the date of approval of the Annual Report and Accounts. The Board reviews the eﬀectiveness of these systems at least annually as part of the processes for the Annual Report, and throughout the year when reviewing Internal Controls and Assurance testing outcomes as well as risk management reports. The Board has not identiﬁed any material weaknesses. In making this assessment, the Board takes into account: – Internal audit: the Committee receives regular reports from the internal auditors and other third-party experts who review relevant parts of the Group business operations, assess Hikma’s processes, identify areas for improvement, monitor progress, and undertake their own assessment of the risks facing Hikma – Internal controls and assurance: the Committee receives regular reports from the Internal Controls and Assurance team, who review relevant parts of the ﬁnance function and operational processes, based on a risk-based testing plan. The team assesses Hikma’s processes, identiﬁes areas for improvement, and monitors remediation progress 112 Hikma Pharmaceuticals PLC | Annual Report 2024 – Risk management: the ERM framework provides a structure for risk management activities to occur at all levels of the organisation, including management of principal risks and uncertainties (detailed on pages 82 to 86) and emerging risks. Risk reporting processes ensure the Executive Committee and the Board are engaged in the design and implementation of new control initiatives and provide oversight of existing programmes – Financial performance: Hikma’s ﬁnancial performance and forecasting reports are reviewed by the Board to aid the understanding of the underlying performance of the business, deviations from expectations and management’s operational challenges and responses – Ethics: the business integrity and ethics procedures and controls that are led by the Compliance, Responsibility and Ethics Committee (CREC). To ensure consistency and awareness between these committees’ responsibilities, the Audit Committee Chair is a standing member of the CREC – Governance: our overall approach to corporate governance, including compliance with the UK Corporate Governance Code, is led by the Nomination and Governance Committee – External auditor: the regular and conﬁdential dialogue with the external auditor During the year, the Committee received updates from Hikma’s Internal Controls and Assurance team on: – preparations to comply with Provision 29 of the 2024 Code, which will come into eﬀect from ﬁnancial year 2026 – the fraud prevention and detection programme, which builds on existing practices and policies and further supports the Group’s internal control environment with formalised controls. The programme was launched to ensure compliance with the newly legislated criminal oﬀence of failure to prevent fraud, which will come into force on 1 September 2025 – the results of internal assurance of controls The Committee also maintains a programme of in-depth reviews into speciﬁc ﬁnancial and operational areas of the business. These reviews allow the Committee to meet key members of the management team and provide independent challenge. During 2024, the Tax team presented a deep dive on their organisational structure, mandate, strategy, processes, systems and controls. The Committee deliberated with management and the Tax team during the presentation, gaining comfort in relation to the general control environment surrounding the tax function of the Group, in addition to the various assurance activities undertaken by internal audit and internal controls and assurance. Internal audit The internal audit of Hikma is performed by EY, who report directly to the Chair of the Committee. There is a regular programme of interaction between EY and the Committee. EY assess each facility and the Group’s major processes over a three-year period. For major sites, assessments are more frequent. Management is required to respond to ﬁndings within an agreed time period and ensure mitigation or remediation of all high-risk ﬁndings within six months. During the year, the Committee monitored progress with the internal audit programme for 2024 and reviewed and approved the plan for 2025. EY and management work closely together to deliver the internal audit plan, develop action plans for points raised, and ensure that the Committee receives appropriate and timely information. The Committee also received updates on the IIA’s new Global Internal Audit Standards (the Standards) which were published in January 2024 and became eﬀective in January 2025, to ensure Hikma’s timely compliance with the Standards. During the year, the Committee continued to monitor the performance and independence of the internal auditors in accordance with the policies that have been established. The Committee assessed the eﬀectiveness of the internal audit function by reviewing its reports, progress against the 2024 plan and meeting with internal audit without management present. The Committee considers that EY bring signiﬁcant pharmaceutical and MENA market experience which is complemented by the experience of other third-party experts where required and concluded that EY continue to perform an eﬀective internal audit programme and remain independent. Membership of the Committee The Committee comprises solely independent Non-Executive Directors, who as a whole, have competence and experience relevant to Hikma’s business and the industry in which it operates. I am considered by the Board to have signiﬁcant recent and relevant ﬁnancial experience chieﬂy related to my work with other audit committees, having been a ﬁnance director of another listed entity and having held senior ﬁnancial positions in other entities. Biographical details of the Committee members can be found on pages 98 and 99. The Board is satisﬁed that the Committee has the resources and expertise to fulﬁl its responsibilities. As Chair of the Audit Committee, I remain available to shareholders and stakeholders should they wish to discuss any matters within this report or under the Committee’s area of responsibility whether at the AGM or by writing to the Company Secretary. For and on behalf of the Audit Committee. Douglas Hurt Chair, Audit Committee 25 February 2025 113 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Compliance, Responsibility and Ethics Committee Dear Shareholders During 2024, the Compliance, Responsibility and Ethics Committee (CREC or the Committee) continued to promote and oversee our commitments to business integrity, compliance, communities and ethical conduct, and broadened its remit to oversee key aspects of Hikma’s sustainability strategy. This report focuses on the matters that the Committee addressed during the year. Further details related to the structure of our Anti-Bribery and Corruption (ABC) compliance and integrity programme are available on our website at www.hikma.com . I will reach nine years of service with Hikma in March 2025 and will retire from the Board at the 2025 AGM. In readiness for my retirement, the Board approved Deneen Vojta as successor for the Chair of the CREC in February 2024. Deneen has served as a member of the CREC since her appointment to the Board in November 2022 and has taken a keen interest in Hikma’s sustainability programme and its impact on broader stakeholders. Deneen and I have worked closely together during the past year to ensure an orderly succession, and I am pleased to leave the role of Chair of the CREC in safe hands. Hikma’s compliance programme ABC programme Our Anti-Bribery and Corruption (ABC) compliance programme continues to perform in a highly eﬀective manner. The ABC programme has strong support from the Board, the CREC and the CEO, and the Chief Compliance Oﬃcer has direct access to the Committee. During the year, the Committee reviewed and approved updates to the Group Anti-Bribery and Corruption Policy. Commitment to integrity The Committee and the Board are very proud of Hikma’s commitment to high standards of business integrity. It includes the Board’s long-standing, zero-tolerance approach to bribery and corruption which has been demonstrated in numerous instances, including being a founding member of the World Economic Forum’s Partnering Against Corruption Initiative. Codes of Conduct The Committee continues to oversee the development and promotion of Hikma’s Code of Conduct, which embodies the important moral and ethical values that are critical to the Group’s success. The Code of Conduct guides all the Committee’s activities and is the key reference point for all our employees. Our Supplier Code of Conduct reinforces our commitment to integrity and transparency in all our business dealings, as it sets out the highest ethical standards we expect from all our suppliers. The Codes of Conduct referred to above can be found at www.hikma.com/who-we-are/codes-and-standards Speak up The Committee receives regular reports on issues identiﬁed through our speak up channels, which provide both internal and external stakeholders a resource to raise concerns about suspected misconduct conﬁdentially and anonymously. Our procedures require that all reports received via our speak up channels are investigated by senior and independent employees. The Committee is satisﬁed that all speak up reports raised in 2024 were investigated and appropriately addressed, and that our speak up procedures remain eﬀective and compliant with applicable law. The overall level of speak up reports received is within the normal range for an organisation of our size. The Chair of the Audit Committee is a standing member of the CREC and vice versa, which ensures that any relevant issues are considered by the right people within our governance structure. Both Committee Chairs report all relevant matters considered by their committees to the Board. Speak up matters are reported and considered as part of this process. Activities in 2024 – Continued to monitor ABC compliance developments, our speak up programme and business integrity, supported by regular reports from independent third parties – Monitored Hikma’s sustainability activities, including those relating to reporting and disclosure, water management, emissions and driving a sustainable supply chain – Reviewed, and where applicable under the Committee’s Terms of Reference, approved updates to key policies – Monitored the delivery of ethical and social responsibility aspects of our CSR programme – Enhanced our modern slavery statement following updates to our due diligence and supplier onboarding processes Priorities for 2025 – Assist with the delivery of the ethical and social responsibility aspects of our sustainability programme – Support the transition of the Committee Chair following the retirement of John Castellani at the end of the 2025 AGM – Clarify responsibilities for sustainability oversight and reporting among the Board committees. More information can be found on page 106 John Castellani Chair, Compliance, Responsibility and Ethics Committee Letter from the Chair Doing the right thing by conducting business with integrity and transparency and in accordance with the law.” 114 Hikma Pharmaceuticals PLC | Annual Report 2024 Training During the year, we continued with our training programmes for the Code of Conduct, ABC, speak up, anti-money laundering, Criminal Finances Act, data privacy and protection, antitrust and related matters, both virtually and in person. The programmes have been developed with assistance from external experts and are provided to employees virtually through their personalised corporate training portal. Our training programmes include worked examples and tests to ensure and enhance understanding. Internal auditing and monitoring The Committee receives regular updates on the monitoring programme conducted by the Hikma Compliance team. In addition, the Committee retains independent third parties to conduct periodic and recurring audits of our governance and transparency and the compliance programme and related activities. Ethics Corporate Social Responsibility The Committee oversaw, encouraged and supported the corporate social responsibility programme, which is clearly linked to our founder’s desire to improve lives, particularly through health and educational development opportunities for the least privileged. During the year, the Committee approved updates to the Group CSR Projects, Corporate Sponsorships and Charitable Donations Policy, strengthening our governance process across these key areas. The sustainability section of this Annual Report provides a detailed assessment of our eﬀorts in relation to corporate social responsibility and is available on pages 50 to 53. Ethical issues The Committee oversaw Hikma’s response to ethical issues arising during the year. There are no matters to report. Modern slavery Hikma is committed to taking the required actions to identify, prevent and mitigate modern slavery in the form of forced or compulsory labour and human traﬃcking in any of its businesses, operations or supply chains across the globe. To enhance oversight, risk assessment, and due diligence eﬀorts in preventing and addressing modern slavery risks in our supply chain, Hikma has established a Modern Slavery Task Force (MS Task Force), comprising members from the Legal, Procurement, and Compliance teams. The MS Task Force collaborates to review and enhance our risk assessment and due diligence process, ensure their eﬀective implementation, and develop clear strategies for addressing potential instances of modern slavery, should they arise. Key measures in support of this goal include: – a global Supplier Code of Conduct that requires our suppliers and third parties who represent or conduct business on behalf of Hikma to comply with all applicable laws, rules, regulations, and ethical standards, including with respect to forced or compulsory labour and human traﬃcking – enhanced third-party due diligence processes with updated risk criteria to identify and address modern slavery risks within our supply chain – training on third-party risk assessment and due diligence processes for employees involved in third-party onboarding – continuing our partnership with EcoVadis, a leader in sustainability ratings, to assess our main supplier base for any risk of modern slavery or human rights abuses – training Hikma staﬀ on labour standards and how to recognise and respond to any incidences of modern slavery – an anonymous speak up line to empower Hikma employees, consultants, suppliers and third parties to report potential issues, including those related to modern slavery – engaging with supply chain partners and the operational part of our business if and when any risk of modern slavery is identiﬁed Hikma’s modern slavery statement is available at www.hikma.com . Sustainability The Committee received regular updates on Hikma’s sustainability strategy and related activities, including those related to water management, emissions and driving a sustainable supply chain. The Committee monitored developments in reporting and disclosure requirements and received updates on our preparations to report against the Corporate Sustainability Reporting Directive (CSRD) from ﬁnancial year 2025, including an externally facilitated double materiality assessment which will be used to update our sustainability framework and determine the scope for CSRD reporting. More information on our sustainability activities can be found on pages 56 to 59. Regulations The General Counsel attends all Committee meetings and reports to the CREC on relevant matters that arise, including pertinent changes to the regulatory landscape. The legal team has developed training programmes on antitrust, prevention of tax evasion, trade sanctions and data protection, which have been undertaken by colleagues whose roles require training or awareness. Antitrust, anti-money laundering (AML) and trade sanctions The General Counsel oversees Hikma’s compliance with the antitrust, AML and trade sanctions legislation, among other matters. The General Counsel has created procedures for the management of these matters which have been reviewed and approved by the CREC. Criminal Finances Act The General Counsel is responsible for ensuring compliance with the Criminal Finances Act. The CREC has approved procedures that have been recommended by the General Counsel and reviewed those procedures at appropriate intervals. The procedures are designed to respond to the requirements of the prevention of tax evasion legislation from the UK government. Hikma’s processes and procedures in this regard are proportionate to its risk of facilitating tax evasion, which is relatively low. Hikma is steadfast in applying the principles of the UK prevention of tax evasion legislation across its businesses and will continue to oversee matters of compliance. Data protection The General Counsel is responsible for Hikma’s data protection policies which are designed to ensure compliance with all applicable legislation. I remain available to discuss with shareholders any matter within this report or under the Committee’s area of responsibility, by writing to the Company Secretary. For and on behalf of the Compliance, Responsibility and Ethics Committee. John Castellani Chair, Compliance, Responsibility and Ethics Committee 25 February 2025 115 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Granted an average pay increase of 4.5%, prioritising high-inﬂation countries and continuing our commitment to a living wage. All merit salary increases in 2024 and 94% of bonus funding was awarded to employees below executive management. Executive Directors 2025 salary review As part of our annual compensation review, the Committee conducts a through benchmarking analysis comparing Executive Director positions’ compensation to that of executives in global pharmaceutical and FTSE peers of comparable size and complexity. The Committee also recognized the strong Group performance delivered and resultant shareholder return. The Executive Directors did not receive a base pay adjustment for 2024. Based on the above factors considered, the Committee approved moderate 2025 base pay increases for the Executive Chairman of 2%, raising his salary to $1,040,000 per annum, and for the Executive Vice Chairman of 3% bringing his base salary to $830,000 per annum. These increases are below the planned 2025 average base pay increase of 4.2% for the global workforce. Riad Mishlawi was promoted to CEO on 1 September 2023. Under his leadership, Hikma delivered strong 2024 ﬁnancial results while returning shareholder value demonstrated by relative Total Shareholder Return (TSR). The CEO drove a clear strategy for the core business, developed new business via acquisitions and partnerships, strengthened Hikma’s talent asset and enhanced collaboration. The Committee conducted compensation benchmarking, which compared the CEO’s compensation to executives in global pharmaceutical and FTSE peers of comparable size and complexity. This analysis conﬁrmed a material gap in the CEO’s salary and his total Target Direct Compensation (TDC) opportunity versus these peers and signiﬁcantly below US compensation where 60% of Hikma’s revenue is delivered. In view of his strong performance and demonstrated leadership, the Committee approved a 4.2% salary increase equal to the broader employee salary increase plus an additional 15.8%. This total increase of 20% results in a base pay $1,200,000 per annum. Therefore, his target TDC opportunity of $4,596,000 will be just above median when compared to FTSE peer groups, but remaining below Global and US Pharma peers. Shareholder experience Over the 12 months to 31 December 2024 Hikma’s strong performance delivered a TSR of 15.0% versus 9.7% for the FTSE 100 (excluding ﬁnancial services) and 1.5% for the FTSE 350 Pharma and Biotech segment. Globally, Hikma operates within a subset of the pharmaceutical industry focused on generic medicines with a signiﬁcant presence in the US. Hikma’s TSR of 15.0% continues to outperform its CEEMEA Healthcare peers (8.4%) and its US Mid Cap generics and injectables peers (-3.0%). 2024 2023 Change Core EPS 224 223 – Share price increase 1,993p 1,789p 11.4% TSR (L1Y) Hikma 15.0% FTSE comparators (excluding ﬁnancial services) FTSE 100 9.7% FTSE 350 Pharma & Biotech 1.5% Generic Pharmaceutical peers Large Cap Specialty/Generics 40.4% CEEMEA Healthcare 8.4% US Mid Cap Generics and injectables (3.0%) Dear Shareholders On behalf of the Remuneration Committee (the Committee), I am pleased to present our 2024 remuneration report which, reviews the Committee’s work during the year, provides a summary of our Remuneration Policy, and details compensation decisions based on policy implementation for 2024 and looks ahead to 2025. Hikma’s Remuneration Policy The Committee acts on behalf of the Board of Directors, to ensure that the Remuneration Policy is aligned with the Group’s corporate strategy and fosters the Group’s long-term success, while enhancing shareholder value. The current Remuneration Policy received strong shareholder support with 98.24% voting in favour and 91.44% voting for its application at the 2024 AGM. For 2024, there were no changes to the policy’s design. The performance awards set out in the policy are linked to the achievement of the Group’s business plan and delivery of its corporate strategy, in alignment with Hikma’s shareholder experience. During 2025, the Remuneration Policy will be reviewed to ensure its continued relevance to driving Hikma’s growth in a global context, with shareholder input considered in shaping future policy direction. Committee’s activities during the year To ensure that our remuneration practices are in line with the evolving business landscape and best practices, the Committee has engaged in extensive analysis and discussions regarding talent motivation, reward and attraction, Group performance, shareholder expectations, and emerging governance trends. During the year the Committee: – Conducted an assessment of performance and incentive plans – Monitored performance against pre-determined objectives and performance metrics, and their alignment to shareholder experience. – Analysed Executive Director remuneration in the context of peer compensation benchmarking across global markets. – Implemented an evaluation process for CEO leadership Wider employee population Engaged directly with employees by visiting Group sites to gain insights on the ground, and to ensure our practices remain responsive, transparent and aligned to our executive remuneration philosophy. Supported the evolution of the Group’s career development philosophy to foster employee growth, support talent development and retention. Remuneration Committee Letter from the Chair Nina Henderson Chair, Remuneration Committee 116 Hikma Pharmaceuticals PLC | Annual Report 2024 2024 performance outcomes Hikma’s Remuneration Policy is composed of three components, base salary, the only ﬁxed portion, and variable components of annual bonus and long-term incentives. Annual bonus The outcomes described below relate to the annual bonus for the year ended 31 December 2024. In addition to the ﬁnancial and strategic outcomes, the Committee assesses Executive Director performance holistically to ensure payments are appropriate and justiﬁed using a framework shown on 124. This year the Board added a formal appraisal of the CEO’s leadership which was subsequently shared with the Executive. Financial outcomes During the 2024 ﬁnancial year Hikma delivered strong performance across all three of its businesses delivering Group core revenue of $3,156m (2023: $2,875), a 10% growth. Core operating proﬁt delivered $719m versus 2023 of $707m representing 2% growth. Both the Generics and Injectable businesses achieved double digit core revenue growth, 11% and 10% respectively. The Branded business also delivered strong core revenue growth of 8%, the top end of our guidance range. Branded core operating proﬁt increased by 11% and Branded core operating margins expanded by 800bp to an impressive 24.6% No discretion has been applied by the Committee. Strategic outcomes The Executive Chairman was set a performance objective to review Hikma’s ﬁnancing structure, business constituents and locations. The Board are satisﬁed that the Group is in a strong position to deliver sustainable growth. The Executive Vice Chairman was set a performance objective of delivering a clear and sustainable strategy for MENA growth. He was set targets to continue our expansion in the Kingdom of Saudi Arabia (KSA) to facilitate an increase of our footprint in this key market, and to enter into new partnerships in MENA to secure additional future revenues. These were all completed in the year. The CEO was set a performance objective of ensuring that the Group was appropriately structured to continue to deliver growth. This included strengthening leadership talent , embedding the Leadership Council set up at the end of 2023 and implementing a new operating model in MENA to support faster decision making. The Board is conﬁdent that strong leadership is in place to drive delivery of Hikma’s strategy. The CEO was set a further objective to deliver revenue growth through the expansion of existing contracts or the signing of new partnerships as discussed in the Strategic report on page 9. The Board continues to be conscious of the impact of Hikma’s business on the environment and particularly its operations in water stressed regions. The Executive Directors were collectively set an objective to establish water related targets for Jordan, KSA, Algeria and Egypt . There has been progress in eﬃciency and monitoring eﬀorts which will support a strong foundation for water stewardship. 2024 bonus outcomes The total 2024 incentive payments, as a percentage of base salary, for the Executive Directors are summarised in the following table and correlate well to the Group’s performance and shareholder returns 2024 2023 Cash and deferred shares Cash and deferred shares Executive Chairman 146.8% 161.3% CEO 148.5% 166.3% Executive Vice Chairman 155.7% 168.7% Details of the calculation of these payments are included on pages 127-129. These amounts will be delivered as 50% cash and 50% deferred into shares for a period of 3 years. Malus and clawback provisions apply. 2024 EIP vesting The Executive Incentive Plan (EIP) was the previous Remuneration Policy in place throughout 2022. The LTIP vesting in 2024 relates to Elements B and C granted in 2022 and 2021 respectively under the EIP. Remuneration Policy 2025 implementation The Committee’s annual bonus and LTIP target setting process is rigorous. Starting with Hikma’s annual and strategic business plan, multiple data points including targets for previous awards, targets among our global pharmaceutical and FTSE peers and analyst target consensus are combined to produce key performance measurements. Operation of 2025 annual bonus The 2025 bonus will be based on performance measures weighted 80% ﬁnancial and 20% strategic deliverables. The ﬁnancial element focuses on revenue and proﬁt and the strategic element will be a combination of initiatives related to Hikma’s strategy. Fiﬅy percent of any bonus payment for Executive Directors will be paid in cash with the remainder deferred into shares for a period of three years. The maximum bonus will be 200% of base salary. Further details on the targets can be found on page 136. Long-term Incentive Plan (LTIP) 2025 grants A Performance Share Plan (PSP) award of a maximum of 300% of base salary to Executive Directors based on achievement of the following performance conditions measured from 1 January 2025: – Relative TSR against FTSE 50-150 peer group excluding investment trusts (20% weighting) – Business development and portfolio expansion (35% weighting) – Compound annual growth of EPS (35% weighting) – Strategic measures (10% weighting) Further details regarding the performance conditions for the award are included on page 137. Concluding remarks Following the 2025 AGM, I will step down as Chair of Hikma’s Remuneration Committee. Hikma’s Remuneration Policy has evolved to support the Group’s growth trajectory. It focuses on a pay for performance philosophy and ensuring that the policy remains ﬁt for the purpose of talent reward, retention and acquisition. As announced, Cynthia Flowers will become Chair. Cynthia and the Committee will continue to foster a remuneration approach that provides the talent required to deliver Hikma’s business plans and strategy resulting in shareholder value. On behalf of the Committee, I would like to thank our shareholders for their continued engagement and valuable input. I commend the Remuneration Report to you and look forward to receiving your support at our Annual General Meeting on 24 April 2025. Nina Henderson Chair, Remuneration Committee 25 February 2025 117 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Mazen Darwazah 5,144 32.3% 19.3% 21.9% 31.2% Riad Mishlawi 7,683 46.9% Said Darwazah 6,390 32.6% 48.8% 18.6% 48.4% 2,000 3,000 4,000 5,000 6,000 7,000 8,000 1,000 0 2,000 3,000 4,000 5,000 6,000 7,000 8,000 1,000 0 2,000 3,000 4,000 5,000 6,000 7,000 8,000 1,000 0 Fixed Annual Bonus LTIP Said Darwazah % Achievement of max 73% Pay out $1,494,844 Mazen Darwazah % Achievement of max 78% Pay out $1,255,936 Riad Mishlawi % Achievement of max 74% Pay out $1,485,079 Achieved Lapsed Remuneration at a glance 2024 single remuneration ﬁgure ($m) 2024 annual bonus outcome 2024 vesting outcomes 2025 single remuneration opportunity ($m) During 2024, share awards vested under the prior Remuneration Policy (EIP) under which performance criteria had to be met before an award was granted. Element B is attributed to earnings in 2024; Element C was attributed to earnings in the year of grant (2021). See page 126 for details. The performance outcome for the annual bonus reﬂects the strong business performance for the year. Maximum achievement is 200% of salary. Delivery of the award is 50% in cash and 50% in shares (subject to a 3 year holding period). Malus and clawback provisions apply. The following charts show the potential projected remuneration available for 2025 at maximum opportunity (excluding the impact of share price appreciation). Mazen Darwazah 2,903 43% 33% 42% 42% Riad Mishlawi 3,507 16% Said Darwazah 3,538 42% 25% 33% 23% 2,000 3,000 4,000 1,000 0 2,000 3,000 4,000 1,000 0 2,000 3,000 4,000 1,000 0 Fixed Annual Bonus LTIP Element Said Darwazeh Mazen Darwazeh Riad Mishlawi B Shares granted 34,652 26,812 22,099 Shares vested 100% 100% 100% Value 876,138 677,912 558,749 C Shares granted 19,830 13,903 17,120 Shares vested 100% 100% 100% Value 501,380 351,522 432,861 Total value of shares vested 1,377,517 1,029,434 991,610 The chart below shows the remuneration outcome for the Executive Directors for 2024 illustrating the signiﬁcant proportion of remuneration delivered as variable pay. 1. Fixed pay includes Base pay, bonus and beneﬁts. 1. Fixed pay includes salary for 2025 and a 10% pension contribution. Beneﬁts are based on the 2024 ﬁgure. 118 Hikma Pharmaceuticals PLC | Annual Report 2024 Shareholder experience The table below shows the alignment of executive pay to TSR performance. The Executive directors’ shareholdings are signiﬁcantly above the required minimum, demonstrating their strong commitment to the Group and alignment with shareholder interests. This substantial investment reﬂects their conﬁdence in the Group’s future and reinforces the linkage between executive remuneration and long-term shareholder value. The Committee is committed to maintaining a fair and proportionate approach to Executive Director pay. In line with this, the remuneration of the Executive Directors remains closely aligned with the average employee cost, ensuring that pay is balanced and reﬂects the broader experience of all employees within the Group. Hikma’s Executive Directors have substantial equity interests, which strongly aligns their long-term interests with shareholders. TSR and total Executive pay Value of Executive holdings Wider workforce Executive Director shareholding Employee cost and average executive pay ($m) 0 1 2 3 4 5 6 0 100 200 300 400 500 600 Average total pay to Executive Directors ($m) TSR from 1 January 2014 Average Executive Director pay Hikma Pharmaceuticals PLC TSR 2016 2017 2018 2019 2020 2021 2022 2023 2024 6.0 4.3 4.9 3.2 4.3 3.7 4.6 4.4 3.1 3.7 4.3 FTSE 100 TSR FTSE 350 Pharmaceuticals & Biotechnology TSR 2015 2014 0 5 10 15 20 25 30 35 40 Executive Director shareholding value ($m) Share price ($) Executive Director shareholding Share price (as at year-end in US dollars) 2018 2017 2019 2020 2021 2022 2023 2024 782 591 551 15.30 21.89 26.40 34.43 680 422 515 30.03 18.75 22.77 571 24.95 347 0 100 200 300 400 500 600 700 800 Executive Director pay ($m) Average employee cost ($) Executive Director pay Average employee cost 2016 2017 2018 2019 2020 2021 2022 2023 2024 55,762 55,862 53,727 53,796 53,625 3.7 4.6 4.4 3.1 62,622 62,932 63,455 4.3 4.3 4.9 3.2 0 10,000 20,000 30,000 40,000 50,000 60,000 0 1 2 3 4 5 6 3.7 65,428 Shareholding requirement $m Number of shares required Current shareholding Actual holding as a % of requirement Said Darwazah 3,054 122,403 14,354,267 11,727% Mazen Darwazah 2,420 97,007 8,195,622 8,448% Riad Mishlawi 3,000 120,239 133,302 110% 119 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Remuneration Policy Directors Remuneration Policy This section of the report provides a summary of the current policy for the remuneration of the Directors. This policy was approved by shareholders at the AGM on 28 April 2023 and took eﬀect from this date for 3 years. Full details of the policy can be found on pages 99 to 106 of the 2022 Annual Report as well as at www.hikma.com. The Remuneration Policy is designed to support the long-term interests of the Group. The Group is committed to paying for performance and rewarding the senior management team only when its goals are achieved. Each year the remuneration framework and the packages of the Executive Directors and members of the Executive Committee are reviewed by the Committee to ensure that they continue to achieve this objective. The Committee takes into account multiple reference points when setting pay including companies in the FTSE 100 and the broader global pharmaceutical sector. The Committee takes the following areas into account when reviewing the policy: – Emphasis on maximising shareholder value – Ongoing global growth and expansion of the group – The importance of attracting and retaining top senior management – Remuneration arrangements for the wider workforce – Commitment to aligning with best practices as outlined by shareholders and their representatives – Adherence to the principles of the UK Corporate Governance Code 2018 (the 2108 Code) The Committee considered the operation of the Remuneration Policy in terms of the 2018 Code as follow: Clarity: the Committee regularly engages with shareholders, their representative bodies and management to explain the approach to executive pay and gain their perspectives. Simplicity: the rationale, structure and strategic alignment of each element of pay has been explained in the Remuneration Policy. Risk: the balance between ﬁxed and variable pay is appropriate, with objectives aligned with long-term shareholder interests. Predictability: the pay opportunity for pay for performance is clear. Proportionality: executives are incentivised under the Remuneration Policy to achieve stretching annual targets. Additionally the policy builds in stretching targets over three-year performance periods for the Long Term Incentive Plan awards. The Committee assess performance at the end of each performance period against underlying business results and in an internal and external context. Alignment with culture: Hikma’s purpose and values are reinforced through the strategic objectives set out in the Remuneration Policy. Details of the performance measures for the short-term incentive for the year ending 31 December 2024 and how they are aligned to Group strategy and the creation of shareholder value are set out on pages 127-129. Annual short-term incentive targets for the 2025 ﬁnancial year are shown on page 136. Targets that are commercially sensitive will be disclosed retrospectively in next years’ Remuneration Report. Performance measures for the 2025 Long Term Incentive award are shown on page 137. These performance targets are designed to be stretching but achievable and are set based on Hikma’s corporate business plan and strategies, and the impact on shareholder return. Summary of our Remuneration Policy The table below summarises the current Remuneration Policy for the Executive Directors which can be found on pages 99 to 106 of the 2022 Annual Report as well as at www.hikma.com. The Committee is not proposing any changes to the policy for 2025. Year 1 Year 2 Year 3 Year 4 Year 5 Up to Year 10 Fixed pay Salary, beneﬁts and pension Annual bonus 1-year performance period 50% paid in cash, 50% deferred into shares for 3 years No further performance conditions Malus and clawback apply LTIP Performance shares with a 3 year performance period 2 year holding period No further performance conditions Malus and clawback apply Shareholding requirements Period of 5 years from date of appointment to achieve a requirement of 300% salary 2 year shareholding requirement post departure 120 Hikma Pharmaceuticals PLC | Annual Report 2024 Strive for excellence Diversify and diﬀerentiate People and responsibility Fixed remuneration Element Key features of operation of policy How we will implement for 2025 Link to strategy Salary, beneﬁts and pension – Salaries are set with reference to: pay increases for the wider workforce, salaries in peer companies from the global pharmaceutical sector and UK listed companies – CEO increase to reﬂect performance and position against peers – Executive Chairman and Executive Vice Chairman salary increase below wider workforce average – No change to beneﬁts and pensions which remain aligned with policy – Provides a base level to support recruitment and retention of Executive Directors with the necessary experience and expertise to deliver the Group’s strategy Annual bonus – Maximum 200% salary Target 100% of salary Threshold 50% of salary – Half deferred into awards over Hikma shares for three years – Malus and clawback provisions apply – Targets for core revenue and core operating proﬁt – KPIs focused on key strategic priorities – Payouts as follow: Below threshold: zero Threshold: 25% of max Target: 50% of max – Remuneration Committee assessment of performance in the round See page 124 for details – Financial metrics set with reference to business plans and shareholder return – Strategic measures reviewed annually to support the achievement of the Group’s key strategic priorities LTIP Performance shares – Maximum face value 300% salary Target 62.5% max (187.5% salary) Threshold 25% max (75% salary) – Three year performance period and two year holding period – Malus and clawback provisions apply – Dividend equivalents may be accrued on the shares earned from the LTIP awards based on dividends paid to shareholders during the vesting period. Dividends may also accrue during the post-vesting holding period. – Targets set for: Core compound EPS growth Revenue from new business over 3 years Relative TSR performance compared to FTSE 50-150 (excluding investment trusts) ESG measure – Remuneration Committee assessment of performance in the round See page 124 for details – To incentivise and reward long-term performance and align the interests of Executive Directors with those of shareholders Shareholding requirements – 300% of salary – 5 year period from date of appointment to board to achieve – Two-year shareholding post-employment – Promotes long term alignment with shareholders – Promotes focus on management of corporate risks Diﬀerences between the policies for Executive Directors and employees, consideration of shareholder views and consideration of conditions elsewhere in the Group Employees were not directly consulted on the executive Remuneration Policy. All employees receive a salary, pension, and medical insurance on a similar basis to the Executive Directors. Additionally, all employees participate in a cash bonus scheme, which is similar to the annual bonus. The Committee reviews detailed internal and summary benchmarking data and is satisﬁed that the level of remuneration is proportionate across the wider employee population. Further information is available on page 29 regarding how the Committee takes account of shareholder views when developing and implementing the Remuneration Policy. 121 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Illustrations of application of Remuneration Policy The following charts show the potential projected total remuneration available for 2025 at four levels of performance: minimum, target, maximum and maximum with assumed share price appreciation of 50% (in accordance with the 2018 Code). The impact of potential share price appreciation is omitted from the other three scenarios: Said Darwazah 2025 Target Maximum Equity growth Minimum 1,190 100% 1,190 1,950 46.6% 1,040 24.9% 1,190 28.5% 4,180 3,120 48.8% 2,080 32.6% 1,190 18.6% 6,390 3,120 39.2% 1,560 19.6% 2080 26.2% 1,190 15% 7,950 0 Total remuneration $000 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 Mazen Darwazah 2025 Target Maximum Equity growth Minimum 994 100% 994 1556 46% 830 24.6% 994 29.4% 3,380 2,490 48.4% 1,660 32.3% 994 19.3% 5,144 2,490 39% 1,245 19.5% 1,660 26% 994 15.6% 6,389 Total remuneration $000 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 Riad Mishlawi 2025 Target Maximum Equity growth Minimum 1,683 100% 1,683 2,250 43.8% 1,200 23.4% 1,683 32.8% 5,133 3,600 46.9% 2,400 31.2% 1,683 21.9% 7,683 3,600 38% 1,800 19% 2,400 25.3% 1,683 17.7% 9,483 Total remuneration $000 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 Fixed pay Annual Bonus LTIP LTIP – share price appreciation Commuting Remuneration Policy continued 122 Hikma Pharmaceuticals PLC | Annual Report 2024 The scenarios in the graphs are as follows: – ﬁxed pay includes salary, beneﬁts, and pension. The numbers are based on the base salary for 2025, the cost of beneﬁts provided in 2024 and a pension contribution of 10% of base salary. – annual bonus is shown as a percentage of base salary, with minimum, target and maximum shown as 0%, 50% and 100% respectively of maximum opportunity. – LTIP is shown as a percentage of base salary, with minimum, target and maximum performance shown as 0%, 62.5% and 100% of maximum opportunity respectively. – share price appreciation has been calculated as a 50% increase in the value of the LTIP between the date of grant and vesting – no dividend accrual has been incorporated in the values relating to the LTIP Remuneration Policy table for the Chair and Non-Executive Directors Non-Executive Directors’ (NEDs) fees are set by the Board under the direction of the Executive Directors having considered the: – pay practice in FTSE and sector peers – extensive travel required to undertake the role – signiﬁcant guidance and support required from the NEDs – the time required to fulﬁll their responsibilities Application of Remuneration Committee decision : Whilst there is no maximum, the practice is to remain within the parameters of FTSE peers. NEDs do not participate in the Group’s pension or incentive arrangements. The annual fees payable to newly recruited NEDs will follow the policy for fees payable to existing NEDs, whose fees comprise: Component Approach Basic fee An underlying fee for undertaking the duties of a Director of Hikma, chieﬂy relating to Board, strategy, and shareholder meetings. Provides a level of fees to support recruitment and retention of NEDs with the necessary experience. Committee membership fee A composite fee for taking additional responsibilities in relation to Committee membership. Usually, NEDs are members of at least three committees. Committee Chair/employee engagement fee The Committee Chairs undertake additional responsibilities in leading a committee and are expected to act as a sounding board for the executive that reports to the relevant committee. The Director responsible for workforce engagement receives a similar fee due to the additional requirements of that role. The chairmanship fee is paid in addition to the membership fee and a Senior Independent Director fee is paid to the individual in that position. Expenses The Group pays expenses incurred wholly in relation to the position of NEDs and ensures that Directors do not incur a tax liability as a result. The Group retains discretion to provide for an allowance structure as an alternative to the latter payment. 123 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Assessment of incentive outcomes A comprehensive evaluation of the Group’s and Executive Directors’ performance ensuring the annual bonus payout and long-term incentive vesting are appropriate and justiﬁed. The quality of earnings The Committee will review the results to ensure they accurately reﬂect underlying performance and take into account any exceptional items. Executive Director leadership The Committee carries out a formal evaluation of the CEO Overall Group performance This includes factors such as market share, competitor benchmarking, sustainability, people and culture, strategic progress, stakeholder engagement, and analyst feedback. The impact on shareholder value The Committee considers absolute and relative shareholder return over the relevant periods including dividend payment(s) Consider any other internal and external inputs This includes factors such as reputation or risk-related issues, changes in accounting standards, and input from the CRE Committee, Audit Committee, and management functions. The Committee will also consider the impact of any external factors. Outcome consistencies Consider whether bonus and LTIP outcomes are consistent with performance criteria. The Committee does not apply discretion unless there are exceptional circumstances. Final Annual bonus and LTIP outcomes Remuneration Policy continued 124 Hikma Pharmaceuticals PLC | Annual Report 2024 Single total ﬁgure (audited) The following table shows a single ﬁgure of remuneration¹ in respect of qualifying services for the 2024 ﬁnancial year, together with the comparable ﬁgures for 2023. Director Year Fixed pay Variable pay Total Salary Beneﬁts Pension Total ﬁxed Bonus and Deferred Shares) Shares vested (EIP element B) 2,3 Total variable Said Darwazah 2024 1,018,000 82,678 65,962 1,166,640 1,494,844 876,138 2,370,982 3,537,622 2023 1,018,389 75,328 65,315 1,159,032 1,641,665 772,442 2,414,107 3,573,139 Mazen Darwazah 2024 806,787 97,179 64,895 968,861 1,255,936 677,912 1,933,848 2,902,709 2023 806,837 67,004 65,223 939,064 1,361,276 539,381 1,900,657 2,839,721 Riad Mishlawi 2024 1,000,000 362,839 100,000 1,462,839 1,485,079 558,749 2,043,828 3,506,667 2023 333,333 182,045 33,333 548,711 554,213 449,909 1,004,122 1,552,833 1. All ﬁgures are in (USD) 2. Share price at vesting date in 2024 was $ 25.28 (£ 19.94) and foreign exchange rate of $ 1.268 to £1 3. The EIP was applicable for the period 2020-2022 and full details are provided on pages 79 to 84 of the 2019 Annual Report. The new Policy was approved at the AGM held on 28 April 2023 and applied from 28 April 2023 Salary Please see Chair’s letter (page 116) for commentary on salaries. The application of beneﬁts remains unchanged and pensions are aligned with the wider workforce under the Directors Remuneration Policy. Executive Director Individual Salary Change 2025 2024 % Executive Chairman Said Darwazah $1,040,000 $1,018,000 2.2% CEO Riad Mishlawi $1,200,000 $1,000,000 20.0% Executive Vice Chairman Mazen Darwazah $830,000 $806,787 2.9% Beneﬁts (audited) Said Darwazah received transportation beneﬁts of $57,040 (2023 $50,783) and medical beneﬁts of $25,638 (2023: $24,546). Mazen Darwazah received transportation beneﬁts of $71,604 (2023: $44,974) and medical beneﬁts of $25,575 (2023: $22,030). Social security payments made in Jordan, that are required to be paid by Jordanian law, are not considered to be a beneﬁt. Riad Mishlawi received a transportation allowance of $60,568 (2023: $20,687) medical beneﬁts of $26,926 (2023: $52,983). In 2023 he was asked to relocate to the US for a period of 2 years and received housing support of $180,000 and tax equalisation support of $95,345. Pension (audited) Said Darwazah and Mazen Darwazah have global roles and are paid in a number of locations. Pension contributions are only made on the proportion of salary received in Jordan, where they participate in the Hikma Pharmaceutical Deﬁned Contribution Retirement Beneﬁt Plan (the Jordan Beneﬁt Plan) on the same basis as other employees. Under the Jordan Beneﬁt Plan, Hikma matches employee contributions made, up to a maximum of 10% of applicable salary. Riad Mishlawi receives a cash allowance of 10% of base salary in lieu of pension. Annual report on remuneration 125 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Vested share awards (audited) During 2024, the share awards in the following tables vested for Executive Directors under the prior Remuneration Policy. Under the EIP, performance criteria had to be met before an award was granted. There were three award types under the EIP which are treated in the following manner in respect of the single remuneration ﬁgure on page 125. – Element A – a cash bonus that is payable immediately and attributed to the earnings for the performance year. 2022 was the last payment of Element A of the EIP – Element B – an award of shares that vests two years aﬅer grant subject to there being no forfeiture events and is attributed to the earnings in respect of the year in which it vests (i.e. two years aﬅer being granted) – Element C – an award of shares that vests three years aﬅer grant and, due to their being no further performance requirements, is attributed to the earnings for the performance year in the same manner as Element A The tables below detail share awards (Elements B and C) vesting during the year ended 31 December 2024. Said Darwazah – EIP EIP element Maximum number of shares capable of vesting % Shares vesting Forfeiture Number of shares vested Total value of vested shares 2 Element B 3 34,652 100% Nil 34,652 $876,138 Element C 19,830 100% N/A 19,830 $501,380 Total 54,482 54,482 $1,377,518 Mazen Darwazah — EIP EIP element Maximum number of shares capable of vesting % Shares vesting Forfeiture Number of shares vested Total value of vested shares Element B 3 26,812 100% Nil 26,812 $677,912 Element C 13,903 100% N/A 13,903 $351,522 Total 40,715 40,715 $1,029,434 Riad Mishlawi – EIP 1 EIP element Maximum number of shares capable of vesting % Shares vesting Forfeiture Number of shares vested Total value of vested shares Element B 3 22,099 100% Nil 22,099 $558,749 Element C 17,120 100% N/A 17,120 $432,861 Total 39,219 39,219 $991,610 1. The shares that vested for Riad Mishlawi were in respect of grants made before appointment as CEO 2. Share price at vesting date was $ 25.28 ( £19.94 and foreign exchange rate of $ 1.268 to £1) 3. Element B shares are attributed to earnings in respect of the year of vest and are included in the single remuneration ﬁgure on page 125 Policy deviation During 2024, the Committee has not deviated from the Remuneration Policy approved by shareholders at the AGM on 28 April 2023. Annual report on remuneration continued 126 Hikma Pharmaceuticals PLC | Annual Report 2024 Performance conditions – satisfaction Executive Chairman Weight Threshold 50% of salary awarded Target 100% of salary awarded Maximum 200% of salary awarded Results Achievement % of salary Financial Core revenue 30% Target -10% $2,763m Target $3,070m Target +10% $3,377m $3,156m Target to maximum 38.4% Core operating proﬁt (COP) 50% Target -10% $620m Target $689m Target +10% $758m $719m Target to maximum 71.8% Strategic Financing structure 10% The ﬁnancing and business structure was thoroughly assessed and aﬅer recommendations to the Board, appropriate actions were taken Maximum 20.0% Water related targets 10% Strong progress has been made in eﬃciency and monitoring eﬀorts which will support a strong foundation for water stewardship Target to maximum 16.6% Total 100% Acceptable Good Excellent 146.8% Performance outcome The above performance results in performance remuneration under the new Policy as follows (audited): Participant Calculation Receive Executive Policy element Salary Maximum potential (% of salary) Application % of salary Value of bonus/shares Receive Executive Chairman Cash bonus $1,018,000 100% 73.42% $747,422 Cash now (March 2025) Deferred shares 100% 73.42% $747,422 Shares deferred for a period of 3 years Total 200% 146.84% $1,494,844 Note. All shares vesting are subject to continued employment and a holding period aﬅer vesting. These shares may not be sold until 5 years aﬅer grant. 2024 annual bonus performance outcome: (audited) Readers are directed to the commentary on business performance that is included in the Chair’s letter on pages 116-117. The section sets out the performance conditions and targets for 2024 and their level of satisfaction for each Executive Director. Performance conditions – rationale and measurement The Executive Directors shared a number of common performance conditions as detailed below. Additional individual performance conditions are detailed for each Executive Director in their respective sections along with their weighting. Financial measures – Core revenue Historically, the pricing of generic pharmaceutical products has decreased with time. The Committee is cognisant that this could lead to declining revenue over the longer term, which could ultimately result in a declining business overall. By ensuring that a signiﬁcant proportion of performance remuneration is based on revenue, the Committee is able to ensure that the Executive Directors are focused on mitigating pricing declines by maximising the potential of the in-market portfolio, launching new products, and developing the pipeline. See page 1 of the Strategic report for further detail on the performance related to this target. – Core operating proﬁt (COP) Ultimately, the COP is a key measure of value to Hikma’s shareholders. Given the highly competitive business environment in which Hikma operates, the Executive Directors must focus continuously on optimising Hikma’s cost base. Strategic measures – Water related targets The Board remains mindful of Hikma’s environmental impact, particularly in regions facing water stress. The Executive Directors were collectively tasked with setting water-related targets for Jordan, KSA, Algeria and Egypt, and making progress towards these goals. Executive Chairman (audited) In addition to the common performance conditions set out above the Executive Chairman was set the following: - Financing structure The correct ﬁnancing structure, business constituents and locations are critical to the future growth of Hikma. The Executive Chairman was required to review these and provide the Board with recommendations. 127 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Performance conditions – satisfaction Executive Vice Chairman Weight Threshold 50% of salary awarded Target 100 % of salary awarded Maximum 200% of salary awarded Results Achievement % of salary Financial Core revenue 12% Target -10% $2,763m Target $3,070m Target +10% $3,377m $3,156m Target to maximum 15.4% Core operating proﬁt (COP) 18% Target -10% $620m Target $689m Target +10% $758m $719m Target to maximum 25.8% MENA revenue 20% Target -10% $858m Target $953m Target +10% $1,048m $983m Minimum to target 26.5% MENA COP 30% Target -10% $188m Target $209m Target +10% $230m $225m Target to maximum 53.0% Strategic Strategic expansion in KSA 5% Expansion in the Kingdom of Saudi Arabia (KSA) supported our strategy to expand our manufacturing and commercial operations Target to maximum 6.7% Review MENA strategy MENA business development 5% The MENA strategy was thoroughly assessed and aﬅer recommendations to the Board were made, appropriate actions were taken Maximum 10.0% 5% The number of business development projects signed in 2024 was in excess of the approved budget Maximum 10.0% Water related targets 5% Strong progress has been made in eﬃciency and monitoring eﬀorts which will support a strong foundation for water stewardship. Target to maximum 8.3% Total 100% Acceptable Good Excellent 155.7% Performance outcome The above performance results in performance remuneration under the new Policy as follows (audited): Participant Calculation Receive Executive EIP Element Salary Maximum potential (% of salary) Application % of salary Value of bonus/ shares Receive Executive Vice Chairman Cash bonus 806,787 100% 77.84% $627,968 Cash now (March 2025) Deferred shares 100% 77.84% $627,968 Shares deferred for a period 3 years Total 200% 155.67% $1,255,936 Note. All shares vesting are subject to continued employment and a holding period aﬅer vesting. These shares may not be sold until 5 years aﬅer grant. Annual report on remuneration continued Executive Vice Chairman (audited) In addition to the common performance conditions set out on page 127, the Executive Vice Chairman was set the following performance conditions: Financial measures – MENA revenue and COP The Executive Vice Chairman is responsible for this region. The Committee considered ﬁnancial metrics to be the best method of ensuring delivery of the strategy that could be measured in an objective manner that is readily understandable by investors. Measured by audited MENA revenue compared to target MENA revenue for the year ended 31 December 2024 and by audited MENA COP compared to target MENA COP for the year ended 31 December 2024. Strategic measures – Strategic expansion in KSA To ensure continued focus on Hikma’s presence in the region, the Executive Vice Chairman was requested to establish a regional headquarter, expand manufacturing capacity and establish an R&D center. Measured by progress made in the establishment of capability in KSA. – Review MENA strategy The MENA region continues to contribute signiﬁcantly to the Group’s revenue. To safeguard future revenues, the Executive Vice Chairman was ask to present a clear future strategy for the region and its markets, highlighting capital allocation required for investment. Measured by the Committee’s assessment of the strategy. MENA business development To support expansion in the region, the Executive Vice Chairman was set the target of entering into at least two new alliances and/or licensing opportunities, including at least one new technology. Measured by the number of agreements completed in 2024. 128 Hikma Pharmaceuticals PLC | Annual Report 2024 Performance conditions – satisfaction CEO Weight Threshold 50% of salary awarded Target 100% of salary awarded Maximum 200% of salary awarded Results Achievement % of salary Financial Core revenue 30% Target -10% $2,763m Target $3,070m Target +10% $3,377m $3,156m Target to maximum 38.4% Core operating proﬁt (COP) 50% Target -10% $620m Target $689m Target +10% $758m $719m Target to maximum 71.8% Strategic Eﬀective structure 5% Eﬀective leadership has been put in place through both internal and external appointments Maximum 10.0% Execution of Strategy 5% Completed and implemented the approved strategy in the year by extending CMO and compounding businesses and strengthening R&D Maximum 10.0% Operating model 5% The MENA region operating model was updated to support faster decision making Maximum 10.0% Water related targets 5% Strong progress has been made in eﬃciency and monitoring eﬀorts which will support a strong foundation for water stewardship. Target to maximum 8.3% Total 100% Acceptable Good Excellent 148.5% Performance outcome The above performance results in performance remuneration under the new Policy as follows (audited): Participant Calculation Receive Executive Policy element Salary Maximum potential (% of salary) Application % of salary Value of bonus/shares Receive CEO Cash bonus $1,000,000 100% 74.25% $742,540 Cash now (March 2025) Deferred shares 100% 74.25% $742,540 Shares deferred for a period of 3 years Total 200% 148.51% $1,485,079 Note. All shares vesting are subject to continued employment and a holding period aﬅer vesting. These shares may not be sold until 5 years aﬅer grant. CEO (audited) In addition to the common performance conditions set out on page 127, the CEO was set the following performance conditions: Strategic Measures – Eﬀective organisational structure for senior executives Eﬀective leadership in the organisation is critical for setting up the Group for future success. The CEO was given a target to review the structure of senior leadership and implement changes to ensure that the right team are in place to deliver the Group strategy. Measured by evidence of structural and personnel changes and the delivery of initiatives by the Leadership Council. – Execution of the approved Group strategy To support this, the CEO was tasked with recruiting strong leadership and developing a robust business plan for the Generics business. In addition, he was required to expand the Generics business by signing of at least one additional CMO contract or extending an existing contract by adding at least one product. – Assess Hikma’s operating model The CEO was asked to work closely with the Executive Vice Chairman to develop the strategy for MENA. An important part of this was to ensure that the correct organisational structure was in place to deliver sustainable proﬁtable growth. Measured by the Committee’s assessment of the strategy. 129 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Long-term incentive awards made during the year ended 31 December 2024 (audited) On 9 April 2024, Said Darwazah and Mazen Darwazah and Riad Mishlawi received awards of performance shares under the Hikma Pharmaceuticals plc Long-Term Incentive Plan 2023 as a percentage of salary as outlined below. The three-year period over which performance will be measured is 1 January 2024 to 31 December 2026. The performance measures for these awards are outlined below: Measure Rationale Weighting Threshold Target Maximum Core compound EPS growth for 1 January 2024 to 31 December 2026 Alignment with shareholders’ return 30% 1% 2% 5% Percentage of revenue from new business over 3 years Developing revenue from new business is a key element of Hikma’s business plan 40% 12% 15% 18% Relative TSR performance compared to FTSE 50-150 (excluding investment trusts) Alignment with shareholders’ return 20% Median – Upper Quartile Retention of employees measured by a reduction in voluntary turnover measured against the 2023 base number Retention and cost management 10% 7% 10% 13% Details of the value of these awards 1 are shown in the table below: Executive Director Date of grant Award made Grant price2 Face value $000 Face value as % salary Said Darwazah 9 April 2024 129,792 $23.53 $3,054,006 300% Mazen Darwazah 9 April 2024 102,863 $23.53 $2,420,366 300% Riad Mishlawi 9 April 2024 127,497 $23.53 $3,000,004 300% 1. No award vests for performance below threshold, 25% at threshold and 62.5% at target 2. The share price was determined by the average closing price in the ﬁve business days preceding the grant date The proportion of the awards outlined above that will vest will depend on the achievement against the performance objectives and their continued employment. The ﬁnal value that vests may be zero if the threshold performance for each of the objectives is not achieved. The vesting outcome of the awards will be disclosed in the 2026 Annual Report. Annual report on remuneration continued 130 Hikma Pharmaceuticals PLC | Annual Report 2024 Outstanding share awards (audited) Hikma continued to operate the EIP with the ﬁnal award being made in May 2023. The ﬁrst award under the new LTIP was made on 30 May 2023. The outstanding share awards in respect of each of the Executive Directors are: Participant Share scheme Quantum Director Scheme description 1,3 Type of interest Date of award Date of vesting % Salary Shares (max) Face value 2 Said Darwazah EIP Element C Conditional award 25-Feb-22 25-Feb-25 53% 18,420 $544,311 EIP Element B Conditional award 30-May-23 30-May-25 57% 31,679 $584,161 EIP Element C Conditional award 30-May-23 30-May-26 36% 19,761 $364,393 LTIP 2023 2 Conditional award 30-May-23 30-May-26 241% 132,783 $2,448,519 LTIP 2024 4 Conditional award 09-Apr-24 09-Apr-27 300% 129,792 $3,054,006 Deferred Shares 20245 Conditional award 09-Apr-24 09-Apr-27 81% 34,884 $820,821 Total 367,319 2023: 257,125 $7,816,211 2023: $6,353,163 Riad Mishlawi EIP Element C Conditional award 25-Feb-22 25-Feb-25 55% 18,691 $552,319 EIP Element B Conditional award 30-May-23 30-May-25 79% 36,371 $670,690 EIP Element C Conditional award 30-May-23 30-May-26 67% 30,749 $567,012 LTIP 2023 2 Conditional award 30-May-23 30-May-26 139% 75,339 $1,389,251 LTIP 2023 2,6 Conditional award 31-Aug-23 31-Aug-26 23% 12,263 $226,130 LTIP 2024 4 Conditional award 09-Apr-24 09-Apr-27 300% 127,497 $3,000,004 Deferred Shares 20245 Conditional award 09-Apr-24 09-Apr-27 28% 11,777 $277,113 Total 312,687 2023: 212,632 $6,682,519 $5,306,268 Mazen Darwazah EIP Element C Conditional award 25-Feb-22 25-Feb-25 54% 14,844 $438,640 EIP Element B Conditional award 30-May-23 30-May-25 83% 36,171 $666,993 EIP Element C Conditional award 30-May-23 30-May-26 47% 20,650 $380,786 LTIP 2023 2 Conditional award 30-May-23 30-May-26 241% 105,233 $1,940,497 LTIP 2024 4 Conditional award 09-Apr-24 09-Apr-27 300% 102,863 $2,420,366 Deferred Shares 20245 Conditional award 09-Apr-24 09-Apr-27 84% 28,926 $680,629 Total 308,687 2023: 217,613 $6,527,911 2023: $5,319,848 1. The performance criteria for Elements B and C of the EIP are assessed before a grant is considered. Additionally, Element B is subject to forfeiture criteria for the ﬁrst two years aﬅer grant 2. The face value is calculated as the monetary value of the award at the point of grant converted to the number of shares using the 30-day average share price to the 31 December of the performance year. The 30 day average share price used for awards granted in 2022 was $29.55(£22.20), 2023 $18.44(£15.15). The actual value received by Executive Directors under the share incentive arrangements is dependent upon the share price of Hikma at the time of vesting, the satisfaction of performance criteria and the non-occurrence of forfeiture events (EIP Element B only). Forfeiture would apply to 50% of any unvested Element B shares if the ﬁnancial performance in any year is less than 30% of the target. 2023 numbers have been restated to reﬂect the correct face value 3. The minimum value of the awards at vesting will be the share price on the day of vesting multiplied by the number of shares vesting. If the Executive Director leaves employment during the vesting period, the normal position is that zero shares vest. If all the forfeiture conditions occur in each year of the vesting period under Element B only, zero shares will vest. The weighting of each forfeiture condition has a proportional impact on the vesting percentage under Element B only 4. The face value was determined by the average closing price in the ﬁve business days preceding the grant date, $23.53(£18.64) 5. The deferred shares granted in 2024 relate to the 50% of the 2023 annual bonus deferred into shares 6. The LTIP award granted to Riad Mishlawi on 31 August 2023 represented an exceptional award on his apppointment to the position of CEO 131 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance The applicable share prices for Hikma during the period under review were: Date Market price (Closing price) 1 January 2024 1,787p 31 December 2024 1,993p 2024 Range (low to high) 1,772p to 2,088p 25 February 2025 2,296p Dilution In accordance with the guidelines set out by the Investment Association applicable in 2024, Hikma can issue a maximum of 10% of its issued share capital in a rolling ten-year period to employees under all its share plans and a maximum of 50% of this (representing 5% of issued share capital) for discretionary share plans. The following table summarises the current level of dilution resulting from Hikma’s share plans since 2015: Type of plan Granted in a rolling ten-year period Granted during the year Discretionary Share Plans (5% Limit) 4.7% 0.76% Director share interests (audited) Said Darwazah, Mazen Darwazah and Ali Al-Husry are Directors and shareholders of Darhold Limited. Darhold holds 60,000,000 Ordinary Shares in Hikma. The table below breaks down their shareholdings in Hikma by shares eﬀectively owned through Darhold and shares held personally or by connected people as at 31 December 2024. The cancellation and issuance of shares in Darhold and Hikma, as well as changes in the number of Hikma shares held by Darhold, can lead to a degree of variation in the ‘Eﬀective Hikma shares’. Darhold Personal Director Interest in Darhold Eﬀective Hikma shares Shares (incl. connected people) Total shareholding Said Darwazah 22.50% 13,501,800 852,467 14,354,267 Mazen Darwazah 1 11.34% 6,803,400 1,392,222 8,195,622 Ali Al-Husry 2 8.32% 4,992,600 1,162,811 6,155,411 1. Mazen Darwazah holds his shares in Darhold Limited through a family trust 2. Ali Al-Husry holds his shares in Hikma and Darhold Limited through a family trust The following table sets out details of the Directors’ shareholdings in Hikma as at 31 December 2024 and, where there are shareholding requirements, whether these have been met: Ownership requirements Total Scheme Interests Total Director Percentage of salary Number of shares Requirement fulﬁlled? Shares owned 2 Awards subject to performance conditions 3 Awards not subject to performance conditions6 Share interests Said Darwazah 1 300% 122,403 Yes 14,354,267 294,254 73,065 14,721,586 Riad Mishlawi 300% 120,239 Yes 133,302 251,470 61,217 445,989 Mazen Darwazah 2 300% 97,007 Yes 8,195,622 244,267 64,420 8,504,309 Ali Al-Husry 4 N/A N/A N/A 6,155,411 N/A N/A 6,155,411 Patrick Butler 5 N/A N/A N/A 3,875 N/A N/A 3,875 John Castellani N/A N/A N/A 3,500 N/A N/A 3,500 Nina Henderson N/A N/A N/A 7,100 N/A N/A 7,100 Cynthia Flowers N/A N/A N/A 1,100 N/A N/A 1,100 Douglas Hurt N/A N/A N/A 4,500 N/A N/A 4,500 Deneen Vojta N/A N/A N/A 1,000 N/A N/A 1,000 Laura Balan N/A N/A N/A N/A N/A N/A – Victoria Hull N/A N/A N/A N/A N/A N/A – 1. Including shares eﬀectively owned through Darhold as per the table above 2. Mazen Darwazah holds his shares in Darhold Limited through a family trust, in which he has a beneﬁcial interest 3. This includes element B awards made under the EIP (see page 126) and the LTIP under the new Policy. 4. Ali Al-Husry holds his shares in Hikma and Darhold Limited through a family trust, in which he has a beneﬁcial interest 5. Patrick Butler stepped down on 29 February 2024 6. This includes element C awards made under the EIP (see page 126) and deferred shares under the annual bonus plan of the current remuneration policy The share price used to calculate whether the shareholding requirements have been met is the price on 31 December 2024 of £19.93 and foreign exchange rate of $1.252 to £1 on the same date. Annual report on remuneration continued 132 Hikma Pharmaceuticals PLC | Annual Report 2024 There have been no changes in the interests of the Directors in the shares of Hikma between 31 December 2024 and the date of this report. Director share interests (audited) continued The following table sets out the changes in the share interests of Directors during the year under review and up to the date of this report. Other than as detailed in the table, the Directors’ share interests in Hikma did not change during the period. Director Date Event Number of shares Said Darwazah 26/02/2024 Vesting of 2021 EIP Element C. Retained all Shares 19,830 Said Darwazah 26/02/2024 Vesting of 2022 EIP Element B. Retained all Shares 34,652 Riad Mishlawi 26/02/2024 Vesting of 2021 EIP Element C. Retained all Shares 17,120 Riad Mishlawi 26/02/2024 Vesting of 2022 EIP Element B. Retained all Shares 22,099 Riad Mishlawi 07/05/2024 Dividend reinvestment 736 Riad Mishlawi 23/09/2024 Dividend reinvestment 509 Mazen Darwazah 26/02/2024 Vesting of 2021 EIP Element C. Retained all Shares 13,903 Mazen Darwazah 26/02/2024 Vesting of 2022 EIP Element B. Retained all Shares 26,812 Scheme interests (audited) The following table sets out details of the ‘scheme interests’ of the Directors. Element B and C of the EIP have been included because they have service conditions in excess of one year. Type of interest Share interests with performance measures Director Shares Share options Yes No Said Darwazah 367,319 – 294,254 73,065 Riad Mishlawi 1 312,687 – 251,470 61,217 Mazen Darwazah 308,687 – 244,267 64,420 All other directors – – – – 1. Riad Mishlawi was appointed CEO with eﬀect from 1 September 2023 Total shareholder return During the last ten years, Hikma’s performance has been below the FTSE 100 and FTSE 350 Pharmaceuticals & Biotechnology segment, a relatively small group of companies that are mainly focused on developing new drugs. During the last 12 months, Hikma has outperformed these peer groups (see table on page 116). The Remuneration Committee has chosen these comparators because it uses executive compensation benchmarking data from the FTSE 100 and the pharmaceutical industry when considering compensation for the Executive Directors. 0 100 200 300 31 Dec 2014 24 Dec 2015 31 Dec 2016 28 Dec 2019 30 Dec 2017 29 Dec 2018 27 Dec 2020 31 Dec 2021 31 Dec 2022 30 Dec 2023 29 Dec 2024 82.9% 122.2% 21.8% Hikma Pharmaceuticals PLC FTSE 100 FTSE 350 / Pharmaceuticals and Biotechnology - SEC 133 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Remuneration table The following table sets out the total remuneration, including amounts vesting under short-term and long-term incentive plans, for each ﬁnancial period in respect of the Directors holding the positions of Executive Chairman and CEO. The total ﬁgures for the ﬁnancial years 2017 and 2016 are higher than would otherwise be the case due to a change of incentive plan. In accordance with the Regulations, the 2017 and 2016 totals include LTIPs vesting during the relevant period (which were granted three years before) and Element C of the EIP which was granted in respect of the relevant period. The Regulations require Element C to be treated in a similar way to the annual bonus, although it is an award of shares that will vest three years aﬅer grant. Said Darwazah — Executive Chairman Riad Mishlawi— Chief Executive Oﬃcer Year Total Bonus as % max 1 Deferred share awards as % max 2 Total Bonus as % max 1 Deferred share awards as % max 2 2024 $3,537,622 73% 73% $3,506,667 74% 74% 2023 $3,573,139 81% 81% $1,552,833 83% 83% 2022 $3,402,078 37% 38% N/A N/A N/A 2021 $4,586,119 62% 67% N/A N/A N/A 2020 $4,059,653 73% 77% N/A N/A N/A 2019 $4,448,934 74% 78% N/A N/A N/A 2018 $4,501,217 88% 90% N/A N/A N/A 2017 $3,538,646 0% 0% N/A N/A N/A 2016 $6,308,238 71% 68% N/A N/A N/A 2015 $7,316,042 98% 98% N/A N/A N/A 1. For the years 2014-2022 the ‘Bonus as % max’ column comprises cash under Element A of the EIP paid immediately and shares under Element C of the EIP that are released three years aﬅer grant. For the years 2023-2024 the ﬁgure comprises the cash element of the annual bonus 2. For the years 2014-2022 the ‘deferred share award as % max’ column includes Element B of the EIP, shares that vest in two years from the date of grant provided that the Executive remains in employment and forfeiture events have not occurred. For the years 2023-2024 the ﬁgure comprises the shares element of the annual bonus deferred for 3 years Non-Executive Directors (audited) In December 2022, the Executive Directors reviewed the fees paid to Non-Executive Directors and made a number of changes that came into eﬀect from 1 January 2023, the full details of which can be found on page 121 of the Annual Report 2022. No subsequent changes have been made. Fee (all elements) $ Taxable beneﬁts 1 $ Total $ Name Board position 2024 2023 2024 2023 2024 2023 Patrick Butler 2 Non-Executive Director 21,401 136,234 1,082 973 22,483 137,207 Ali Al-Husry Non-Executive Director 115,632 112,546 1,329 4,170 116,961 116,716 John Castellani Independent Director and CRE Committee Chair 147,574 143,636 17,573 16,056 165,147 159,692 Nina Henderson Independent Director, Remuneration Committee Chair and Workforce Engagement Lead 166,740 162,290 10,930 14,085 177,670 176,375 Cynthia Flowers Independent Director 128,409 124,982 2,816 9,697 131,225 134,679 Douglas Hurt Independent Director and Audit Committee Chair 153,963 149,854 – – 153,963 149,854 Laura Balan Independent Director 128,409 124,982 – – 128,409 124,982 Victoria Hull Senior Independent Director and Nomination and Governance Committee Chair 166,740 149,196 420 77 167,160 149,273 Deneen Vojta Independent Director 128,409 124,982 15,776 2,072 144,185 127,054 1. ‘Taxable beneﬁts’ includes certain accommodation expenses for Non-Executive Directors that are wholly related to their attendance at Board meetings and are in accordance with normal Hikma expense policy 2. Patrick Butler was Senior Independent Director and Nomination and Governance Committee Chair until April 2023 and retired from the Board on 29 February 2024 Annual report on remuneration continued 134 Hikma Pharmaceuticals PLC | Annual Report 2024 Payments to past Directors (audited) There were no payments made to past Directors during 2024. Payments for loss of oﬃce (audited) There were no payments for loss of oﬃce during the ﬁnancial year. Terms of appointment and service Service contracts The details of the service contracts of the Executive Directors of Hikma in force at the end of the year under review are available for inspection at Hikma’s registered oﬃce at 1 New Burlington Place, London W1S 2HR, were: Executive Director Notice period Contract date Unexpired term of contract Potential termination payment Said Darwazah 12 months 1 July 2007 Rolling contract 12 months’ salary and beneﬁts Riad Mishlawi 12 months 11 April 2023 Rolling contract 12 months’ salary and beneﬁts Mazen Darwazah 12 months 25 May 2006 Rolling contract 12 months’ salary and beneﬁts The Executive Directors are not appointed for a speciﬁed term and, therefore, do not have an outstanding term that requires disclosure. Letters of appointment The Non-Executive Directors have letters of appointment with Hikma, not service contracts, which are available for inspection at Hikma’s registered oﬃce at 1 New Burlington Place, London W1S 2HR. Appointments are made for a period of 36 months and then reviewed. Non-Executive Director Date of appointment Notice period Ali Al-Husry 14 October 2005 1 month Pat Butler 1 April 2014 1 month John Castellani 1 March 2016 1 month Nina Henderson 1 October 2016 1 month Cynthia Flowers 1 June 2019 1 month Douglas Hurt 1 May 2020 1 month Laura Balan 1 October 2022 1 month Victoria Hull 1 November 2022 1 month Deneen Vojta 1 November 2022 1 month Hikma complies with the 2018 Code requirement that all Directors be subject to election or annual re-election by shareholders. External appointments Hikma recognises that Executive Directors may be invited to take up non-executive directorships or public sector and not-for-proﬁt appointments, and that these can broaden the experience, network and knowledge of the Director, from which Hikma can beneﬁt. Executive Directors may accept external appointments as long as they do not lead to a conﬂict of interest and are allowed to retain any fees. During the year under review, Said Darwazah received fees of $4,100 (2023: $4,100), There were no other fees paid to Executive Directors relating to external appointments. External appointments are detailed in their Director proﬁles on pages 98 and 99. Implementation of Policy In February 2025, the Remuneration Committee reviewed the base salaries for Executive Directors and agreed an increase of 2% for the Executive Chairman, 3% for the Executive Vice Chairman and 20% for the CEO with eﬀect from 1 January 2025. 135 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Annual bonus design for year ending 31 December 2025 The measures and targets for the annual bonus plan will be reviewed annually by the Committee and those agreed for 2025 are: Area Description Rationale Weighting 1 Executive Chairman Executive Vice Chairman CEO Financial Group/Division Revenue Historically, the pricing of generic pharmaceutical products has decreased with time. The Committee recognises that this could lead to declining revenue over the longer term, which could ultimately result in a declining business overall. By ensuring that a signiﬁcant proportion of performance remuneration is based on revenue, the Committee is able to ensure that the Executive Directors are focused on mitigating pricing declines by maximising the potential of the in-market portfolio, launching new products, and developing the pipeline. Please see page 16 of the Strategic report for the detail on this target 30% 30% 30% Group Core/ Divisional EBIT Ultimately, core operating proﬁt is a key measure of value to Hikma’s shareholders. Given the highly competitive business environment in which Hikma operates, the Executive Directors must focus continuously on optimising Hikma’s cost base. 50% 50% 50% Strategic Enhance strategy execution The eﬀective execution of the Group’s strategy is critical to creating long-term value for shareholders. The Executive Chairman will drive delivery of the strategy to optimise performance and value creation 10% 10% Sustainability Drive cost eﬀective near-term renewable energy projects, research medium-term renewable capacity and set the long-term strategic direction for carbon reduction. 10% 5% 5% Strategic execution To continue Hikma’s growth the CEO and Executive Vice Chairman have been set a number of targets regarding commercial development and business plans. These will be disclosed in the 2025 Annual Report 15% 5% 1. The ﬁnancial weightings for the Executive Vice Chairman are 12% Group Revenue,18% Core EBIT, 20% MENA Revenue and 30% MENA Core EBIT The Committee has discretion to adjust the pay out to reﬂect the underlying business performance and any other relevant factors. Details of the ﬁnancial and strategic targets for the year ended 31 December 2025 will be disclosed retrospectively in next year’s Annual Report on remuneration, by which time the Board will no longer deem them commercially sensitive. Annual report on remuneration continued 136 Hikma Pharmaceuticals PLC | Annual Report 2024 Long term incentive awards to be made in year ending 31 December 2025 The Committee intends to issue a Performance Share Plan (PSP) award to the Executive Directors. Under the Policy long-term incentive measures will be reviewed annually by the Committee and will be designed to drive Hikma business strategy and align with the delivery of value to shareholders. It is proposed that the following targets will be set for the 2025 award and measure over the period 1 January 2025 to 31 December 2027: Measure Rationale Weighting Threshold Target Maximum Core compound EPS growth for 1 January 2025 to 31 December 2027 1 Alignment with shareholders’ return 35% 5% 8% 11% Percentage of revenue from new business over 3 years Developing revenue from new business is a key element of Hikma’s business plan 35% 13% 16% 20% Relative TSR performance compared to FTSE 50-150 (excluding investment trusts) Alignment with shareholder’s return 20% Median – Upper quartile Sustainability To establish a global culture and framework for good water stewardship 10% Progress against key aspects of the ISO 46001 Water Eﬃciency Management System in high water- extracting MENA sites It is proposed that a PSP share award of 300% is made to the Executive Directors subject to the measures in the above table. Shareholder approval Annual report on remuneration (25 April 2024 AGM) Annual report on remuneration (28 April 2023 AGM) Remuneration Policy (28 April 2023 AGM) Votes available 183,621,063 Votes cast 183,617,785 For 91.44% Against 8.56% Withheld 3,278 Votes available 174.909,650 Votes cast 174,904,505 For 97.16% Against 2.84% Withheld 5,145 Votes available 174,909,661 Votes cast 174,905,422 For 98.24% Against 1.76% Withheld 4,239 137 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Director and average employee compensation change The table below shows the percentage change in the Executive Directors and Non-Executive Directors , beneﬁts and bonus for the ﬁve years between 2020 and 2024 compared with the percentage change in the average of each of those components of pay for employees (excluding the Executive Directors). Director and average employee compensation change – salary 1 Salary Beneﬁts Bonus Average percentage change Average percentage change Average percentage change 2019- 2020 2020- 2021 2021- 2022 2022- 2023 2023- 2024 2019- 2020 2020- 2021 2021- 2022 2022- 2023 2023- 2024 2019- 2020 2020- 2021 2021- 2022 2022- 2023 2023- 2024 Said Darwazah 0% 0% 0% 0% 0% -16% -21% -3% 40% 10% -1% -17% -40% 73% -9% Riad Mishlawi 2 N/A N/A N/A N/A 200% N/A N/A N/A N/A 99% N/A N/A N/A N/A 168% Mazen Darwazah 0% 5% 4% 3% 0% 1% -30% -52% 113% 45% -1% -6% -15% 30% -8% Patrick Butler 5 2% -3% -8% 2% -84% 0% 0% 0% 22% 11% N/A N/A N/A N/A N/A Ali Al-Husry 3 3% 5% -8% 3% 3% -40% -64% -100% 0% -69% N/A N/A N/A N/A N/A John Castellani 3 3% 5% -8% 7% 3% -24% -30% 135% -11% 5% N/A N/A N/A N/A N/A Nina Henderson 3 3% 5% -3% 13% 3% -18% -30% -41% 96% -26% N/A N/A N/A N/A N/A Cynthia Flowers 3 77% 5% -8% 3% 3% 0% -29% -24% 45% -72% N/A N/A N/A N/A N/A Douglas Hurt 3 0% 86% -8% 3% 3% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A Laura Balan 3,4 0% 0% 0% 76% 3% 0% 0% 0% 0% 0% N/A N/A N/A N/A N/A Victoria Hull 3,4 0% 0% 0% 86% 12% 0% 0% 0% 0% 422% N/A N/A N/A N/A N/A Deneen Vojta 3,4 0% 0% 0% 84% 3% 0% 0% 0% -16% 629% N/A N/A N/A N/A N/A Employees ($m) 2% 4% 3% 1% 9% 1% 7% 3% 1% 11% 0% 9% -10% 20% -13% Growth in number of Employees 1% 0% 1% 2% 4% 1% 0% 1% 2% 4% 1% 0% 1% 2% 4% Average per Employee 1% 4% 2% -1% 5% 0% 0% 8% -1% 7% -1% 0% -3% 18% -16% Average per the listed parent Company Employee 1% 16% 11% -29% 36% 35% -54% -39% 6% 58% 6% 18% -16% -18% 49% 1. The current Remuneration Policy was introduced on 28 April 2023. NED fees are paid in GBP and reported in USD so an element of changes will be as a result of exchange rate diﬀerences 2. Riad Mishlawi was appointed as CEO with eﬀect from 1 September 2023 and therefore comparative ﬁgures are not provided 3. Non Executive Directors do not participate in the bonus plan 4. These NEDs were appointed during 2022 5. Patrick Butler stepped down on 29 February 2024 Hikma’s pay review, which took eﬀect from 1 January 2024, awarded average percentage increases in wages and salaries of 4.5% (2023: 4%) for existing employees (with certain exceptions for jurisdictions experiencing very high inﬂation). The nature and level of beneﬁts to employees in the year ended 31 December 2024 were broadly similar to those in the previous year (2023: unchanged). UK gender and CEO pay ratios Hikma has 30 employees employed in the UK and, as a result, is exempt from gender pay and average employee: CEO pay disclosure requirements. The small number of employees and signiﬁcant diversity of roles and seniority in the UK makes meaningful gender pay comparisons in the UK diﬃcult. The ratio of total CEO pay to the average Group employee is 19:1 using a simple average methodology. Hikma is committed to paying fairly and not discriminating on gender or other grounds. Annual report on remuneration continued 138 Hikma Pharmaceuticals PLC | Annual Report 2024 Relative importance of spend on pay The following table sets out the total amount spent in 2023 and 2024 on remuneration of Hikma’s employees and major distributions to shareholders. Distribution expense 2023 2024 % change from 2023 wto 2024 Employee $610 million $654 million 7.2% Distributions to shareholders 1 $137 million $175 million 28.0% 1. The Group purchased 12,833,233 shares during 2020 at a cost of $292 million, which is excluded from the distributions to shareholders in accordance with the regulations. Those shares are held in treasury and do not receive dividends Committee membership and attendance Members and attendance Member Meetings Attendance Nina Henderson (Chair) 6 6 John Castellani 6 5 Cynthia Flowers 6 6 Douglas Hurt 6 6 Laura Balan 6 6 Where a Director was unable to attend a meeting, their comments on the business of the meeting were shared with the Chair in advance of the meeting. Advice and support The Committee seeks the assistance of senior management (CEO, CPO, VP Total Reward and Company Secretary) on matters relating to policy, performance and remuneration but ensures that no Director takes part in discussions relating to their own remuneration or beneﬁts. Willis Towers Watson (WTW) continue to provide independent advice to the Committee in relation to market practice, UK corporate governance best practice, incentive plan review and target setting. The total fees for advice to the Committee during the year, including advice relating to the CEO compensation undertaken in 2024, were $112,769 (2023: $121,244). WTW was appointed by the Committee in 2016 following a competitive tender process. WTW adheres to the Remuneration Consultants Group Code of Conduct. They charge their fees on a time spent basis. They provide no other services to the Group other than Remuneration Committee advice and compensation benchmarking. The Committee is satisﬁed that the WTW team providing remuneration advice do not have connections with Hikma that may impair their independence. During the year the Committee instructed Mercer to conduct a MENA region speciﬁc benchmarking exercise on a ﬁxed fee basis of $6,000 (2023: $6,000). Mercer are a recognised expert in the region in question. Except as disclosed on page 101 Hikma has complied with all the relevant principles and provisions of the 2018 Code throughout the year. Closing statement We have continued to develop our approach to remuneration reporting this year and the Committee hopes that this has aided your understanding of our Remuneration Policy and practices. Please do not hesitate to contact me if you have any questions or observations. For and on behalf of the Remuneration Committee. Nina Henderson Chair of the Remuneration Committee 25 February 2025 139 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Other statutory disclosures Directors’ report and Strategic report The Directors’ report and Strategic report for the year ended 31 December 2024 comprise pages 92 to 144 and pages 1 to 91. This report forms the management report for the purposes of the Disclosure and Transparency Rules. Readers are asked to cross refer to the other sections of the Annual Report to the extent necessary to meet Hikma’s reporting obligations as follows (statements that are not applicable have been excluded): – Likely future developments of Hikma: Strategic report and the Business and ﬁnancial review, pages 1 to 43 – Related party transactions: Note 37 to the Group ﬁnancial statements, page 203 – Going concern statement: Risk management report, page 87 – Longer-term viability statement: Risk management report, page 88 – Greenhouse gas emissions: Sustainability report, pages 56 to 59 – Financial instruments and risk: Notes 2 and 29 to the Group ﬁnancial statements, pages 165 to 166 and pages 190 to 195 – Stakeholder and S.172 Statement, pages 24 to 29 For the purposes of UK Listing Rule 6.6.1, shareholders are directed in accordance with the following table to notes in the consolidated ﬁnancial statements: Item Reference Interest capitalised and associated tax relief See Notes 11 and 12 on pages 174 to 177 Publication of unaudited ﬁnancial information None Details of long-term incentive schemes See Note 36 on pages 199 to 202 Waiver of emoluments by Directors None Allotment of securities for cash, including by major subsidiaries None Controlling entities/parent undertakings of Hikma None Contracts of signiﬁcance with a material interest of a Director or controlling shareholders None Services provided to Hikma by controlling shareholders None Arrangements by which shareholders have agreed to waive current or future dividends See Note 31 on page 195 Controlling shareholder agreements and associated obligations Hikma does not have any controlling shareholders within the meaning of the UK Listing Rules Principal activity The principal activities of Hikma are the development, manufacture and marketing of a broad range of generic, branded and in-licensed pharmaceutical products. Hikma’s pharmaceutical operations are conducted through three business segments: Injectables, Branded and Generics. The majority of Hikma’s operations are in the MENA region, North America and Europe. The Company does not have overseas branches within the meaning of the Companies Act 2006 (the Act). Hikma’s net sales, gross proﬁt and segmental results are shown by business segment in Note 5 to the Group ﬁnancial statements on pages 169 and 170. Results The reported proﬁt attributable to shareholders of Hikma Pharmaceuticals PLC for the year in 2024 was $359 million (2023: $190 million). Dividend The Board is recommending a ﬁnal dividend of 48 cents per share (2023: 47 cents per share) bringing the total dividend for the full year to 80 cents per share (2023: 72 cents per share). The proposed dividend will be paid on 1 May 2025 to eligible shareholders on the register at the close of business on 21 March 2025, subject to approval at the Annual General Meeting on 24 April 2025. Creditor payment policy Hikma’s policy, which is also applied by all subsidiaries and will continue in respect of the 2025 ﬁnancial year, is to settle terms of payment with all suppliers when agreeing the terms of each transaction and to ensure that we abide by those terms of payment. Trade creditors of Hikma at 31 December 2024 were equivalent to 76 days’ purchases (2023: 76 days), based on Group trade payables multiplied by 365, divided by trailing 12 months’ Group cost of goods sold. Political donations Hikma’s policy prohibits the payment of political donations and expenditure within the meaning of the Act. No payments were made in 2024. 140 Hikma Pharmaceuticals PLC | Annual Report 2024 Research and development Hikma’s investment in research and development (R&D) during 2024 represented 4.5% of Group revenue (2023: 5.2%). Further details on Hikma’s R&D activities can be found on pages 12 to 42. Signiﬁcant contracts Due to the nature of Hikma’s business, members of Hikma are party to agreements that could alter or be terminated upon a change of control of Hikma following a takeover. However, none of these agreements is individually deemed to be signiﬁcant in terms of its potential impact on the business of Hikma taken as a whole. The Directors are not aware of any agreements between Hikma and its Directors or employees that provide for compensation for loss of oﬃce or employment that occurs because of a takeover bid. There are no persons with whom Hikma has contractual or other arrangements, who are deemed to be essential to the business of Hikma. Directors It is the Board’s policy that all Directors should seek election or re-election on an annual basis. Accordingly, Said Darwazah, Riad Mishlawi, Mazen Darwazah, Ali Al-Husry, Nina Henderson, Cynthia Flowers, Douglas Hurt, Laura Balan, Victoria Hull and Deneen Vojta will seek re-election at the 2025 AGM. John Castellani will retire from the Board at the conclusion of the 2025 AGM, having reached nine years of service in March 2025. Indemnities and insurance Hikma maintains an appropriate level of Directors’ and Oﬃcers’ insurance. The Directors beneﬁt from qualifying third-party indemnities made by Hikma that were in force during the year and as at the date of signing this report. These indemnities are uncapped in amount in relation to losses and liabilities that Directors may incur to third parties in the course of the performance of their duties. Auditors Each person who was a Director of Hikma at the date when this report was approved conﬁrms that: – so far as the Director is aware, there is no relevant audit information of which Hikma’s auditors are unaware – the Director has taken all the steps that they ought to have taken as a Director to make themself aware of any relevant audit information and to establish that Hikma’s auditors are aware of that information This conﬁrmation is given and should be interpreted in accordance with the provisions of section 418 of the Act. Workforce engagement Nina Henderson is the designated Non-Executive Director to engage with the workforce under the UK Corporate Governance Code 2018 (the 2018 Code) and has undertaken various workforce engagement activities, as described on pages 26 and 95. Hikma continued to operate its existing workforce engagement mechanisms which include intra-Group communications, social networking, an open door policy for legitimate union representatives and the operation of share incentive arrangements. Hikma does not discriminate against a potential employee on grounds of disability and will make reasonable adjustments to employ and develop disabled people. Nina will reach nine years’ service at Hikma during 2025 and will be succeeded as the designated Non-Executive Director for workforce engagement by Laura Balan with eﬀect from close of business at the AGM in 2025, as disclosed in our Board succession plan on page 94 of our 2023 Annual Report. Stakeholder engagement Further information on the Board’s engagement with stakeholders is detailed in our Section 172 Statement on pages 24 to 29. 141 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Diversity disclosures pursuant to UK Listing Rule 6.6.6R The UK Listing Rules require listed companies to state whether they have met certain targets on board diversity and disclose in a prescribed format information on the diversity of their board and executive committee. The information in the table below is at 31 December 2024, which is the date selected as the reference date within Hikma’s accounting period. The targets set out in the UK Listing Rules are that: – at least 40% of the individuals on its board of directors are women – at least one of the following senior positions on its board of directors is held by a woman (the chair, SID, CEO or CFO) – at least one individual on its board of directors is from a minority ethnic background As at the reference date, the Board of Hikma meets all three targets above. Gender diversity Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair)¹ Number in Executive Management Percentage of Executive Management Men 6 55% 2 6 67% Women 5 45% 1 3 33% Not speciﬁed/prefer not to say – – – – – Ethnic background diversity Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair)¹ Number in Executive Management Percentage of Executive Management White British or other White (including minority-white groups) 7 64% 1 5 56% Mixed/Multiple ethnic groups – – – – – Asian/Asian British – – – – – Black/African/Caribbean/Black British – – – – – Other ethnic group 4 36% 2 4 44% Not speciﬁed/prefer not to say – – – – – Each member of the Board or Executive Management has conﬁrmed their gender and ethnic background to the Company Secretary and the above data has been collated from those records. 1. The CFO is not appointed to the Board Other statutory disclosures continued 142 Hikma Pharmaceuticals PLC | Annual Report 2024 Equity Capital structure Details of the issued share capital, together with movements in the issued share capital during the year, can be found in Note 31 to the Group ﬁnancial statements on page 195. Hikma has one class of Ordinary Shares of 10 pence each (Shares) which carries no right to ﬁxed income. Each share carries the right to one vote at general meetings of Hikma. As at 31 December 2024: Type Nominal value In issue Issued during the year Cancelled during the year Shares 10 pence 234,719,686 805,082 – During 2024, Hikma issued Shares solely pursuant to the exercise of awards made under the 2018 Management Incentive Plan and 2014 Executive Incentive Plan. There are no speciﬁc restrictions on the size of a holding or on the transfer of shares, which are both governed by the general provision in Hikma’s Articles of Association (the Articles) and prevailing legislation. The Directors are not aware of any agreements between holders of Hikma’s shares that may have resulted in restrictions on the transfer of securities or on voting rights. No person has any special rights with regard to the control of Hikma’s share capital and all issued shares are fully paid. Share buyback At the Annual General Meeting (AGM) on 25 April 2024, shareholders gave the Directors authority to purchase shares from the market up to a limit of 22,188,520 Ordinary Shares, being 10% of the Company’s issued Ordinary Share capital (excluding treasury shares) as at 15 March 2024. This authority expires at the earlier of 25 July 2025 or the 2025 AGM, which is scheduled for 24 April 2025. During 2024, no Ordinary Shares were purchased by the Company. Below is a summary of share buyback activity undertaken by the Company prior to 2024. During 2022, the Company purchased and cancelled 12,499,670 Ordinary Shares. During 2020, the Company purchased 12,833,233 Ordinary Shares from Boehringer Ingelheim (the ‘Treasury Shares’). The Treasury Shares are held in treasury and, accordingly, do not receive dividends and do not exercise voting rights. Share issuance At the AGM on 25 April 2024, the Directors were authorised to issue relevant securities up to an aggregate nominal amount of £7,396,175 and to be empowered to allot equity securities for cash on a non-pre- emptive basis up to an aggregate nominal amount of £4,437,704 at any time up to the earlier of the date of the 2025 AGM or 25 July 2025. The Directors propose to renew these authorities at the 2025 AGM for a further year. In the year ahead, other than in respect of Hikma’s obligations to satisfy rights granted to employees under its various share-based incentive arrangements, the Directors have no present intention of issuing any additional share capital of Hikma. Details of the employee share schemes are set out in Note 36 to the Group ﬁnancial statements on pages 199 to 202. As at 31 December 2024, the Hikma Pharmaceuticals Employee Beneﬁt Trust (EBT) held 1,455,190 shares. The EBT has waived its entitlement to a dividend. Other than the EBT and the Treasury Shares, no other shareholder has waived the right to a dividend. Pre-emptive issue of shares During the year under review, and in the period since the date of Hikma’s Initial Public Oﬀering on 1 November 2005, Hikma did not issue any shares pursuant to an authority given by shareholders at an AGM to issue shares for cash on a non-pre-emptive basis, other than in respect of the placing undertaken on 17 January 2008. Powers of the Directors The powers of the Directors are determined by the Articles, the 2018 Code and other relevant UK legislation. The Articles give the Directors the power to appoint and remove Directors. The power to buy back, issue and allot shares contained in the Articles is subject to shareholder approval at each AGM. The Articles, which are available on the website, may only be amended by special resolution of the shareholders. Substantial shareholdings As at 31 December 2024, Hikma had been notiﬁed pursuant to sections 89A to 89L of the Financial Services and Markets Act 2000 and Rule 5 of the Disclosure and Transparency Rules of the UKLA of the following interests in the voting rights attaching to the share capital of Hikma: Name of shareholder Number of Shares Percentage held 1 Darhold Limited 2 60,000,000 27.04% Wellington Management Group LLP 11,556,882 5.21% BlackRock Group 10,003,617 4.51% 1. The percentages detailed relate to voting rights in the Company. Therefore, the Treasury Shares have been excluded from the denominator for this calculation 2. Said Darwazah, Mazen Darwazah and Ali Al-Husry, each being a Director and shareholder of Hikma, are shareholders and Non-Executive Directors of Darhold Limited. See page 132 for details of their interests in Darhold Limited Between 31 December 2024 and 25 February 2025, being the date at which this report is signed, no changes in substantial shareholdings were notiﬁed to Hikma. Annual General Meeting The AGM of Hikma will be held at Soﬁtel St James, 6 Waterloo Place, London SW1Y 4AN on Thursday 24 April 2025, starting at 11.30 am. The Notice convening the meeting is given in a separate document accompanying this document, and includes a commentary on the business of the AGM, explains how shareholders can take part and includes notes to help shareholders exercise their rights at the meeting. Hikma provides for the vote on each resolution to be by poll rather than by show of hands. This provides for greater transparency and allows the votes of all shareholders to be counted, including those cast by proxy. The level of proxies lodged for each resolution is projected onto a screen as each resolution is put to the meeting. A ‘vote withheld’ explanation is included in the Notice. Electronic communications Hikma’s preference is to communicate through Hikma’s website, rather than in paper form. Shareholders are encouraged to visit the website to access Hikma’s Annual Reports and half-year and ﬁnal results presentations. Shareholders who wish to receive paper communications can elect to do so using our shareholder portal ( www.hikmashares.com ) or through Hikma’s Registrar, MUFG Corporate Markets. 143 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Strategic report Corporate governance Statement of directors’ responsibilities in respect of the ﬁnancial statements The Directors are responsible for preparing the Annual Report and the ﬁnancial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year. Under that law the Directors have prepared the Group ﬁnancial statements in accordance with UK-adopted international accounting standards and the Company ﬁnancial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law). In preparing the Group ﬁnancial statements, the Directors have also elected to comply with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRSs as issued by IASB). Under company law, Directors must not approve the ﬁnancial statements unless they are satisﬁed that they give a true and fair view of the state of aﬀairs of the Group and Company and of the proﬁt or loss of the Group for that period. In preparing the ﬁnancial statements, the Directors are required to: – select suitable accounting policies and then apply them consistently; – state whether applicable UK-adopted international accounting standards and IFRSs issued by IASB have been followed for the Group ﬁnancial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company ﬁnancial statements, subject to any material departures disclosed and explained in the ﬁnancial statements; – make judgements and accounting estimates that are reasonable and prudent; and – prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are suﬃcient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the ﬁnancial position of the Group and Company and enable them to ensure that the ﬁnancial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of ﬁnancial statements may diﬀer from legislation in other jurisdictions. Directors’ conﬁrmations The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are listed in the Directors’ report conﬁrm that, to the best of their knowledge: – the Group ﬁnancial statements, which have been prepared in accordance with UK-adopted international accounting standards and IFRSs issued by IASB, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt of the Group; – the Company ﬁnancial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and ﬁnancial position of the Company; and – the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in oﬃce at the date the Directors’ report is approved: – so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware; and – they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information. The Directors’ report was approved by the Board of Directors and signed on its behalf by: Said Darwazah Executive Chairman 25 February 2025 Riad Mishlawi Chief Executive Oﬃcer 25 February 2025 Other statutory disclosures continued 144 Hikma Pharmaceuticals PLC | Annual Report 2024 Strategic report Financial statements 145 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance 148 Independent auditors’ report to the members of Hikma Pharmaceuticals PLC 156 Consolidated income statement 157 Consolidated statement of comprehensive income 158 Consolidated balance sheet 159 Consolidated statement of changes in equity 160 Consolidated cash ﬂow statement 161 Notes to the consolidated ﬁnancial statements 207 Company balance sheet 208 Company statement of changes in equity 209 Notes to the Company ﬁnancial statements Financial statements 146 Hikma Pharmaceuticals PLC | Annual Report 2024 147 Hikma Pharmaceuticals PLC | Annual Report 2024 Financial statements Corporate governance Strategic report Independent auditors’ report to the members of Hikma Pharmaceuticals PLC Report on the audit of the ﬁnancial statements Opinion In our opinion: – Hikma Pharmaceuticals PLC’s Group ﬁnancial statements and Company ﬁnancial statements (the “ﬁnancial statements”) give a true and fair view of the state of the Group’s and of the Company’s aﬀairs as at 31 December 2024 and of the Group’s proﬁt and the Group’s cash ﬂows for the year then ended; – the Group ﬁnancial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; – the Company ﬁnancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and – the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the ﬁnancial statements, included within the Annual Report, which comprise: the Consolidated and Company balance sheets as at 31 December 2024; the Consolidated income statement, the Consolidated statement of comprehensive income, the Consolidated cash ﬂow statement and the Consolidated and Company statements of changes in equity for the year then ended; and the notes to the ﬁnancial statements, comprising material accounting policy information and other explanatory information. Our opinion is consistent with our reporting to the Audit Committee. Separate opinion in relation to IFRSs as issued by the IASB As explained in note 2 to the ﬁnancial statements, the Group, in addition to applying UK-adopted international accounting standards, has also applied international ﬁnancial reporting standards (IFRSs) as issued by the International Accounting Standards Board (IASB). In our opinion, the Group ﬁnancial statements have been properly prepared in accordance with IFRSs as issued by the IASB. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the ﬁnancial statements section of our report. We believe that the audit evidence we have obtained is suﬃcient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the ﬁnancial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulﬁlled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in Note 7, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit. Our audit approach Overview Audit scope – Our audit included full scope audits of four components, an audit of speciﬁc ﬁnancial statement line items of one additional component and audit procedures performed centrally over certain speciﬁc material balances at locations around the Group and over central consolidation and adjustment entities. Full scope components account for 81% of revenue and in excess of 70% of core proﬁt before tax. Key audit matters – Valuation and accuracy of gross to net rebates and returns adjustments in the US (Group) – Determination of the recoverable amount of the Complex Respiratory and Generics Cash Generating Units (CGUs) (Group) – Recoverability of the carrying amounts in respect of investments in subsidiaries (Company) – Valuation of acquired intangible asset as part of the Xellia business combination (Group) Materiality – Overall Group materiality: $31 million (2023: $31 million) based on approximately 5% of core proﬁt before tax. – Overall Company materiality: $38 million (2023: $37.6 million) based on approximately 1% of total assets. – Performance materiality: $23 million (2023: $23.2 million) (Group) and $28.5 million (2023: $28.2 million) (Company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the ﬁnancial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most signiﬁcance in the audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) identiﬁed by the auditors, including those which had the greatest eﬀect on: the overall audit strategy; the allocation of resources in the audit; and directing the eﬀorts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identiﬁed by our audit. Valuation of acquired intangible asset as part of the Xellia business combination is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year. 148 Hikma Pharmaceuticals PLC | Annual Report 2024 Key audit matter How our audit addressed the key audit matter Valuation and accuracy of gross to net rebates and returns adjustments in the US (Group) Management is required to make estimates in respect of revenue recognition, speciﬁcally the level of returns and rebates to be realised against the Group’s revenue. The Group recorded signiﬁcant revenue deductions for the year ended 31 December 2024 and determined provisions for indirect customer rebates, indirect non-customer rebates and returns. In aggregate, these estimates are complex, material to the ﬁnancial statements and require signiﬁcant estimation by the directors to establish an appropriate provision and accordingly this was determined to be a key audit matter. Refer to the Audit Committee review of areas of signiﬁcant judgement, accounting policies (note 2), critical accounting judgements and key sources of estimation uncertainty (note 3), trade and other receivables (note 21) and other current liabilities (note 27) in the Group ﬁnancial statements. We considered the Group’s processes for making judgements in this area and performed the following procedures: – we assessed the revenue recognition policy and design and implementation of applicable controls in place around the rebates and returns process; – we tested returns, rebates payments and credit memos throughout the year by agreeing selected transactions back to the underlying source documentation including customer claims and settlement information; – we conﬁrmed channel inventory with major wholesalers or performed alternative procedures where conﬁrmations were not received; – we developed an independent expectation or tested management’s process for the largest elements of the provisions at 31 December 2024 using assumptions and inputs based on contracted prices and rebate terms, historical rebates, discounts, channel inventory levels, and invoices received and/or payments made, as applicable, subsequent to year-end to validate provisions. We compared this expectation to the actual provision recognised by the Group; and – we considered the historical accuracy of the Group’s estimates in previous years and the eﬀect of any adjustments to prior years’ provision in the current year’s results. Based on the procedures performed, we did not identify any material diﬀerences between our independent expectations and the provision recorded. We also evaluated the disclosures in note 2, note 3, note 21 and note 27 which we consider to be appropriate. Determination of the recoverable amount of the Complex Respiratory and Generics Cash Generating Units (CGUs) (Group) The Group has property, plant and equipment (“PPE”) of $1,278 million (2023: $1,096 million) and intangible assets of $1,156 million (2023: $1,100 million). Management conducted its annual impairment assessment process which included: – assessing whether indicators of impairment and/or impairment reversal existed in relation to PPE and intangible assets as at 31 December 2024, performed at the CGU level, being the lowest level at which largely independent cash inﬂows are generated; and – performing impairment testing for goodwill and indeﬁnite lived or unamortised assets at the CGU level or higher, as appropriate. The Generics CGU has a material amount of unamortised assets. Management performed a full impairment assessment on this CGU and did not identify any impairment or conclude it is sensitive to reasonably possible changes in key assumptions. Also, management concluded that the conditions that gave rise to the previous impairment had not reversed. In the current year, management conducted an impairment reversal assessment for the Complex Respiratory CGU given the improved performance and sustained changes in the conditions that gave rise to previous impairment in this CGU. An impairment reversal of approximately $60 million was recorded as a result, with approximately $44 million allocated to intangible assets and $16 million allocated to property, plant and equipment. The determination of the recoverable amount of a CGU requires the exercise of judgement and involves signiﬁcant estimation of certain key assumptions. The assessment of whether there has been a sustained improvement in the conditions that gave rise to a previous impairment, to support an impairment reversal, also involves a signiﬁcant degree of judgement and careful consideration. This includes, but is not limited to, consideration of actual performance in the year and management’s view of future cash ﬂow forecasts. These forecasts are based on management’s expectations of external factors such as market competition, likelihood of regulatory product approvals and changes to regulations in addition to management’s own intentions. These impact key assumptions like market share, pricing, revenue growth and proﬁt margins. Accordingly, the determination of the recoverable amount as part of the impairment / impairment reversal assessment of the Complex Respiratory and Generics CGUs was determined to be a key audit matter. Refer to the Audit Committee review of areas of signiﬁcant judgement, accounting policies (note 2), critical accounting judgements and key sources of estimation uncertainty (note 3), goodwill and other intangible assets (note 15) and property, plant and equipment (note 16) in the Group ﬁnancial statements. We performed the following audit procedures in order to evaluate the reasonableness of management’s impairment and impairment reversal assessment and its conclusions: – we reconciled the carrying values of the CGUs to underlying ﬁnancial records and understood the CGUs constituents; – we obtained management’s ﬁve-year business plan (5YBP), reconciled the cash ﬂows used in management’s assessments to this plan, and veriﬁed that the plan was approved by the Board; – we evaluated the current year performance of the respective CGUs against prior year forecasts, compared the previous 5YBP to the current year 5YBP and challenged management to understand the reasons for changes in the performance of both CGUs; – we analysed the changes to forecasts for key contributor products to assess whether these changes have a material impact on the recoverable amounts of the CGUs. In relation to the Complex Respiratory CGU, we have evaluated whether these changes represent “sustained change” under the requirements of IAS36 for impairment reversal. We also challenged management on the non-reversal of impairment in the Generics CGU and whether the conditions that gave rise to the historical impairment in this CGU had reversed; – we made enquiries of management including the commercial, regulatory and legal teams to further understand the key inputs and assumptions underpinning the forecasts for the overall CGU and in respect of key contributor products. We corroborated and challenged these key inputs and assumptions from these enquiries with available third party data (e.g. IQVIA market intelligence, analyst reports), by inspecting correspondence with the regulator and agreeing key information to contracts; and – we utilised our internal valuation experts to independently determine the reasonableness of management’s discount rate for these CGUs. Based on our procedures we consider management’s conclusions to be reasonable. We also evaluated the disclosures in note 2, note 3, note 15 and note 16 and consider these to be appropriate. 149 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance Strategic report Corporate governance Strategic report Financial statements Key audit matter How our audit addressed the key audit matter Valuation of acquired intangible asset as part of the Xellia business combination (Group) During the year, the Group completed the acquisition of Xellia Pharmaceuticals’ US ﬁnished dosage form (FDF) business, related assets and 100% of the issued share capital of Xellia Croatia (R&D centre) for total consideration of $202 million. This comprises a cash payment of $153 million, a contingent consideration of up to $50 million (subject to the achievement of certain regulatory and commercial milestones) minus working capital adjustment of $1 million. The acquisition has been accounted for as a business combination in accordance with IFRS 3 ‘Business Combinations’. IFRS 3 ‘Business Combinations’ requires assets and liabilities acquired in business combinations to be recognised at their fair value, with the diﬀerence between the consideration paid and the fair value of net assets acquired recognised as goodwill. A purchase price allocation exercise to value the net assets acquired has been performed by management assisted by an external expert. Product related intangible assets acquired were valued at $73 million. $53 million of this relates to one speciﬁc marketed asset. The valuation of the asset involves estimation in respect of key assumptions like future sales growth, margins and market share assumptions. Also, there is judgement involved in assessing whether synergies included in the valuation are buyer speciﬁc or whether they were available to other market participants. Refer to the Audit Committee review of areas of signiﬁcant judgement, accounting policies (note 2), Business combinations (note 34) in the Group ﬁnancial statements. We performed the following audit procedures in relation to the valuation of the acquired intangible: – obtained and reviewed the sale and purchase agreement (SPA) to gain an understanding of the key terms of the acquisition; – deployed our valuations experts and engaged with management and with management’s third-party experts to assess the methodology employed for calculating the fair value of the product related intangible asset and the appropriateness of the key assumptions used, including the discount rate assumption; – evaluated management’s treatment of synergies within the cash ﬂows to assess whether the cash ﬂows represented market participant assumptions; – challenged management’s key future cash ﬂow projections including, but not limited to, sales growth, margins, and market share by comparing to historical information and trends and third-party evidence in respect forecasted size of the market; and – veriﬁed that the fair value adjustment was consistent with the accounting standard requirements. Based on the evidence obtained, we did not identify any material issues with the valuation and considered the fair value of the acquired intangible asset to be appropriate. We also evaluated the disclosures in note 2 and note 34 and consider these to be appropriate. Recoverability of the carrying amounts in respect of investments in subsidiaries (Company) The investments in subsidiaries of $3,291 million (2023: $3,303 million) are held at cost less accumulated impairment in the Company balance sheet at 31 December 2024. An impairment charge of $12 million was recognised this year. Investments are tested for impairment if impairment indicators exist. If such indicators exist, the recoverable amounts of investments in subsidiaries are estimated in order to determine the extent of the impairment loss, if any. Any such impairment loss is recognised in the income statement. The impairment assessment was identiﬁed as a key audit matter due to the size of the underlying investment carrying values at 31 December 2024. Impairment indicators were identiﬁed in connection with certain investments in subsidiaries due to the carrying value of investments exceeding the net assets of the underlying subsidiaries. As a result, the recoverable amount of the investments was determined, being the higher of fair value less cost of disposal or the value in use, in order to determine the headroom over carrying values, if any. The determination of the recoverable amount requires the application of management judgement and involves estimation, particularly in determining the key assumptions to be applied in preparing cash ﬂow projections. Refer to accounting policies (note 2) and Investment in subsidiaries (note 3) in the Company ﬁnancial statements. We performed the following audit procedures in relation to the carrying amounts of investments in subsidiaries: – we evaluated management’s assessment of whether any indicators of impairment existed by comparing the carrying values of investments in subsidiaries with the net assets of the underlying subsidiaries at 31 December 2024; – for investments where the net assets were lower than the carrying values, we assessed the recoverable amounts by reference to the value in use of the investments compared to carrying values at 31 December 2024; – where applicable, we veriﬁed that the recoverable amounts of investments were consistent with the recoverable amounts of the related CGUs tested for goodwill impairment purposes, leveraging the work undertaken as part of the Group audit; and – we separately evaluated the diﬀerence between the carrying value of the Company’s investments in subsidiaries and the Group’s market capitalisation. Based on the procedures performed, we noted no material issues arising from our work. We also evaluated the disclosures in note 2 and note 3 and consider these to be appropriate. Independent auditors’ report to the members of Hikma Pharmaceuticals PLC continued 150 Hikma Pharmaceuticals PLC | Annual Report 2024 How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the ﬁnancial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. As at 31 December 2024, Hikma Pharmaceuticals PLC had 59 subsidiaries and one joint venture as part of the Group. These entities may operate solely in one segment but more commonly operate across two. Each component submits a Group reporting package to Hikma’s central accounting team including its income statement and balance sheet prepared under Group accounting policies which are in accordance with the accounting standards. As a consequence of implementing ISA (UK) 600 Revised in this year’s audit, we have reﬁned our process for identifying components. In selecting the components that are in scope this year and establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group engagement team, or component auditors in other PwC network ﬁrms operating under our instruction, to ensure that we had suﬃcient coverage from our audit work over each relevant line of the Group ﬁnancial statements. Where the work was performed by our component auditors, we determined the level of involvement we needed to have in their audit work in order to be able to conclude whether suﬃcient appropriate audit evidence had been obtained as a basis for our opinion on the Group ﬁnancial statements as a whole. We instructed component teams in the US, Jordan, Saudi Arabia and Algeria to audit reporting packages of certain entities in these territories and report to us the results of their work. Certain individual balances for the US were audited by our component team based in Jordan. We also engaged our component team in Portugal to perform an audit over speciﬁc balances. In addition to instructing and reviewing the reporting from our component audit teams, we conducted ﬁle reviews and participated in key meetings with local management both remotely and in person. We had regular dialogue with component teams throughout the year and performed site visits to the US, Jordan and Algeria. In addition to the work performed by our component teams, central audit procedures were performed by the Group engagement team in relation to speciﬁc material balances not covered by component auditors. The Group consolidation and related central consolidation and other adjustments, ﬁnancial statement disclosures and corporate functions were also audited by the Group engagement team. This included our work over central taxation adjustments, valuation of goodwill and intangible assets and major transactions. Taken together, audit work over the full scope components and central procedures performed covered approximately 81% of the Group’s revenue and in excess of 70% of the Group’s core proﬁt before tax. In addition to the audit procedures noted above, we also performed disaggregated analytical review procedures over certain of the Group’s smaller and lower risk components that were not directly included in our Group audit scope. We also performed a full scope audit of the Company to a separate Company standalone materiality. This provided the evidence we needed for our opinion on the consolidated ﬁnancial statements taken as a whole. The impact of climate risk on our audit As explained in the Sustainability Report, the Group is mindful of its impact on the environment and is focussed on ways to reduce climate related impacts. In planning and executing our audit we have considered the Group’s risk assessment process to identify and model the potential impact of climate change on the ﬁnancial statements and further engaged with our own sustainability experts. Based on this, we understand that the key impact to the Group could be a potential increase in input costs for energy intensive supplies such as active pharmaceutical ingredients and packaging materials due to carbon pricing. This would impact the ﬁnancial statement line items and estimates associated with future cash ﬂows since the impact of climate change is expected to become more notable in the medium to long term. The key areas impacted include recoverability of goodwill, intangible assets and deferred tax assets. We note that management’s assessment is that the impact on Hikma is currently not ﬁnancially material, nevertheless, we have continued to assess managements forecasts to ensure it reﬂects the impact of climate change and any climate change related commitments in the cash ﬂows particularly in the context of the Group’s target to reduce Scope 1 and 2 GHG emissions by 25% by 2030. We have not identiﬁed any matters as part of this work which contradict the disclosures in the Annual Report or lead to any material adjustments to the ﬁnancial statements. 151 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance Strategic report Corporate governance Strategic report Financial statements For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between $12 million and $28.5 million. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Speciﬁcally, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to $23 million (2023: $23.2 million) for the Group ﬁnancial statements and $28.5 million (2023: $28.2 million) for the Company ﬁnancial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the eﬀectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identiﬁed during our audit above $1.5 million (Group audit) (2023: $1.5 million) and $1.9 million (Company audit) (2023: $1.8 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Materiality The scope of our audit was inﬂuenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual ﬁnancial statement line items and disclosures and in evaluating the eﬀect of misstatements, both individually and in aggregate on the ﬁnancial statements as a whole. Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows: Financial statements – Group Financial statements – Company Overall materiality $31 million (2023: $31 million). $38 million (2023: $37.6 million). How we determined it Based on approximately 5% of core proﬁt before tax Based on approximately 1% of total assets Rationale for benchmark applied The Group’s principal measure of earnings is core results. Management believes that it reﬂects the underlying performance of the Group and is a meaningful measure of the Group’s performance to stakeholders. Total assets is used as the benchmark as the Company’s principal activity is to hold the Group’s investments and perform treasury functions on behalf of the Group. Conclusions relating to going concern Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included: – agreeing the underlying cash ﬂow projections to board approved forecasts, assessing how these forecasts are compiled, and assessing the accuracy of management’s forecasts; – evaluating the key assumptions within management’s forecasts; – considering liquidity and available ﬁnancial resources; – verifying the suspension of loan covenants due to maintaining an investment-grade rating by reviewing loan agreements, validating the credit rating with agencies and obtaining and reviewing the lender agreement; – assessing whether the severe but plausible downside scenario prepared by management appropriately considered the principal risks facing the business; – evaluating the feasibility of management’s mitigating actions in the severe but plausible downside scenario. Based on the work we have performed, we have not identiﬁed any material uncertainties relating to events or conditions that, individually or collectively, may cast signiﬁcant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least twelve months from when the ﬁnancial statements are authorised for issue. In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the ﬁnancial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the ﬁnancial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Independent auditors’ report to the members of Hikma Pharmaceuticals PLC continued 152 Hikma Pharmaceuticals PLC | Annual Report 2024 Reporting on other information The other information comprises all of the information in the Annual Report other than the ﬁnancial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the ﬁnancial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the ﬁnancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the ﬁnancial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the year ended 31 December 2024 is consistent with the ﬁnancial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ report. Directors’ Remuneration In our opinion, the part of the Annual report on remuneration to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code speciﬁed for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Corporate governance section is materially consistent with the ﬁnancial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: – The directors’ conﬁrmation that they have carried out a robust assessment of the emerging and principal risks; – The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; – The directors’ statement in the ﬁnancial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identiﬁcation of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the ﬁnancial statements; – The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period is appropriate; and – The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualiﬁcations or assumptions. Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the ﬁnancial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the ﬁnancial statements and our knowledge obtained during the audit: – The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy; – The section of the Annual Report that describes the review of eﬀectiveness of risk management and internal control systems; and – The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code speciﬁed under the Listing Rules for review by the auditors. 153 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance Strategic report Corporate governance Strategic report Financial statements Responsibilities for the ﬁnancial statements and the audit Responsibilities of the directors for the ﬁnancial statements As explained more fully in the Statement of directors’ responsibilities in respect of the ﬁnancial statements, the directors are responsible for the preparation of the ﬁnancial statements in accordance with the applicable framework and for being satisﬁed that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the ﬁnancial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the ﬁnancial statements Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the Group and industry, we identiﬁed that the principal risks of non-compliance with laws and regulations related to patent protection, product safety (including but not limited to the United States Food and Drug Administration regulations), competition and antitrust laws, pricing practices and legislation, and anti-bribery and corruption legislation (including but not limited to the Foreign Corrupt Practices Act), and we considered the extent to which non-compliance might have a material eﬀect on the ﬁnancial statements. We also considered those laws and regulations that have a direct impact on the ﬁnancial statements such as applicable tax legislation, the Companies Act 2006 and Listing Rules of the Financial Conduct Authority (FCA). We evaluated management’s incentives and opportunities for fraudulent manipulation of the ﬁnancial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate ﬁnancial results and management bias in accounting estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included: – making enquiries of management and the Group’s legal counsel, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; – assessment of matters reported on the Group’s whistleblowing hotline and results of management’s investigation of such matters; – challenging assumptions made by management in its signiﬁcant accounting estimates particularly in relation to the estimation of rebate and returns provisions and the determination of the recoverable amount of the Complex Respiratory and Generics CGUs (see related key audit matters above); and – identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non- compliance with laws and regulations that are not closely related to events and transactions reﬂected in the ﬁnancial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will oﬅen seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the ﬁnancial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Independent auditors’ report to the members of Hikma Pharmaceuticals PLC continued 154 Hikma Pharmaceuticals PLC | Annual Report 2024 Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: – we have not obtained all the information and explanations we require for our audit; or – adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or – certain disclosures of directors’ remuneration speciﬁed by law are not made; or – the Company ﬁnancial statements and the part of the Annual report on remuneration to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the members on 12 May 2016 to audit the ﬁnancial statements for the year ended 31 December 2016 and subsequent ﬁnancial periods. The period of total uninterrupted engagement is nine years, covering the years ended 31 December 2016 to 31 December 2024. Other matter The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these ﬁnancial statements in an annual ﬁnancial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and ﬁled on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual ﬁnancial report has been prepared in accordance with those requirements. Nigel Comello (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 25 February 2025 155 Hikma Pharmaceuticals PLC | Annual Report 2024 Corporate governance Strategic report Corporate governance Strategic report Financial statements 156 Hikma Pharmaceuticals PLC | Annual Report 2024 Consolidated income statement For the year ended 31 December 2024 2024 Core results 2024 Exceptional items and other adjustments (Note 6) 2024 Reported results 2023 Core results 2023 Exceptional items and other adjustments (Note 6) 2023 Reported results Note $m $m $m $m $m $m Revenue 4 3,156 (29) 3,127 2,875 – 2,875 Cost of sales (1,708) (4) (1,712) (1,468) (17) (1,485) Gross profit/(loss) 1,448 (33) 1,415 1,407 (17) 1,390 Selling, general and administrative expenses (568) (103) (671) (544) (223) (767) Impairment loss on financial assets, net (2) – (2) (3) (29) (32) Research and development expenses (141) – (141) (149) – (149) Other operating expenses 9 (21) (31) (52) (9) (71) (80) Other operating income 9 3 60 63 5 – 5 Total operating expenses (729) (74) (803) (700) (323) (1,023) Operating profit/(loss) 5 719 (107) 612 707 (340) 367 Finance income 10 8 – 8 7 – 7 Finance expense 11 (93) (74) (167) (90) (5) (95) Gain from investment at fair value through profit or loss (FVTPL) 1 – 1 2 – 2 Group's share of profit of joint venture 18 1 – 1 – – – Profit/(loss) before tax 636 (181) 455 626 (345) 281 Tax 12 (138) 45 (93) (131) 42 (89) Profit/(loss) for the year 498 (136) 362 495 (303) 192 Attributable to: Non-controlling interests 3 – 3 3 (1) 2 Equity holders of the parent 495 (136) 359 492 (302) 190 Earnings per share (cents) Basic 14 224 162 223 86 Diluted 14 221 161 221 85 Hikma Pharmaceuticals PLC | Annual Report 2024 157 Consolidated statement of comprehensive income For the year ended 31 December 2024 2024 Core results 2024 Exceptional items and other adjustments (Note 6) 2024 Reported results 2023 Core results 2023 Exceptional items and other adjustments (Note 6) 2023 Reported results Note $m $m $m $m $m $m Profit/(loss) for the year 498 (136) 362 495 (303) 192 Other comprehensive income/(expense) Items that may subsequently be reclassified to the consolidated income statement: Currency translation and hyperinflation movement (55) – (55) (3) – (3) Deferred tax on currency translation – – – 1 – 1 Items that will not subsequently be reclassified to the consolidated income statement: Change in investments at fair value through other comprehensive income (FVTOCI) 19 (6) – (6) (13) – (13) Remeasurement of post-employment benefit obligations 26 (1) – (1) – – – Total other comprehensive expense for the year (62) – (62) (15) – (15) Total comprehensive income/(expense) for the year 436 (136) 300 480 (303) 177 Attributable to: Non-controlling interests 3 – 3 2 – 2 Equity holders of the parent 433 (136) 297 478 (303) 175 436 (136) 300 480 (303) 177 Strategic report Corporate governance Financial statements 158 Hikma Pharmaceuticals PLC | Annual Report 2024 Consolidated balance sheet At 31 December 2024 2024 2023 Note $m $m Non-current assets Goodwill 15 382 388 Other intangible assets 15 774 712 Property, plant and equipment 16 1,278 1,096 Right-of-use assets 17 48 45 Investment in joint venture 18 11 10 Deferred tax assets 12 293 226 Financial and other non-current assets 19 84 103 2,870 2,580 Current assets Inventories 20 986 891 Income tax recoverable 24 49 Trade and other receivables 21 949 824 Cash and cash equivalents 22 188 205 Other current assets 23 116 120 Assets classified as held for sale – 11 2,263 2,100 Total assets 5,133 4,680 Current liabilities Short-term financial debts 24 642 150 Lease liabilities 17 11 11 Trade and other payables 25 650 568 Income tax payable 78 74 Provisions 26 122 152 Other current liabilities 27 475 384 1,978 1,339 Net current assets 285 761 Non-current liabilities Long-term financial debts 28 607 975 Lease liabilities 17 46 55 Deferred tax liabilities 12 18 25 Provisions 26 36 7 Other non-current liabilities 30 127 70 834 1,132 Total liabilities 2,812 2,471 Net assets 2,321 2,209 Equity Share capital 31 40 40 Share premium 282 282 Other reserves (374) (282) Retained earnings 2,362 2,158 Equity attributable to equity holders of the parent 2,310 2,198 Non-controlling interests 11 11 Total equity 2,321 2,209 The consolidated financial statements of Hikma Pharmaceuticals PLC, registered number 5557934, on pages 156 to 206 were approved by the Board of Directors on 25 February 2025 and signed on its behalf by: Said Darwazah Executive Chairman 25 February 2025 Riad Mishlawi Chief Executive Officer Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 159 Consolidated statement of changes in equity For the year ended 31 December 2024 Other reserves Translation reserve related to assets classified as held for distribution Share capital (Note 31) Share premium Merger and revaluation reserves Translation reserve Capital redemption reserve Employee benefit trust (EBT) reserve (Note 31) Total other reserves Retained earnings Equity attributable to equity holders of the parent Non- controlling interests Total equity Note $m $m $m $m $m $m $m $m $m $m $m $m Balance at 1 January 2023 40 282 35 (302) 2 – (265) (14) 2,092 2,135 13 2,148 Profit for the year – – – – – – – – 190 190 2 192 Change in investments at fair value through other comprehensive income (FVTOCI) 19 – – – – – – – – (13) (13) – (13) Currency translation and hyperinflation movement – – – (3) – – (3) – – (3) – (3) Deferred tax on currency translation – – – – – – – – 1 1 – 1 Total comprehensive income for the year – – – (3) – – (3) – 178 175 2 177 Cost of equity-settled employee share scheme 36 – – – – – – – – 25 25 – 25 Dividends paid 13 – – – – – – – – (137) (137) (4) (141) Other comprehensive income accumulated in equity related to assets classified as held for distribution – – – (14) – – (14) 14 – – – – Balance at 31 December 2023 and 1 January 2024 40 282 35 (319) 2 – (282) – 2,158 2,198 11 2,209 Profit for the year – – – – – – – – 359 359 3 362 Change in investments at fair value through other comprehensive income (FVTOCI) 19 – – – – – – – – (6) (6) – (6) Remeasurement of post-employment benefit obligations 26 – – – – – – – – (1) (1) – (1) Currency translation and hyperinflation movement – – – (55) – – (55) – – (55) – (55) Total comprehensive income for the year – – – (55) – – (55) – 352 297 3 300 Cost of equity-settled employee share scheme 36 – – – – – – – – 27 27 – 27 Deferred tax on equity-settled employee share scheme – – – – – – – – 1 1 – 1 Purchase of shares held in employee benefit trust (EBT) (38) (38) – (38) – (38) Exercise of equity- settled employee share scheme – – – – – 1 1 – (1) – – – Dividends paid 13 – – – – – – – – (175) (175) (3) (178) Balance at 31 December 2024 40 282 35 (374) 2 (37) (374) – 2,362 2,310 11 2,321 160 Hikma Pharmaceuticals PLC | Annual Report 2024 Consolidated cash flow statement For the year ended 31 December 2024 2024 2023 Note $m $m Cash flow from operating activities Cash generated from operations 32 689 737 Income taxes paid (125) (131) Income taxes received – 2 Net cash inflow from operating activities 564 608 Cash flow from investing activities Purchase of property, plant and equipment (165) (169) Proceeds from disposal of property, plant and equipment – 18 Purchase of intangible assets (70) (35) Additions to investments at FVTOCI (2) (27) Proceeds from sale of investment at FVTOCI – 1 Acquisition of businesses, net of cash acquired 34 (150) (98) Cash receipt related to assets held for sale 10 – Advance payment related to non-financial assets – (23) Payments of contingent consideration liability (12) (7) Interest income received 8 7 Net cash outflow from investing activities (381) (333) Cash flow from financing activities Proceeds from issue of long-term financial debts 684 778 Repayment of long-term financial debts (536) (841) Proceeds from short-term financial debts 387 437 Repayment of short-term financial debts (411) (467) Repayment of lease liabilities (21) (10) Dividends paid 13 (175) (137) Distributions to non-controlling interests (3) (4) Interest and bank charges paid (84) (82) Purchase of shares held in employee benefit trust (EBT) (38) – Decrease (increase) in restricted cash 19 10 (10) Payments of co-development and earnout payment agreement (1) (1) Net cash outflow from financing activities (188) (337) Net decrease in cash and cash equivalents (5) (62) Cash and cash equivalents at beginning of year 205 270 Foreign exchange translation movements (12) (3) Cash and cash equivalents at end of year 22 188 205 Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 161 Notes to the consolidated financial statements 1. Adoption of new and revised standards The following amendments to accounting standards have been issued and are effective for annual periods beginning on 1 January 2024. IFRS 16 (Amendments) Lease Liability in a Sale and Leaseback IAS 1 (Amendments) Classification of Liabilities as Current or Non-Current IAS 1 (Amendments) Non-current Liabilities with Covenants IAS 7 and IFRS 7 Supplier Finance (Amendments) Arrangements These amendments had no significant impact on the consolidated financial statements but may impact the accounting for future transactions and arrangements. The following new accounting standards and amendments to accounting standards that had been issued but were not mandatory for annual reporting periods ending on 31 December 2024 were not adopted early. IAS 21 (Amendments) Lack of Exchangeability Effective 1 January 2025 IFRS 9 and IFRS 7 Classification and Measurement of (Amendments) Financial Instruments Effective 1 January 2026 IFRS 9 and IFRS 7 Contracts referencing Nature-dependent (Amendments) Electricity Effective 1 January 2026 IFRS 19 (Standard) Subsidiaries without Public Effective 1 January 2027 Accountability: Disclosures IFRS 18 (Standard) Presentation and Disclosure in Financial Effective 1 January 2027 Statements Annual Improvements to – IFRS 1 First-time Adoption of IFRS Accounting International Financial Reporting Standards—Volume 11 Standards Effective 1 January 2026 – IFRS 7 Financial Instruments: Disclosures – Guidance on implementing IFRS 7 Financial Instruments: Disclosures – IFRS 9 Financial Instruments – IFRS 10 Consolidated Financial Statements – IAS 7 Statement of Cash Flows The Group is currently assessing the implications of applying the new standards and amendments on the Group’s consolidated financial statements. 2. Accounting policies General information Hikma Pharmaceuticals PLC is a public limited liability company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is stated on page 215. The Group’s principal activities are the development, manufacture and commercialisation of a broad range of generic, specialty and branded pharmaceutical products across a range of dosage forms. Basis of preparation Hikma Pharmaceuticals PLC’s consolidated financial statements have been prepared in accordance with: i. UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. ii. International Financial Reporting Standards as issued by the International Accounting Standards Board (”IFRS Accounting Standards”). The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation to fair value of certain financial assets and liabilities. The accounting policies included in this note have been applied consistently other than where new policies have been adopted. The presentational currency of the Group’s consolidated financial statements is the US dollar, as the majority of the Group’s business is conducted in US dollars. Going concern The Directors believe that the Group is well diversified due to its geographic spread, product diversity and large customer and supplier base. Taking into account the Group’s current position and its principal risks for a period longer than 12 months from the date of signing the consolidated financial statements, a going concern analysis has been prepared using realistic scenarios, applying a severe but plausible downside which demonstrates that the Group would maintain sufficient liquidity headroom. Therefore, the Directors believe that the Group and its subsidiaries are adequately placed to manage their business and financing risks successfully, despite the current uncertain economic outlook. Having assessed the principal risks, the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements. (see page 87). Covenants on major financial debt arrangements are suspended while the Group retains its investment grade status from two rating agencies. As of 31 December 2024, the Group’s investment grade rating was affirmed by S&P and Fitch. Basis of consolidation The consolidated financial statements incorporate the results of Hikma Pharmaceuticals PLC (the Company) and entities controlled by the Company (together, the Group). All subsidiaries and the Company’s financial statements are consolidated up to 31 December each year. Business combinations The acquisition of subsidiaries is accounted for using the acquisition method. All identifiable assets, liabilities and contingent liabilities acquired are measured at fair value on the acquisition date. All acquisition-related costs are recognised in the consolidated income statement as incurred. The consideration is measured at the aggregate fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, at the acquisition date. Where applicable, this consideration may include the fair value of assets or liabilities resulting from a contingent consideration arrangement. Contingent consideration classified as an asset or liability is a financial instrument and, within the scope of IFRS 9 ‘Financial Instruments’, is measured at fair value, with changes in fair value recognised in the consolidated income statement in line with IFRS 9. 162 Hikma Pharmaceuticals PLC | Annual Report 2024 2. Accounting policies continued Notes to the consolidated financial statements continued Subsequent changes to those fair values can only affect the measurement of goodwill, where they occur during the ‘measurement period’ and are as a result of additional information becoming available about facts and circumstances that existed at the acquisition date. All other changes are dealt with in accordance with relevant IFRS Accounting Standards. This will usually mean that changes in the fair value of consideration are recognised in the consolidated income statement. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the aggregate of consideration, non-controlling interest and any fair value of previously held equity interest over the fair values of the identifiable net assets acquired. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and acquired contingent liabilities exceeds the cost of the consideration, the gain is recognised immediately in the consolidated income statement. The non-controlling interest in the acquiree is initially measured at the non-controlling interest’s proportion of the net fair value of the assets, liabilities and acquired contingent liabilities recognised. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year. Revenue recognition Revenue is recognised in the consolidated income statement when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The point at which control passes is determined by each customer arrangement, but generally occurs on delivery to the customer. The Group has generally concluded that it acts as principal in its revenue arrangements because it typically controls the goods before the transfer to the customer. The Group manufactures certain medicines on behalf of customers. In most cases, control is transferred to the customer over time, as these medicines have no alternative use, and the Group has an enforceable right to payment for performance completed to date. For the majority of these arrangements, progress towards satisfying the Group’s performance obligations is measured based on the units of product approved by the quality control department. Revenue represents the amounts receivable after the deduction of discounts, value added tax, other sales taxes, allowances given, provisions for chargebacks, accruals for estimated future rebates, returns and price adjustments. The methodology and assumptions used to estimate rebates and returns are monitored and adjusted regularly in light of contractual and historical information. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for time value of money. Variable consideration The ultimate net selling price is calculated using variable consideration estimates for certain gross to net adjustments. Chargebacks In the US, the Group sells its products directly to wholesale distributors, generic distributors, retail pharmacy chains and mail-order pharmacies. The Group also sells its products indirectly to independent pharmacies, managed care organisations, hospitals, and group purchasing organisations, collectively referred to as ‘indirect customers’. The Group enters into agreements with its indirect customers to establish pricing for certain products. The indirect customers then independently select a wholesaler from which they purchase the products at agreed- upon prices. The Group will provide credit to the wholesaler for the difference between the agreed-upon price with the indirect customer and the wholesaler’s invoice price. This credit is called a chargeback. The provision for chargebacks is based on historical sell-through levels by the Group’s wholesale customers to the indirect customers, and estimated wholesaler inventory levels. As sales are made to large wholesale customers, the Group continually monitors the provision for chargebacks and makes adjustments when it believes that actual chargebacks may differ from estimated reserves. Returns The Group has a product return policy that allows customers to return the product within a specified period prior to and subsequent to the expiration date. Provisions for returns are recognised as a reduction of revenue in the period in which the underlying sales are recognised. The Group estimates its provision for returns based on historical experience, representing management’s best estimate. While such experience has enabled reasonable estimations in the past, history may not always be an accurate indicator of future returns. The Group continually monitors the provisions for returns and makes adjustments when it believes that actual product returns may differ from established reserves (see Note 27 for return sensitivity analysis). Rebates In the US, rebates are granted to wholesaler distributors and direct customers. Rebates are also granted to healthcare authorities and certain indirect customers under contractual arrangements. Products sold in the US are covered by various programmes (such as Medicaid) under which products are sold at a discount. The Group estimates its provision for rebates based on current contractual terms and conditions as well as historical experience, changes to business practices and credit terms. While such experience has enabled reasonable estimations in the past, history may not always be an accurate indicator of future rebate liabilities. The Group continually monitors the provisions for rebates and makes adjustments when it believes that actual rebates may differ from established reserves. (see Notes 21 and 27 for rebates sensitivity analysis). Performance obligation Free goods Free goods are issued to certain customers as an alternative to discounts. These free goods give rise to a separate performance obligation, which requires management to allocate the transaction price to the original goods and the related free goods. Revenue for free goods is recognised when they are transferred to the customer and a contract liability is recognised when the free goods are due but not yet transferred to the customer. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 163 2. Accounting policies continued Contract manufacturing services Contract manufacturing services that include commitments by the Group to make facility space and equipment available may be deemed to include lease components which are evaluated under IFRS 16 “Leases”. For arrangements that contain both lease and non-lease components, consideration in the contract is allocated on a relative standalone selling- price basis. Revenue for these components is recognised when the related obligations are satisfied, while contract liabilities and deferred lease income are recognised for the due unsatisfied obligations. Share-based payments (Note 36) At the Company’s discretion and subject to the achievement of Group and personal performance criteria in the prior year, employees (including Executive Directors) of the Group receive restricted share- based awards, whereby employees render their services in exchange for shares or rights over shares (equity-settled transactions). Additionally, a share-based award was introduced to Executive Directors under the 2023 Remuneration Policy, which represents a performance share plan with performance measured over certain non-market and market conditions in future years. The cost of share-based payment transactions with employees for restricted awards is measured based on the fair value at the grant date. Fair value is determined using the share price at the grant date, discounted for dividends, except for awards granted to Executive Directors, where no adjustment is made since participants receive dividends during the vesting period in the form of additional shares. The cost of these share-based payments is recognised on a straight-line basis over the performance year and the vesting period, with a corresponding increase in equity. The cost of share-based payments’ transactions with Executive Directors for the performance awards is measured by reference to the fair value at the date at which the share-based payments are granted. Fair value is determined based on Monte Carlo methodology for the market condition portion. For non-market conditions, fair value is determined based on the share price at the date of the grant, no discounting for dividend yield is applied as participants will receive the benefit of dividends paid during the vesting period in the form of additional shares. The cost is recognised, together with a corresponding increase in equity, on a straight-line basis over the vesting period after the grant date. The Group revises its estimate of the number of equity instruments expected to vest, and the impact of the revision on the original estimates (except for the portion related to a market vesting condition). The impact, if any, is recognised in the consolidated income statement, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. The dilutive effect of outstanding share-based payments is reflected in the computation of diluted earnings per share. The Group provides funding to the employee benefit trust (EBT) to acquire Company shares, fulfilling its obligation to deliver shares when employees exercise their awards. Shares held by the EBT are deducted from other reserves, with a corresponding transfer to retained earnings upon their delivery to satisfy exercise of share awards. Taxes (Note 12) The Group provides for income tax according to the laws and regulations prevailing in the countries where the Group operates. Furthermore, the Group computes and records deferred tax assets and liabilities according to IAS 12 ‘Income Taxes’. The tax expense represents the sum of the current tax in the current period and deferred tax. Current Income Tax Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities within one year. The current tax incurred in the period is based on taxable profit for the year and prior year movement accounted for in the current year. Taxable profit differs from net profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s tax incurred is calculated using tax rates that have been enacted or substantively enacted by the consolidated balance sheet date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the consolidated balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences will reverse. To the extent the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and at the time of the transaction does not give rise to equal taxable and deductible temporary differences, no deferred tax is provided. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt within equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The carrying amount of deferred tax assets is reviewed at each consolidated balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Mandatory temporary exception The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. Uncertain tax position In line with IFRIC 23, if it is considered probable that a tax authority will accept an uncertain tax treatment, the tax charge should be calculated on that basis. If it is not considered probable, the effect of the uncertainty should be estimated and reflected in the tax charge. In assessing the uncertainty, it is assumed that the tax authority will have full knowledge of all information related to the matter. 164 Hikma Pharmaceuticals PLC | Annual Report 2024 2. Accounting policies continued Notes to the consolidated financial statements continued Exceptional items and other adjustments (Note 6) We use a number of non-IFRS measures to report and monitor the performance of our business. Management uses these adjusted numbers internally to measure our progress and for setting performance targets. We also present these numbers, alongside our reported results, to external audiences to help them understand the underlying performance of our business. Our adjusted numbers may be calculated differently to other companies. Adjusted measures are not substitutable for IFRS numbers and should not be considered superior to results presented in accordance with IFRS Accounting Standards. Core results Reported results represent the Group’s overall performance. However, these results can include one-off or non-cash items that mask the underlying performance of the Group. To provide a more complete picture of the Group’s performance and to improve comparability of our consolidated financial statements to external audiences, alongside our reported results, we provide core results, which are a non-IFRS measure. We represent and discuss our Group and segmental financials reconciled between reported and core results. This presentation allows for full visibility and transparency of our financials so that shareholders are able to clearly assess the performance factors of the Group. Core results mainly exclude: – Amortisation of intangible assets other than software – Impairment charge/reversal of intangible assets and property, plant and equipment – Finance income and expense resulting from remeasurement and unwinding of contingent consideration and co-development earnout payment agreement financial liabilities – Items which management believes to be exceptional in nature by virtue of their size or incidence, or have a distortive effect on current year earnings, including but not limited to costs associated with business combinations, one-off gains and losses on disposal of businesses, legal expenses, reorganisation costs and any exceptional items related to tax such as significant tax benefit/expense associated with previously unrecognised deferred tax assets/liabilities Our core results exclude the exceptional items and other adjustments set out in Note 6. Intangible assets (Note 15) Intangible assets are measured at cost, less any accumulated amortisation and impairment losses. Intangible assets, other than goodwill, are amortised on a straight-line basis and the expense is recognised in the selling, general and administrative expenses. Judgement is used to assess the degree of certainty attached to the flow of future economic benefits that are attributable to the use of the asset on the basis of the evidence available at the time of initial recognition, giving greater weight to external evidence. Expenditures on research and development activities are charged to the consolidated income statement, except only when the criteria for recognising an internally generated intangible asset is met, which is usually when approval from the relevant regulatory authority is considered probable. Also, the Group engages with third-party research and development companies to develop products on its behalf. Substantial payments made to such third parties to fund research and development efforts are recognised as intangible assets if the capitalisation criteria for an intangible asset are met, typically when licences are acquired and certain milestones are met. All other expenditures are charged to the consolidated income statement. Principal intangible assets are: (a) Goodwill (b) Product-related intangibles: (i) Product files and in-licensed products recognised through acquisitions and partnerships are amortised over their useful economic lives once the asset is ready for use (ii) In-process product files recognised on acquisition are amortised over the useful economic life once the asset is ready for use (c) Purchased software: is amortised over the useful economic life when the asset is ready for use Other identified intangibles are: (d) Customer relationships: represent the value attributed to the long- term relationships held with existing customers that the Group acquired on business combinations. Customer relationships are amortised over their useful economic lives (e) Trade names: are amortised over their useful lives from the date of acquisition (f) Marketing rights: are amortised over their useful lives commencing in the year in which the rights first generate sales Details of the intangible assets useful lives are included in Note 15. Property, plant and equipment (Note 16) Property, plant and equipment are stated at cost on acquisition and are depreciated on a straight-line basis except for land. The normal expected useful lives of the major categories of Property, plant and equipment are: Buildings 20 to 50 years Machinery and equipment 3 to 20 years Vehicles, fixtures and equipment 3 to 13 years A unit of production method of depreciation is applied to operations in their start-up phase, as this reflects the expected pattern of consumption of the future economic benefits embodied in the assets. When these assets are fully utilised, a straight-line method of depreciation is applied. Projects under construction are carried at cost, less any recognised impairment loss. Depreciation of these assets, on the same basis as other property, plant and equipment assets, commences when the assets are ready for their intended use. Any additional costs that extend the useful life of property, plant and equipment are capitalised. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 165 2. Accounting policies continued Impairment of intangible assets and property, plant and equipment At the same time each year, the Group carries out an impairment review for goodwill and intangible assets that are not yet ready for use as follows: (a) Goodwill is allocated to cash-generating units (CGUs). These CGUs are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in subsequent periods (b) Intangible assets that are not yet ready for use are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired Where applicable, the Group carries forward and uses the most recent detailed calculation of a cash-generating unit’s recoverable amount made in a preceding period, provided all of the following criteria are met: – The assets and liabilities making up the unit have not changed significantly since the last recoverable amount calculation – The prior calculation indicated that the recoverable amount exceeded the carrying amount of the unit by a substantial margin, reflecting significant headroom – An analysis of events and changes in circumstances since the last calculation indicates that the likelihood of the current recoverable amount being lower than the carrying amount is remote The Group also reviews the carrying amounts of property, plant and equipment and intangible assets that are subject to depreciation and amortisation to determine whether there is any indication that those assets are impaired. If such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). If the recoverable amount of an asset (or CGU) is lower than its carrying amount, the asset (or CGU) is written down to its recoverable amount. The resulting impairment loss is recognised immediately in the consolidated income statement. When an impairment loss for the asset, other than goodwill, subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount. However, the increased carrying amount should not exceed the carrying amount that would have been determined had there been no impairment in prior years. A reversal of an impairment loss is recognised immediately in the consolidated income statement. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs of disposal and its value in use. Leases (Note 17) In accordance with IFRS 16, the Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets: – Right-of-use assets: The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain of obtaining ownership of a leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term – Lease liabilities: at the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments, less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option, payments for optional extension periods and payments of penalties for terminating a lease when these options are reasonably certain to be exercised by the Group. The discount rate used to calculate the lease liabilities is the incremental borrowing rate (IBR). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit profile) – Short-term leases and leases of low-value assets: the Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (below $5,000). Lease payments on short- term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term Inventories (Note 20) Inventories are stated at the lower of cost and net realisable value. Purchased products are stated at acquisition costs including all additional attributable costs incurred in bringing each product to its present location and condition. The costs of own-manufactured products comprise direct materials and, where applicable, direct labour costs and any overheads that have been incurred in bringing the inventories to their present location and condition. In the consolidated balance sheet, inventory is primarily valued at historical cost determined on a moving average basis, and this value is used to determine the cost of sales in the consolidated income statement. Provisions (Note 26) Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligations and a reliable estimate can be made of the amount of the obligation. Financial instruments Financial assets and financial liabilities are recognised on the Group’s consolidated balance sheet when the Group becomes a party to the contractual provisions of the instrument. 166 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 2. Accounting policies continued Financial assets The Group classifies its financial assets in the following measurement categories: (i) Financial assets at FVTPL (Note 23) Include listed shares, debt instruments and investment portfolios held by the Group that are traded in an active market and are designated as being measured at fair value through profit or loss. Gains and losses arising from changes in fair value are recognised in the consolidated income statement (ii) Financial assets at FVTOCI (Note 19) The Group irrevocably chooses to designate certain investments as financial assets at FVTOCI as they are mainly venture capital investments and are not held for trading. Investments in unlisted shares are measured using a level 3 fair value which is based on cost and adjusted as necessary for impairment and revaluations with reference to relevant available information and recent financing rounds. For investments in listed shares, fair value is readily determinable under level 1 valuation. (see Note 29) (iii) Financial assets at amortised cost Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘financial assets at amortised cost’. For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit loss. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit losses at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Financial liabilities Financial liabilities are classified as either financial liabilities at FVTPL or financial debts at amortised cost, representing loans and borrowings. The classification depends on the nature and purpose of the financial liabilities and is determined at the time of initial recognition. (i) Financial liabilities at FVTPL (Notes 27 and 30) Financial liabilities at FVTPL comprise contingent consideration arising from business combinations in the form of contractual liabilities to make milestone payments that are dependent on the achievement of certain regulatory approvals; and payments based on future sales of certain products. These financial liabilities are recorded under other current liabilities and other non-current liabilities in the consolidated balance sheet. (ii) Financial debts Financial debts are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost using the effective interest method. Cash dividend The Company recognises a liability to pay a dividend when the distribution is authorised and no longer at the discretion of the Company. In accordance with the laws of the United Kingdom, a final dividend is recognised when it is approved by the majority of shareholders and an interim dividend is recognised when it is paid. 3. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, which are described in Note 2, the Directors are required to make judgements and estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The Group’s Directors believe that the following accounting policies that involve Directors’ judgements and estimates are the most critical and might result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Revenue recognition estimate (Notes 4 and 5) The Group’s revenue recognition policies require Directors to make estimates of the net selling price, which is complicated due to chargebacks, product returns and rebates, which together are considered to be a critical estimate that might result in a material adjustment. These arrangements vary by product arrangement and buying group. Refer to Notes 21 and 27 for sensitivity analysis. Chargebacks Critical estimates The key inputs and assumptions included in calculating this provision are estimations of ‘in channel’ inventory at the wholesalers (including processing lag), estimated chargeback rates as informed by average historical chargeback credits adjusted for expected chargeback levels for new products, changes to pricing and estimated future sales trends (including customer mix). Refer to Note 21 for sensitivity analysis. Returns Critical estimates The key assumptions included in calculating this provision are estimations of the product shelf life, returns rate for revenue subject to returns, as informed by both historical return rates and consideration of specific factors like product dating and expiration, new product launches, entrance of new competitors and changes to contractual terms. Refer to Note 27 for sensitivity analysis. Rebates Critical estimates The key inputs and assumptions included in estimating this provision are the historical relationship between contractual rebate payments to revenue, past payment experience, changes to pricing and sales levels, estimation of ‘in channel’ inventory at the wholesalers and retail pharmacies and estimated future sales trends (including customer mix). Refer to Notes 21 and 27 for sensitivity analysis. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 167 3. Critical accounting judgements and key sources of estimation uncertainty continued Intangible assets – impairment testing (Note 15) Critical judgement – Determining whether an impairment indication has occurred for individual intangible assets or group of assets. In such case, the Group assesses the qualitative factors to determine whether it is more likely than not that the recoverable value of the intangible asset or group of assets is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative impairment test – For previously impaired assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. if such indication exists, the Group estimates the asset’s or CGU’s recoverable amount Critical estimates – Estimating revenue and cash flow forecasts (including market size, estimated expected market share, number of competitors and net selling prices) – Estimating a discount rate and specific risk premiums – Estimating an appropriate growth rate beyond the forecast period – Estimating the expected economic useful life As a result of the annual impairment trigger assessment and impairment testing for intangible assets, an impairment reversal of $44 million and an impairment charge of $22 million have been identified in relation to intangible assets (Notes 6 and 15). Taxation (Note 12) Tax and transfer pricing audit risk Critical judgement In common with most international organisations, the Group is subject to tax and transfer pricing audits from tax authorities from time to time. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made, management provides for its best estimate of the liability in line with IFRIC 23 principles. These estimates take into account the specific circumstances of each dispute and relevant external advice, and are inherently judgemental in nature and could change substantially over time as new facts emerge and each dispute progresses. The Group regularly takes professional advice to ensure the risks are appropriately analysed and managed with any ultimate potential liability being adequately provided, and continues to invest in its financial systems to improve the quality of the Group’s financial data which reduces the risk of an adverse tax authority audit. As at 31 December 2024, the Group’s uncertain tax positions, excluding advanced payments, amounted to $54 million (2023: $59 million) (Note 12). While it is not practical to provide a sensitivity analysis due to the number of uncertain tax positions held and the number of jurisdictions to which these relate, the Group reviews material uncertain tax positions on an individual basis and believes that it has accounted for an adequate provision for the liabilities likely to arise from open assessments and audits and continues to re-evaluate existing uncertain positions to determine if a change in facts and circumstances has occurred that would make it necessary to adjust. Contingent liabilities Critical judgement The promotion, marketing and sale of pharmaceutical products and medical devices are highly regulated and the operations of market participants, such as the Group, are closely supervised by regulatory authorities and law enforcement agencies, including the FDA and the US Department of Justice. As a result, the Group is subject to certain investigations by governmental agencies, as well as other various legal proceedings considered typical to its business relating to employment, product liability and commercial disputes which may result in a possible obligation depending on whether some uncertain future event occurs in relation to legal proceedings and/or governmental agencies’ investigations. It is the Group’s policy to provide for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. A contingent liability is not provided for but is disclosed in Note 35 if: – payment is not probable where the Group denies having engaged in conduct that would give rise to liability with respect to these lawsuits and is vigorously pursuing defence of legal proceedings, or – it is a present obligation but the amount cannot be measured reliably 168 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 4. Revenue Business and geographical markets The following tables provide an analysis of the Group’s reported revenue by segment and geographical market, irrespective of the origin of the goods/services: Injectables Generics Branded Others Total Y ear ended 31 December 202 4 $m $m $m $m $m North America 877 1,026 – 8 1,911 Middle East and North Africa 214 – 759 12 985 Europe and rest of the world 202 – 10 6 218 United Kingdom 13 – – – 13 1,306 1,026 769 26 3,127 Injectables Generics Branded Others Total Year ended 31 December 2023 $m $m $m $m $m North America 808 937 – 4 1,749 Middle East and North Africa 195 – 703 11 909 Europe and rest of the world 189 – 11 6 206 United Kingdom 11 – – – 11 1,203 937 714 21 2,875 The top selling markets are shown below: 2024 2023 $m $m United States 1,887 1,726 Saudi Arabia 301 261 Algeria 213 189 2,401 2,176 In 2024, included in revenue arising from the Generics and Injectables segments are sales the Group made to three wholesalers in the US, each accounting for equal to or greater than 10% of the Group’s revenue: $424 million (14% of Group revenue), $364 million (12% of Group revenue) and $307 million (10% of Group revenue). In 2023, revenue included sales made to three wholesalers: $365 million (13% of Group revenue), $370 million (13% of Group revenue) and $278 million (10% of Group revenue), respectively. The following table provides contract balances related to revenue: 2024 2023 $m $m Net trade receivables (Note 21) 896 789 Deferred income (Notes 27 and 30) 58 21 Refund liability (Note 27) 151 158 Indirect rebates and other allowances (Note 27) 173 145 Trade receivables are non-interest bearing and typical credit terms range from 30 to 90 days in North America, 30 to 120 days in Europe and 180 to 360 days in MENA. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 169 5. Business segments For management reporting purposes, the Group is organised into three principal operating divisions – Injectables, Branded and Generics. These divisions are the basis on which the Group reports its segmental information. (See business and financial review section on page 30 for more details on the business segments performance). Core operating profit, defined as ‘segment result’, is the principal measure used in the decision-making and resource allocation process of the chief operating decision maker, who is the Group’s Chief Executive Officer. Information regarding the Group’s operating segments is reported below: 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Injectables $m $m $m $m $m $m Revenue 1,324 (18) 1,306 1,203 – 1,203 Cost of sales (634) (4) (638) (546) (2) (548) Gross profit 690 (22) 668 657 (2) 655 Total operating expenses (222) (75) (297) (213) (84) (297) Segment result 468 (97) 371 444 (86) 358 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Branded $m $m $m $m $m $m Revenue 769 – 769 714 – 714 Cost of sales (367) – (367) (348) (15) (363) Gross profit 402 – 402 366 (15) 351 Total operating expenses (213) (7) (220) (196) (60) (256) Segment result 189 (7) 182 170 (75) 95 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Generics $m $m $m $m $m $m Revenue 1,037 (11) 1,026 937 – 937 Cost of sales (680) – (680) (550) – (550) Gross profit 357 (11) 346 387 – 387 Total operating expenses (187) 8 (179) (195) (45) (240) Segment result 170 (3) 167 192 (45) 147 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Others¹ $m $m $m $m $m $m Revenue 26 – 26 21 – 21 Cost of sales (27) – (27) (24) – (24) Gross profit (1) – (1) (3) – (3) Total operating expenses (8) – (8) (6) – (6) Segment result (9) – (9) (9) – (9) 1. Others mainly comprises Arab Medical Containers LLC, International Pharmaceutical Research Centre LLC and the 503B compounding business 170 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 5. Business segments continued 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Group $m $m $m $m $m $m Segments' results 818 (107) 711 797 (206) 591 Unallocated expenses 1 (99) – (99) (90) (134) (224) Operating profit/(loss) 719 (107) 612 707 (340) 367 Finance income 8 – 8 7 – 7 Finance expense (93) (74) (167) (90) (5) (95) Gain from investment at fair value through profit–or loss (FVTPL) 1 – 1 2 – 2 Group's share of profit of joint venture 1 – 1 – – – Profit/(loss) before tax 636 (181) 455 626 (345) 281 Tax (138) 45 (93) (131) 42 (89) Profit/(loss) for the year 498 (136) 362 495 (303) 192 Attributable to: Non-controlling interests 3 – 3 3 (1) 2 Equity holders of the parent 495 (136) 359 492 (302) 190 1. Reported unallocated expenses primarily comprise employee costs, professional fees, IT and legal expenses. The decrease compared to the prior year is mainly attributable to provisions for legal settlements recognised in 2023 (Notes 6 and 26) The following table provides an analysis of the Group’s non-current assets 2 by geographic area: 2024 2023 $m $m North America US 1,518 1,301 Canada 30 36 1,548 1,337 Middle East and North Africa Jordan 344 348 Algeria 125 104 Morocco 92 89 Saudi Arabia 75 71 Others 93 75 729 687 Europe and rest of the world Portugal 147 147 Germany 40 42 Others 41 47 228 236 United Kingdom 7 11 2,512 2,271 2. Non-current assets exclude deferred tax assets (Note 12), investments at FVTOCI, restricted cash and other financial assets (Note 19) Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 171 6. Exceptional items and other adjustments Exceptional items and other adjustments are disclosed separately in the consolidated income statement to assist in the understanding of the Group’s core performance. Exceptional items and other adjustments have been recognised in accordance with our accounting policy outlined in Note 2; the details are presented below: Impact on profit Injectables Branded Generics Unallocated Total Tax effect for the year $m $m $m $m $m $m $m Intangible assets amortisation other than software SG&A (51) (6) (35) – (92) 25 (67) Impairment reversals on intangible assets and property, plant and equipment Other operating income – – 60 – 60 (14) 46 Impairment charges on intangible assets and property, plant and equipment Other operating expenses (17) (1) (13) – (31) 7 (24) Remeasurement of contingent consideration and other financial liability Finance expense – – – (71) (71) 16 (55) Unwinding of contingent consideration and other financial liability Finance expense – – – (3) (3) 1 (2) Provision for rebates adjustment Revenue (18) – (11) – (29) 7 (22) Reorganisation costs SG&A (7) – (4) – (11) 2 (9) Pre–production setup costs Cost of sales (4) – – – (4) 1 (3) Exceptional items and other adjustments (97) (7) (3) (74) (181) 45 (136) Non-controlling interest – Equity holders of the parent (136) – Intangible assets amortisation other than software of $92 million (Note 15) – Impairment reversals: $60 million related to complex respiratory CGU, primarily driven by improved performance and sustained forecasted profitability. Of this amount, $44 million was allocated to intangible assets and $16 million to property, plant and equipment (Notes 9, 15 and 16) – Impairment charges: $22 million impairment on intangible assets mainly comprises $14 million related to marketing rights following the termination of business development contracts and $8 million related to a product-related intangible asset due to the discontinuation of a pipeline product (Notes 9 and 15). Additionally, there were impairment charges on property, plant and equipment of $9 million mainly related to machinery and equipment associated with discontinued projects (Notes 9 and 16) – Remeasurement of contingent consideration and other financial liability: $71 million represents the finance expense resulting from the valuation of the liabilities associated with the future contingent payments in respect of contingent consideration recognised through business combinations (Notes 11, 27, 29 and 30) – Unwinding of contingent consideration and other financial liability: $3 million represents the finance expense resulting from the unwinding of contingent consideration recognised through business combinations (Notes 11, 27, 29 and 30) – Provision for rebates adjustment: $29 million represents a change in historical estimates in relation to prior years rebates – Reorganisation costs: $11 million of reorganisation costs related to a global restructuring program. Completion of these activities is projected in 2025, with an estimated additional cost of approximately $5 million. This program will improve efficiencies across various Group functions, including R&D activities benefitting from the integration of Xellia Croatia (R&D centre) – Pre-production setup costs: $4 million related to the manufacturing plant acquired through the Xellia business combination (Note 34). These costs are incurred during the pre-operational phase where commissioning and refurbishment of the plant is taking place. Completion of these activities is projected for early 2027, with the estimated additional expenses of approximately $25 million to be incurred in 2025 and 2026 Tax effect – The tax effect represents the tax effect on pre-tax exceptional items and other adjustments which is calculated based on the applicable tax rate in each jurisdiction 172 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 6. Exceptional items and other adjustments continued In the previous year, exceptional items and other adjustments were related to the following: Impact on profit Injectables Branded Generics Unallocated Total Tax effect for the year $m $m $m $m $m $m $m Impairment and cost in relation to halted operations in Sudan ___ 1 (14) (69) – – (83) (13) (96) Legal settlement SG&A – – – (129) (129) 27 (102) Intangible assets amortisation other than software SG&A (47) (6) (35) – (88) 17 (71) Impairment charge on intangible assets Other operating expenses (18) – (9) (5) (32) 7 (25) Impairment charge on right-of-use assets and property, plant and equipment Other operating expenses (7) – (1) – (8) 2 (6) Remeasurement of contingent consideration and other financial liability Finance expense – – – (2) (2) 1 (1) Unwinding of contingent consideration and other financial liability Finance expense – – – (3) (3) 1 (2) Exceptional items and other adjustments (86) (75) (45) (139) (345) 42 (303) Non-controlling interest (1) Equity holders of the parent (302) 1. The impact on the consolidated income statement line items is shown below – Impairment and costs in relation to halted operations in Sudan: In April 2023, violent conflict erupted in the Sudanese capital of Khartoum. The conflict subsequently escalated in other areas of the country. The Group evaluated the effect on the carrying values of the Group's assets, and as a consequence, a loss of $76 million was recognised to reflect the fall in the recoverable amount of the assets listed below. A further $7 million of employee benefits, hyperinflation and other expenses from the halted operations was classified as exceptional items on the basis that no revenue was generated after the operations were halted Injectables Branded Generics Unallocated Total $m $m $m $m $m Provision against inventory Cost of sales (2) (15) – – (17) Impairment charge on financial assets Net impairment loss on financial assets (12) (17) – – (29) Impairment charge on intangible assets Other operating expenses – (3) – – (3) Impairment charge on property, plant and equipment Other operating expenses – (25) – – (25) Impairment charge on other current assets Other operating expenses – (2) – – (2) Cost from halted operations in Sudan SG&A – (6) – – (6) Cost from halted operations in Sudan Other operating expenses – (1) – – (1) (14) (69) – – (83) – Provision for legal settlements: On 1 February 2024, the Group reached an agreement in principle to resolve the vast majority of the opioid- related cases brought against Hikma Pharmaceuticals USA Inc. by US states, their subdivisions, and tribal nations. The agreed-upon settlement is not an admission of wrongdoing or legal liability. The Group booked a total provision of $129 million to cover the expected settlement amount for all related cases in North America (Note 26) – Intangible assets amortisation other than software of $88 million (Note 15) – Impairment charge on intangible assets: $32 million mainly comprises $11 million in relation to product-related intangible assets as a result of the decline in performance and forecasted profitability and $16 million marketing rights due to the termination of business development contracts. Additionally, $5 million of impairment charge relates to software (Notes 9 and 15) – Impairment charge on property, plant and equipment and right-of-use assets: $8 million of impairment charge mainly relates to a leased property with no future plans of utilisation (Notes 9, 16 and 17) – Remeasurement of contingent consideration and other financial liability: $2 million represents the finance expense resulting from the valuation of the liabilities associated with the future contingent payments in respect of contingent consideration recognised through business combinations and the financial liability in relation to the co-development earnout payment agreement (Notes 11, 27, 29 and 30) – Unwinding of contingent consideration and other financial liability: $3 million represents the finance expense resulting from the unwinding of contingent consideration recognised through business combinations and the financial liability in relation to the co-development earnout payment agreement (Notes 11, 27, 29 and 30) Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 173 7. Audit remuneration The Group auditor’s remuneration on a worldwide basis is as follows: 2023 2024 (restated) 1 $m $m Fees to the company's auditor and its associates for the audit of the parent company and consolidated financial statements 2.7 3.1 Fees to the company's auditor and its associates for the audit of the financial statements of the Group's subsidiaries 0.7 0.6 Total audit fees 3.4 3.7 Audit-related assurance services 0.3 0.3 Other non-audit fees 0.2 0.2 Total audit and non-audit fees 3.9 4.2 1. 2023 figures have been restated to reflect final amounts billed Audit-related assurance services relate to review procedures in respect of the interim financial information. A description of the work of the Audit Committee is set out in the Audit Committee report on pages 109 to 113 and includes an explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditor. 8. Staff costs The average monthly number of employees (including Executive Directors) was: 2024 2023 Number Number Production 5,545 5,257 Sales, general and administration 3,224 3,200 Research and development 539 510 9,308 8,967 2024 2023 $m $m Aggregate remuneration comprised: Wages, salaries and bonuses 452 431 Health insurance 47 38 Social security costs 45 41 Share-based payments (Note 36) 27 25 Car and housing allowances 24 23 End of service indemnity 18 8 Post-employment benefits 16 15 Other costs and employee benefits 25 29 654 610 174 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 9. Other operating expenses/income 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Other operating expenses $m $m $m $m $m $m Impairment charges (Notes 15, 16 and 17) – 31 31 – 70 70 Forex losses, net 16 – 16 5 1 6 Others 5 – 5 4 – 4 21 31 52 9 71 80 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results Other operating income $m $m $m $m $m $m Impairment reversals (Notes 15 and 16) – 60 60 – – – Others 3 – 3 5 – 5 3 60 63 5 – 5 10. Finance income 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results $m $m $m $m $m $m Interest income 8 – 8 7 – 7 8 – 8 7 – 7 11. Finance expense 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results $m $m $m $m $m $m Interest on bank overdrafts and loans 54 – 54 51 – 51 Interest on Eurobond 18 – 18 18 – 18 Unwinding and remeasurement of contingent consideration and other financial liabilities (Notes 6, 27, 29 and 30) – 74 74 – 5 5 Other bank charges 13 – 13 14 – 14 Lease accretion of interest (Note 17) 3 – 3 4 – 4 Net foreign exchange loss 5 – 5 3 – 3 93 74 167 90 5 95 Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 175 12. Tax 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results $m $m $m $m $m $m Current tax Current year 142 (2) 140 117 (2) 115 Adjustment to prior years 18 – 18 (1) – (1) Deferred tax Current year 1 (43) (42) 11 (40) (29) Adjustment to prior year (23) – (23) 4 – 4 138 (45) 93 131 (42) 89 UK corporation tax is calculated at 25% standard rate (2023: 23.5% blended rate). The Group incurred a tax expense of $93 million (2023: $89 million); the reported and core effective tax rates are 20.4% and 21.7% respectively (2023: 31.7% and 20.9% respectively). The reported effective tax rate is lower than the standard rate primarily due to the earnings mix. Taxation for all jurisdictions is calculated at the rates prevailing in the relevant jurisdiction. The charge for the year can be reconciled to profit before tax per the consolidated income statement as follows: 2024 2023 $m $m Profit before tax 455 281 Tax at the UK corporation tax rate of 25% (2023: 23.5%) 114 66 Profits taxed at different rates (26) (21) Permanent differences: – Non-deductible expenditure 4 3 – Other permanent differences 2 2 – Research and development benefit (4) (3) State and local taxes 2 2 Temporary differences: – Rate change and movement in the recognition of tax losses and other temporary differences 1 (3) Impact of the halted operations in Sudan – 32 Change in uncertain tax positions (3) 9 Unremitted earnings 1 (1) Prior year adjustments (5) 3 Pillar 2 Top up Tax 7 – Tax expense for the year 93 89 Profits taxed at different tax rates relate to profits arising in overseas jurisdictions where the tax rate differs from the UK statutory rate. Permanent differences relate to items which are non-taxable or for which no tax relief is ever likely to be due. The major items are expenses and income disallowed where they are covered by statutory exemptions, foreign exchange differences in some territories and statutory reliefs such as research and development. Rate change, tax losses and other deductible temporary differences for which no benefit is recognised include items for which it is not appropriate to recognise deferred tax. The change in the uncertain tax positions relates to the balance the Group holds in the event a revenue authority successfully takes an adverse view of the positions adopted by the Group in 2024 and prior years. As at 31 December 2024, the Group’s uncertain tax positions, excluding advanced payments, amounted to $54 million (2023: $59 million). The Group released $3 million in 2024 (2023: $13 million) primarily due to the resolution of some audits with the relevant tax authorities. The impact from the currency exchange difference was a $2 million reduction to the aggregate balance in 2024 (2023: $nil). If all areas of uncertainty were audited and all areas resulted in an adverse outcome, management does not believe any material additional tax would be payable beyond what is provided. Prior year adjustments include differences between the tax liability recorded in the tax returns submitted for previous years and the estimated tax provision reported in a prior year’s consolidated financial statements. This category also includes adjustments to the tax returns against which an adverse uncertain tax position has been booked and included under ‘change in uncertain tax positions’ above. 176 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 12. Tax continued Tax contingent liabilities Due to the Group operating across a number of different tax jurisdictions, it is subject to periodic challenge by local tax authorities on a range of tax matters arising in the normal course of business. These challenges generally include transfer pricing arrangements, other international tax matters and the judgemental interpretation of local tax legislation. A tax contingent liability is not provided for but is disclosed if: – tax payments are not probable in the future on challenges by tax authorities; or – it is a present tax obligation, but the amount cannot be measured reliably Publication of tax strategy In line with the UK requirement for large UK businesses to publish their tax strategy, the Group’s tax strategy has been made available on the Group’s website. Global minimum tax – Pillar Two Pillar Two legislation has been enacted, or substantively enacted, in certain jurisdictions where the Group operates. The legislation became effective for the Group’s financial year beginning 1 January 2024. The Group is in scope of the enacted or substantively enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes for the year ended on 31 December 2024. The assessment of the potential exposure to Pillar Two income taxes is based on the most recent information available regarding the financial performance of the constituent entities in the Group. Based on the assessment, the Group has identified potential exposure to Pillar Two income taxes in respect of profits earned in the UAE and Jordan. The potential exposure comes from the constituent entities (mainly operating subsidiaries) in these jurisdictions where the expected Pillar Two effective tax rate is below 15%. The top up tax has been calculated in accordance with the OECD guidance and has been included in the tax amounts disclosed above. We estimate that the total Pillar Two top up tax to be $7 million. The Group is continuing to assess the impact of the Pillar Two income taxes legislation and related updates on its future financial performance. Deferred tax Recognition of deferred tax assets The recognition of deferred tax assets is based on the current forecast of taxable profits arising in the jurisdiction in which the deferred tax asset arises. A deferred tax asset is recognised to the extent that there are forecast taxable profits within a reasonable period. This exercise is reviewed each year and, to the extent forecasts change, an adjustment to the recognised deferred tax asset may be made. Recognition of deferred tax assets is driven by the Group’s ability to utilise the deferred tax asset which is reliant on forecast taxable profits arising in the jurisdiction in which losses are incurred. Deferred tax assets and liabilities have been offset only where it is appropriate to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes: As at 31 December 2024 2023 $m $m Deferred tax assets 293 226 Deferred tax liabilities (18) (25) 275 201 The table below represents the deferred tax movement in 2024: Returns and Other inventory-related Intangible provisions Unremitted Research and provision 2 assets and accruals earnings Development Others Total $m $m $m $m $m $m $m 1 January 2024 90 54 59 (3) – 1 201 Reclassification 1 – – – – 29 (29) – (Charge)/credit to income 16 20 (1) (1) 13 18 65 Equity adjustment – – – – – 1 1 Currency translation and hyperinflation impact (1) 1 (1) – – 9 8 At 31 December 2024 105 75 57 (4) 42 – 275 1. During the current year, the Group reclassified the deferred tax asset arising from Research and Development expenditures, previously included in “Others”, given its materiality, in accordance with IAS 12 2. This category also includes the deferred tax related to elimination of unrealised profit Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 177 12. Tax continued The table below represents the deferred tax movement in 2023: Returns and Other inventory-related Intangible provisions Unremitted provision 1 assets and accruals earnings Others Total $m $m $m $m $m $m 1 January 2023 83 46 16 (4) 32 173 (Charge)/credit to income 7 8 43 1 (34) 25 Currency translation and hyperinflation impact – – – – 3 3 At 31 December 2023 90 54 59 (3) 1 201 1. This category also includes the deferred tax related to elimination of unrealised profit The Group has a potential deferred tax asset of $457 million (2023: $288 million) of which $293 million (2023: $226 million) has been recognised. The unrecognised deferred tax asset comprises of tax losses, short term timing differences and non-refundable tax credits. No deferred tax asset has been recognised on gross temporary differences totalling $273 million (2023: $288 million), with a tax effect of $65 million mainly due to the unpredictability of the related future profit streams. Of these gross temporary differences, $205 million (2023: $200 million) relate to losses, of which $202 million are UK losses that don’t expire. No deferred tax is recognised against the losses due to significant uncertainty regarding future taxable income forecasts in the relevant jurisdictions. None of the non-UK losses are expected to expire in 2025. The remaining $68 million represent other unrecognised gross short-term temporary differences that relate to multiple jurisdictions. In addition, the company has been granted Cantonal tax credits in Switzerland of $99 million (CHF90 million). These Swiss non-refundable tax credits can be utilised over a 10-year period through from the fiscal year 2024 until they expire in 2033. Due to the operation being in its infancy, it is not currently probable that the benefit of the non-refundable tax credit will be realised. Therefore, no deferred tax asset has been recognised on this item. During the year an increase in the deferred tax liability has been recognised on temporary differences relating to the unremitted earnings of overseas subsidiaries of $1 million (2023: $1 million reduction). No deferred tax liability has been recognised on the remaining unremitted earnings of $499 million (2023: $414 million), as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. Mandatory temporary exception The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. 178 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 13. Dividends Paid in Paid in 2024 2023 $m $m Amounts recognised as distributions to equity holders in the year: Final dividend for the year ended 31 December 2023 of 47 cents (31 December 2022: 37 cents) per share 104 82 Interim dividend during the year ended 31 December 2024 of 32 cents (31 December 2023: 25 cents) per share 71 55 175 137 The proposed final dividend for the year ended 31 December 2024 is 48 cents (2023: 47 cents). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 24 April 2025 and has not been included as a liability in these consolidated financial statements. Based on the number of shares in free issue at 31 December 2024 (220,431,263), the final dividend would be $106 million. 14. Earnings per share (EPS) Basic EPS is calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of Ordinary Shares in free issue during the year after deducting Treasury shares and shares held in employee benefit trust (EBT) (Note 31). Treasury shares have no right to receive dividends, and the employee benefit trust (EBT) has waived its entitlement to dividends. However, while the voting rights attached to treasury shares are not exercisable, shares in the EBT retain their voting rights. Diluted EPS is calculated after adjusting the weighted average number of Ordinary Shares used in the basic EPS calculation for the conversion of all potentially dilutive Ordinary Shares. Core basic and diluted EPS are intended to highlight the core results of the Group before exceptional items and other adjustments. 2024 2023 Exceptional items Exceptional items 2024 and other 2024 2023 and other 2023 Core adjustments Reported Core adjustments Reported results (Note 6) results results (Note 6) results $m $m $m $m $m $m Profit attributable to equity holders of the parent 495 (136) 359 492 (302) 190 The number of shares used in calculating basic and diluted EPS is reconciled below: 2024 2023 Weighted average number of Ordinary Shares in free issue Number Number Basic EPS 221,333,249 220,862,103 Effect of potentially dilutive Ordinary Shares: Share-based awards 2,160,072 1,506,611 Diluted EPS 223,493,321 222,368,714 2024 2024 2023 2023 Core Reported Core Reported EPS EPS EPS EPS Cents Cents Cents Cents Basic 224 162 223 86 Diluted 221 161 221 85 Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 179 15. Goodwill and other intangible assets The changes in the carrying value of goodwill and other intangible assets for the years ended 31 December 2024 and 31 December 2023 are as follows: Other intangible assets Product-related Other identified Goodwill intangibles Software intangibles Total $m $m $m $m $m Cost Balance at 1 January 2023 797 1,350 141 285 2,573 Additions – 10 1 33 44 Disposals – – (4) (3) (7) Translation adjustments (1) (1) – 2 – Business combination – 63 – – 63 Balance at 31 December 2023 and 1 January 2024 796 1,422 138 317 2,673 Additions – 24 – 49 73 Disposals – – – – – Translation adjustments (8) (7) (1) (2) (18) Business combination (Note 34) 2 73 – – 75 Balance at 31 December 2024 790 1,512 137 364 2,803 Accumulated Amortisation and Impairment Balance at 1 January 2023 (408) (793) (98) (150) (1,449) Charge for the year – (73) (8) (15) (96) Disposals – – 4 3 7 Impairment charge – (13) (5) (17) (35) Translation adjustments – 1 – (1) – Balance at 31 December 2023 and 1 January 2024 (408) (878) (107) (180) (1,573) Charge for the year – (72) (8) (20) (100) Disposals – – – – – Impairment reversal – 44 – – 44 Impairment charge – (8) – (14) (22) Translation adjustments – 2 – 2 4 Balance at 31 December 2024 (408) (912) (115) (212) (1,647) Carrying amount At 31 December 2024 382 600 22 152 1,156 At 31 December 2023 388 544 31 137 1,100 Of the total intangible assets other than goodwill, $157 million (2023: $152 million) are not yet available for use. Goodwill Goodwill is allocated from the acquisition date to the CGUs that are expected to benefit from the synergies of the business combination. The carrying amount of goodwill has been allocated as follows: As at 31 December 2024 2023 $m $m Injectables 227 228 Branded 155 160 Total 382 388 In accordance with the Group policy, goodwill is tested annually for impairment during the fourth quarter or more frequently if there are indicators that goodwill may be impaired. The impairment test was performed by calculating the recoverable amount of the CGUs to which the goodwill is allocated, based on discounted cash flows by applying an appropriate discount rate that reflects the risk factors associated with the cash flows under which these CGUs sit. These values are then compared to the carrying value of the CGUs to determine whether an impairment is required. Where applicable, the Group carries forward and uses the most recent detailed calculation of a cash-generating unit’s recoverable amount made in the preceding period. 180 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 15. Goodwill and other intangible assets continued CGUs impairment testing Details related to the discounted cash flow models used in the impairment tests of the CGUs are as follows: Valuation basis, terminal growth rate Terminal growth rate and discount rate (perpetuity) Discount rate Valuation basis 2024 2023 2024 2023 Injectables VIU 2.5% 2.5% 12.6% 12.6% Pre-tax Branded VIU 2.4% 2.5% 14.3% 17.4% Pre-tax Generics VIU 1.0% n/a 10.7% n/a Pre-tax Complex respiratory FVLCD – 1 n/a 8.1% n/a Post-tax Key assumptions Projected cash flows based on: – Sales growth rates, informed by pricing and volume assumptions – Profit margins and profit margin growth rates for marketed and pipeline products – Expected launch dates for pipeline products Terminal growth rates Discount rates Determination of assumptions Growth rates are internal forecasts based on both internal and external market information, informed by historical experience and management’s best estimates of the future Margins reflect past experience, adjusted for expected changes in the future Establishing the launch date and probability of a successful product approval for pipeline products Terminal growth rates are based on the Group’s experience in its markets Discount rates for each CGU are derived from specific regions/countries Period of specific projected cash flows 5 years 1. The majority of projected cash flows for the Complex respiratory CGU extend over a seven-year period (2023: eight years) Complex respiratory CGU The improved performance of the Complex respiratory CGU was considered as an indicator for an impairment reversal assessment. As a result, the Group evaluated the recoverable amount of the CGU using a fair value less costs of disposal (FVLCD) model, being the higher value compared to value in use (VIU). The evaluation resulted in an impairment reversal of $60 million, with $44 million allocated to intangible assets and $16 million to property, plant and equipment on a pro rata basis. The reversal reflects sustained performance improvement and forecasted profitability, bringing the revised carrying amount of the CGU to $127 million. This valuation methodology uses significant inputs which are not based on observable market data, therefore this valuation technique is classified as a level 3 valuation. The Group performed sensitivity analysis over the valuation of the CGU. The analysis assumed an increase/decrease of one percentage point in the discount rate or a 10% decline/improve in the projected cash flows. Applying those sensitivities would decrease/increase the value of the CGU by approximately $7 million and $22 million, respectively. Injectables CGU In accordance with IAS 36, the Group conducted its annual impairment test for the Injectables CGU by carrying forward the most recent detailed calculation of its recoverable amount from the preceding period. This approach was considered appropriate as the assets and liabilities of the CGU have not changed significantly since last year’s recoverable amount calculation, and the previous calculation indicated that the recoverable amount significantly exceeded the carrying amount of the CGU. Additionally, an analysis of events and changes in circumstances since the prior assessment indicated that the likelihood of the current recoverable amount being lower than the carrying amount is remote. Branded CGU The Group conducted its annual impairment test for the Branded CGU, as it includes goodwill and other intangible assets not yet available for use. The valuation did not result in any impairment for the CGU and indicated that sufficient headroom exists even under reasonable changes in key assumptions. Generics CGU The Group conducted its annual impairment test for the Generics CGU, as it includes material intangible assets not yet available for use. The valuation did not result in any impairment for the CGU and indicated that sufficient headroom exists even under reasonable changes in key assumptions. The Group monitors the development of climate-related risks and assessed the qualitative and quantitative impact which is not expected to have a material impact on the consolidated financial statements nor the recoverable amount of the CGUs (See pages 62 to 77). Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 181 15. Goodwill and other intangible assets continued Product-related intangible assets Product rights not yet available for use Product rights not yet available for use amounts to $84 million (2023: $75 million); no amortisation has been charged against them. The Group performs an impairment review of these assets annually. The result of this test was an impairment charge of $8 million in the Injectables segment due to the discontinuation of a pipeline product (2023: $3 million in the Generics segment). Product rights Product rights consist of marketed products of $516 million (2023: $469 million) which include two products in the injectables CGU valued at $118 million (2023: $129 million) and $52 million (2023: $nil) with a remaining useful life of eleven years (2023: twelve years) and fifteen years, respectively. Additionally, a product in the Complex respiratory CGU is valued at $120 million (2023: $87 million) following a $44 million impairment reversal allocated as part of the CGU overall reversal (see page 180). This product has a remaining useful life of seven years (2023: eight years). The product rights have an average estimated useful life of twelve years. Software Software intangibles mainly represent the Enterprise Resource Planning solutions that are implemented in different operations across the Group in addition to other software applications, of which $1 million is not yet available for use (2023: $1 million). The software has an average estimated useful life that varies from three to ten years. As at 31 December 2024, no impairment charge was identified (2023: $5 million). Other identified intangibles Other identified intangibles comprise marketing rights, customer relationships and trade names of $152 million (2023: $137 million) of which $72 million represent assets not yet available for use (2023: $76 million). The Group performs an impairment review of other identified intangible assets that are not yet available for use annually, and performs impairment indicators assessment for assets in use. The result of this test was an impairment charge of $1 million in the Injectables segment and $13 million in the Generics segment due to the discontinuation of certain marketing rights contracts (2023: $17 million). Marketing rights Marketing rights are amortised over their useful lives commencing in the year in which the rights are ready for use with estimated useful lives varying from two to ten years. Customer relationships Customer relationships represent the value attributed to existing direct customers that the Group acquired on business combinations. The customer relationships have an average estimated useful life of fifteen years. Trade names Trade names were mainly recognised on the acquisition of Hikma Germany GmbH (Germany) with estimated useful lives of ten years. 182 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 16. Property, plant and equipment Land and Machinery and Vehicles, fixtures Projects under buildings equipment and equipment construction Total $m $m $m $m $m Cost Balance at 1 January 2023 725 819 145 262 1,951 Additions 31 20 7 112 170 Disposals (15) (10) (9) – (34) Transfers 43 63 6 (112) – Business combination 25 3 – 8 36 Transfer to assets classified as held for sale (11) – – – (11) Translation adjustment (1) (1) (1) 2 (1) Balance at 31 December 2023 and 1 January 2024 797 894 148 272 2,111 Additions 6 21 10 133 170 Disposals (1) (16) (5) – (22) Transfers 12 31 10 (53) – Business combination (Note 34) 52 1 – 62 115 Translation adjustment (15) (21) (6) (5) (47) Balance at 31 December 2024 851 910 157 409 2,327 Accumulated depreciation and impairment Balance at 1 January 2023 (243) (499) (121) (64) (927) Charge for the year (23) (49) (12) – (84) Disposals – 7 9 – 16 Impairment charge (14) (8) (1) (3) (26) Translation adjustment 2 3 1 – 6 Balance at 31 December 2023 and 1 January 2024 (278) (546) (124) (67) (1,015) Charge for the year (24) (48) (15) – (87) Disposals 1 16 5 – 22 Impairment reversal 1 15 – – 16 Impairment charge (1) (3) – (5) (9) Translation adjustment 7 13 4 – 24 Balance at 31 December 2024 (294) (553) (130) (72) (1,049) Carrying amount At 31 December 2024 557 357 27 337 1,278 At 31 December 2023 519 348 24 205 1,096 Land is not subject to depreciation. None of the Group's property, plant and equipment are pledged as collateral for long-term loans as at 31 December 2024 (2023: $nil). As at 31 December 2024, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to $79 million (2023: $52 million). During the year ended 31 December 2024, $3 million of borrowing costs have been capitalised (2023: $2 million). As at 31 December 2024, the Group recognised an impairment charge of $9 million mainly in relation to machinery and equipment associated with discontinued projects and an impairment reversal of $16 million mainly related to machinery and equipment within the Complex respiratory CGU (Notes 6, 9 and 15). In 2023, the Group recognised an impairment charge of $26 million mainly in relation to Sudan (Notes 6 and 9). Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 183 17. Right-of-use assets and lease liabilities The carrying amounts of right-of-use assets recognised and the movements during the year were as follows: Buildings Vehicles Total $m $m $m At 1 January 2023 51 6 57 Additions 3 3 6 Impairment (7) – (7) Depreciation expense (7) (4) (11) Balance at 31 December 2023 and 1 January 2024 40 5 45 Additions 3 8 11 Business combination (Note 34) 2 – 2 Depreciation expense (6) (4) (10) Balance at 31 December 2024 39 9 48 The carrying amounts of lease liabilities and the movements during the year were as follows: 2024 2023 $m $m At 1 January 66 70 Additions 11 6 Business combination (Note 34) 2 – Accretion of interest (Note 11) 3 4 Adjustments (1) – Repayments (24) (14) Balance at 31 December 57 66 Current 11 11 Non-current 46 55 The following is the maturity analysis of lease liabilities: 2024 2023 $m $m Breakdown by maturity: Within one year 11 11 In the second year 7 8 In the third year 5 5 In the fourth year 4 4 In the fifth year 3 3 In the sixth year 2 3 Thereafter 25 32 57 66 At 31 December 2024, lease liabilities included optional extension periods amounting to $19 million on a discounted basis (2023: $19 million). The following are the amounts recognised in the consolidated income statement: 2024 2023 $m $m Depreciation expense of right-of-use assets (10) (11) Impairment of right-of-use assets – (7) Interest expense on lease liabilities (3) (4) Expense relating to short-term leases (4) (2) Total amount recognised in the consolidated income statement (17) (24) 184 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 18. Investments in joint venture The Group’s share in Hubei Haosun Pharmaceutical Co., Ltd. was 49% at 31 December 2024 (31 December 2023: 49%) with an investment balance of $11 million at 31 December 2024 (31 December 2023: $10 million) and share of the profit for the year ended 31 December 2024 of $1 million (2023: $nil). The table below represents investment in joint venture movement during the year: 2024 2023 $m $m Balance at 1 January 10 10 Group's share of profit of joint venture 1 – Balance at 31 December 11 10 Summarised financial information in respect of the Group’s interests in Hubei Haosun Pharmaceutical Co., Ltd. is set out below: As at 31 December 2024 2023 $m $m Total assets 25 23 Total liabilities (5) (5) Net assets 20 18 Group's share of net assets of joint venture 10 9 For the For the year ended year ended 31 December 31 December 2024 2023 $m $m Total revenue 8 7 Net profit 2 1 Group's share of profit of joint venture 1 – 19. Financial and other non-current assets As at 31 December 2024 2023 $m $m Investments at FVTOCI 51 55 Advance payment related to non-financial assets 19 20 Restricted cash – 10 Other financial assets 14 18 84 103 Investments at FVTOCI include investments which are not held for trading and which the Group irrevocably designated as measured at fair value through other comprehensive income. During the year, the Group increased its investment in two existing ventures by $2 million. The total portfolio as at 31 December 2024 includes two investments in listed companies with a readily determinable fair value that falls under level 1 valuation (Note 29), their values are measured based on quoted prices in active markets. The other investments are unlisted shares without readily determinable fair values that fall under level 3 valuation (Note 29). The fair value is estimated by management based on the cost of investment and adjusted as necessary for impairment and revaluations with reference to relevant available information and recent financing rounds. During the year, the total change in fair value was a net loss of $6 million (2023: $13 million net loss) recognised in other comprehensive income. Advance payment related to non-financial assets represents cash paid in advance that will be mainly utilised against the future acquisition of product licences, materials or finished products. Restricted cash balance as at 31 December 2023 represents the cash margin on a long-term loan. Other financial assets mainly represented long-term receivables and upfront fees on a syndicated revolving credit facility. At 31 December 2023, the balance mainly represented long-term receivables, upfront fees on a syndicated revolving credit facility and a sublease arrangement. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 185 20. Inventories As at 31 December 2024 2023 $m $m Finished goods 409 351 Work-in-progress 113 125 Raw and packing materials 490 455 Goods in transit 36 24 Spare parts 52 47 Provisions against inventory (114) (111) 986 891 The movements in the provisions against inventory are as follows: Translation As at 1 January Additions Utilisation adjustments As at 31 December $m $m $m $m $m Provisions against inventory in 2024 111 51 (41) (7) 114 Provisions against inventory in 2023 90 81 (53) (7) 111 The cost of inventory recognised as an expense within cost of sales in the consolidated income statement was $1,671 million, including the cost of an inventory-related provision of $51 million (2023: $1,442 million, including the cost of an inventory-related provision of $81 million). 21. Trade and other receivables As at 31 December 2024 2023 $m $m Gross trade receivables 1,362 1,222 Chargebacks and other allowances (391) (352) Expected credit loss allowance (75) (81) Net trade receivables 896 789 VAT and sales tax recoverable 44 35 Other receivables 9 – Net trade and other receivables 949 824 The fair value of receivables is estimated to be not significantly different from the respective carrying amounts. The movements in the provisions for chargebacks, other allowances and expected credit loss allowance are as follows: As at 31 December 2023 Translation As at and 1 January 2024 Additions, net Utilisation adjustments 31 December 2024 $m $m $m $m $m Chargebacks and other allowances 352 2,758 (2,719) – 391 Expected credit loss allowance 81 2 – (8) 75 433 2,760 (2,719) (8) 466 As at 31 December 2022 Translation As at and 1 January 2023 Additions, net Utilisation adjustments 31 December 2023 $m $m $m $m $m Chargebacks and other allowances 298 2,560 (2,505) (1) 352 Expected credit loss allowance 53 32 (4) – 81 351 2,592 (2,509) (1) 433 More details on the Group’s policy for credit and concentration risk are provided in Note 29. 186 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 21. Trade and other receivables continued At 31 December 2024, the provision balance relating to chargebacks was $273 million (2023: $236 million). The key inputs and assumptions included in calculating this provision are estimations of ‘in channel’ inventory at the wholesalers (including processing lag) of 42 days (2023: 39 days), estimated chargeback rates as informed by average historical chargeback credits adjusted for expected chargeback levels for new products, changes to pricing and estimated future sales trends (including customer mix). Based on the conditions existing at the balance sheet date, an increase/decrease in the estimate of in channel inventory by 1 day increases/decreases the provision by $6 million (2023: $6 million), and if the overall chargeback rate of 57% (2023: 57%) increases/decreases by one percentage point, the provision would increase/decrease by $5 million (2023: $4 million). At 31 December 2024, the provision balance relating to customer rebates was $45 million (2023: $49 million). The key inputs and assumptions included in calculating this provision are the historical relationship between contractual rebate payments to revenue, past payment experience, changes to pricing and sales levels, estimation of ‘in channel’ inventory at the wholesalers and retail pharmacies and estimated future sales trends (including customer mix). Based on the conditions existing at the balance sheet date, a ten-basis point increase/decrease in the rebates rate of 4.4% (2023: 4.9%) would increase/decrease this provision by approximately $1 million (2023: approximately $1 million). 22. Cash and cash equivalents As at 31 December 2024 2023 $m $m Cash at banks and on hand 1 127 118 Time deposits 59 86 Money market deposits 2 1 188 205 1. In 2024, cash at banks includes $24 million placed in interest-bearing accounts (2023: $68 million) Cash and cash equivalents include highly liquid investments with maturities of three months or less which are convertible to known amounts of cash and are subject to insignificant risk of changes in value. 23. Other current assets As at 31 December 2024 2023 $m $m Prepayments 73 72 Investment at FVTPL 25 24 Others 18 24 116 120 Investment at FVTPL comprise a portfolio of debt instruments that are managed by an asset manager and which the Group designated as measured at fair value through profit or loss. These assets are classified as level 1 as they are based on quoted prices in active markets (Note 29). Others balances mainly represent compensation due from suppliers in relation to inventory price adjustments. 24. Short-term financial debts As at 31 December 2024 2023 $m $m Bank overdrafts 4 2 Import and export financing 2 14 44 Short-term loans 3 – Current portion of long-term loans (Note 28) 621 104 642 150 The increase in the current portion of long-term loans is primarily attributable to the Eurobond maturing in July 2025. 2. Import and export financing represents short-term financing for the ordinary trading activities of the Group Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 187 24. Short-term financial debts continued 2024 2023 % % The weighted average interest rates incurred are as follows: Bank overdrafts 21.03 13.34 Import and export financing 8.37 7.10 Short-term loans 5.19 4.75 25. Trade and other payables As at 31 December 2024 2023 $m $m Trade payables 358 309 Accrued expenses 266 243 Other payables 26 16 650 568 The fair value of payables is estimated to be not significantly different from the respective carrying amounts. 26. Provisions Provision for end of service Provision for indemnity legal settlements Total $m $m $m Balance at 1 January 2023 32 – 32 Additions 3 129 132 Utilisations (5) – (5) Balance at 31 December 2023 and 1 January 2024 30 129 159 Additions 3 – 3 Remeasurement of post–employment benefit obligations 1 – 1 Utilisations (5) – (5) Balance at 31 December 2024 29 129 158 2024 2023 $m $m Due within one year 122 152 Due after more than one year 36 7 158 159 Provision for end of service indemnity relates to employees of certain Group subsidiaries and includes immaterial amounts for defined benefit plans. This provision is calculated based on relevant laws in the countries where each Group company operates, in addition to their own policies. For defined benefit plans, changes in net liability due to actuarial valuations and changes in assumptions resulted in a remeasurement loss of $1 million (2023: $nil). In 2024, the Group reclassified this provision to non-current, as most of the balance is not expected to be settled within the next 12 months. Legal provision is related to the expected settlement amount for legal matters, of which $7 million is expected to be settled after more than one year (Note 6). 188 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 27. Other current liabilities As at 31 December 2024 2023 $m $m Deferred income (Note 30) 28 21 Refund liability 151 158 Contingent consideration (Notes 29 and 30) 85 25 Co-development and earnout payment (Note 29) – 1 Acquired contingent liability (Note 30) 20 13 Indirect rebates and other allowances 173 145 Others 18 21 475 384 Deferred income includes contract liabilities related to the Group's obligations for contract manufacturing services, for which payment has been received or is receivable. It also includes contract liabilities for free goods owed to certain customers as an alternative to discounts. Additionally, deferred income comprises deferred lease income arising from the lease component within contract manufacturing services. As at 31 December 2024, total deferred income was $58 million (2023: $21 million). The current portion of $28 million related to contract liabilities (2023: $21 million). The non-current portion of $30 million (2023: $nil) comprised $13 million in contract liabilities and $17 million in deferred lease income. During the year, revenue of $21 million (2023: $25 million) was recognised as performance obligations were satisfied. Refund liability relate to provisions for product returns, where the Group allows customers to return products within a specified period prior to and subsequent to the expiration date. The key assumptions included in calculating this provision are estimations of the product shelf life, estimations of revenue estimated to be subject to returns and the estimated returns rate of 1.39% (2023: 1.47%) as informed by both historical return rates and consideration of specific factors like product dating and expiration, new product launches, entrance of new competitors, and changes to contractual terms. Based on the conditions existing at the balance sheet date, a ten-basis point increase/decrease in the returns and allowances rate would increase/decrease this provision by approximately $11 million (2023: $11 million). Indirect rebates and other allowances: mainly represent rebates granted to healthcare authorities and certain indirect customers under contractual arrangements. This includes provision for rebates adjustment of $29 million, reflecting a change in historical estimates related to prior years' rebates (Note 6). At 31 December 2024, the provision balance relating to the indirect rebates was $100 million (2023: $96 million). The key inputs and assumptions included in calculating this provision are the historical relationship between contractual rebate payments to revenue, past payment experience, changes to pricing and sales levels, estimation of ‘in channel’ inventory at the wholesalers and retail pharmacies and estimated future sales trends (including customer mix). Based on the conditions existing at the balance sheet date, a ten-basis point increase/decrease in the rebates rate of 4.9% (2023: 4.7%) would increase/decrease this provision by approximately $2 million (2023: $2 million). The following table provides the movement for the deferred income, refund liability and indirect rebates and other allowances for the years ended 31 December 2024 and 2023 were as follows: Indirect rebates and Deferred income Refund liability other allowances Total $m $m $m $m Balance at 1 January 2023 25 168 101 294 Additions 21 43 261 325 Utilisations (25) (52) (218) (295) Translation adjustment – (1) 1 – Balance at 31 December 2023 and 1 January 2024 21 158 145 324 Additions 58 55 334 447 Utilisations (21) (61) (306) (388) Translation adjustment – (1) – (1) Balance at 31 December 2024 58 151 173 382 2024 2023 $m $m Current 352 324 Non-current (Note 30) 30 – 382 324 Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 189 28. Long-term financial debts As at 31 December 2024 2023 $m $m Long-term loans 729 582 Long-term borrowings (Eurobond) 499 497 1,228 1,079 Less: current portion (Note 24) (621) (104) Non-current financial loans 607 975 Breakdown by maturity: Within one year 621 104 In the second year 118 604 In the third year 129 100 In the fourth year 117 208 In the fifth year 242 59 In the sixth year 1 4 1,228 1,079 Breakdown by currency: US dollar 1,156 1,002 Euro 9 21 Jordanian dinar 7 13 Algerian dinar 31 29 Moroccan dirham 23 11 Tunisian dinar 2 3 1,228 1,079 The financial debts are held at amortised cost. Major financial debt arrangements include: a) $1,150 million syndicated revolving credit facility that matures on 4 January 2029. At 31 December 2024, the facility had an outstanding balance of $240 million (2023: $nil) and a fair value of $240 million (2023: $nil) and an unutilised amount of $910 million (2023: $1,150 million). The facility can be used for general corporate purposes. b) A $500 million 3.25%, five-year Eurobond with a rating of BBB- (S&P & Fitch) that matures on 9 July 2025. At 31 December 2024, the facility had an outstanding balance of $499 million (2023: $497 million) and a fair value of $493 million (2023: $481 million). The proceeds were used for general corporate purposes. At 31 December 2024, the balance was classified as short-term financial debts (Note 24). c) A $400 million five-year syndicated loan facility that matures on 13 October 2027. At 31 December 2024, the facility had an outstanding balance of $162 million (2023: $315 million) and a fair value of $162 million (2023: $315 million). The proceeds were used for general corporate purposes. d) A $200 million eight-year loan facility from the International Finance Corporation and Managed Co-lending Portfolio program that matures on 15 September 2028. At 31 December 2024, the facility had an outstanding balance of $185 million (2023: $100 million) and a fair value of $185 million (2023: $100 million). The proceeds were used for general corporate purposes. e) A $150 million ten-year loan facility from the International Finance Corporation that matures on 15 December 2027. At 31 December 2024, the facility had an outstanding balance of $63 million (2023: $86 million) and a fair value of $61 million (2023: $80 million). The proceeds were used for general corporate purposes. Covenants on major financial debt arrangements are suspended while the Group retains its investment-grade status. As of 31 December 2024, the carrying value of long-term debt subject to covenants was immaterial, and the Group was in full compliance with those respective covenants. Covenants that must be complied with after the reporting date do not affect the classification of the related borrowings as current or non-current. Accordingly, all such borrowings remain classified as non-current liabilities. 2024 2023 % % The weighted average interest rates incurred are as follows: Bank loans (including the current bank loans) 6.18 5.76 Eurobond 1 3.68 3.68 1. The Eurobond effective interest rate includes unwinding of discount amount and upfront fees 190 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 29. Financial policies for risk management and their objectives Credit and concentration of risk The Group’s principal financial assets are cash and cash equivalents, trade and other receivables, and investments. The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the consolidated balance sheet are net of allowances for expected credit loss, chargebacks, and other allowances. A provision for impairment is made based on expected credit loss which is estimated based on previous experience, current events and forecasts of future conditions. A loan or receivable is considered impaired when there is no reasonable expectation of recovery, or when a debtor fails to make a contractual payment for a specific period which varies based on the type of debtor and the market in which they operate. During the year ended 31 December 2024, the Group’s largest two customers in the MENA region represented 6.5% of Group revenue (2023: 6.8%), 5.0% from one customer in Saudi Arabia (2023: 5.1%), and 1.5% from one customer in Algeria (2023: 1.7%). At 31 December 2024, the amount of receivables due from all customers based in Saudi Arabia was $79 million (2023: $106 million) and the amount of receivables due from all customers based in Algeria was $63 million (2023: $57 million). During the year ended 31 December 2024, three key US wholesalers represented 35% of Group revenue (2023: 36%). The amount of receivables due from all US customers at 31 December 2024 was $522 million (2023: $379 million). The Group manages this risk through the implementation of stringent credit policies, procedures and certain credit insurance agreements. Trade receivable exposures are monitored consistently as they arise. Credit limits are set as deemed appropriate for the customer, based on a number of qualitative and quantitative factors related to the creditworthiness of a particular customer. The Group is exposed to a variety of customers ranging from government-backed agencies and large private wholesalers to privately owned pharmacies, and the underlying local economic risks vary across the Group. In line with local market practice, customers in the MENA region are offered relatively long payment terms compared to customers in Europe and North America. Typical credit terms in North America range from 30 to 90 days, in Europe 30 to 120 days, and in MENA 180 to 360 days. Where appropriate, the Group endeavours to minimise risk by the use of trade finance instruments such as letters of credit and insurance. The following table provides a summary of the age of trade receivables (Note 21): Past due Not past due on Less than 90 Between 91 Between 181 and the reporting date days and 180 days 360 days Over one year Total At 31 December 2024 $m $m $m $m $m $m Expected credit loss rate 0.1% 0.6% 18.5% 14.8% 77.0% 5.5% Gross trade receivables as at 31 December 2024 1,157 62 26 34 83 1,362 Expected credit loss allowance (1) – (5) (5) (64) (75) Chargebacks and other allowances (391) – – – – (391) Net trade receivables 765 62 21 29 19 896 Past due Not past due on the Less than 90 Between 91 and Between 181 and reporting date days 180 days 360 days Over one year Total At 31 December 2023 $m $m $m $m $m $m Expected credit loss rate – 0.2% 57.5% 36.9% 70.1% 6.6% Gross trade receivables as at 31 December 2023 1,024 71 22 16 89 1,222 Expected credit loss allowance – – (13) (6) (62) (81) Chargebacks and other allowances (352) – – – – (352) Net trade receivables 672 71 9 10 27 789 Market risk The Group is exposed to foreign exchange and interest rate risks. The Group’s objective is to reduce, where it is appropriate to do so, fluctuations in earnings and cash flow associated with changes in interest rates and foreign currency rates. Management actively monitors these exposures to manage the volatility relating to these exposures by entering into a variety of derivative financial instruments, if needed. Capital risk management The Group manages its capital and monitors its liquidity to have reasonable assurance that the Group will be able to continue as a going concern and deliver its growth strategy objectives, while reducing its cost of capital and maximising the return to shareholders through the optimisation of the debt and equity mix. The Group regularly reviews the capital structure by considering the level of available capital and the short to medium-term strategic plans concerning future capital spend, as well as the need to meet dividends, banking covenants, and borrowing ratios. The Group defines capital as equity plus net debt which includes long and short-term financial debts (Notes 24 and 28), lease liabilities (Note 17), net of cash and cash equivalents (Note 22) and restricted cash (Note 19). Group net debt excludes co-development and earnout payments, acquired contingent liabilities and contingent consideration (Notes 27 and 30). Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 191 29. Financial policies for risk management and their objectives continued During the year, the Group continued its strategy of obtaining debt financing at both the Group level and at the operating entities level. This enables the Group to borrow at competitive rates and to build relationships with local, regional and international banks and is therefore deemed to be the most effective means of raising finance, while maintaining the balance between borrowing cost, asset and liability management, and consolidated balance sheet currency risk management. In order to monitor the available net funds, management reviews financial capital reports on a monthly basis, in addition to the continuous review by the Group treasury function. At 31 December 2024, the Group’s gearing ratio (total debt/equity) was 56% (2023: 54%). Cash management The Group manages the deployment of cash balances to predefined limits approved by the Board of Directors under the cash/risk management policy. Per the policy, the Group’s excess cash should be held with highly rated global and regional financial institutions. The aim of the policy is to mitigate the risk of holding cash in certain currencies, countries and financial institutions, through a specific threshold. The Group reviews the policy periodically to meet its risk appetite. Foreign exchange risk and currency risk The Group uses the US dollar as its reporting currency and is therefore exposed to foreign exchange movements primarily in the Euro, Algerian dinar, Japanese yen, Egyptian pound, Tunisian dinar and Moroccan dirham. Consequently, where appropriate, the Group enters into various contracts, which change in value as foreign exchange rates change, to hedge against the risk of movement in foreign-denominated assets and liabilities. Due to the lack of open currency markets, the Algerian dinar, the Tunisian dinar, the Moroccan dirham and the Egyptian pound cannot be hedged at reasonable cost. Where possible, the Group uses financing facilities denominated in local currencies to mitigate the risks. The Jordanian dinar and the Saudi riyal had no impact on the consolidated income statement as those currencies are pegged against the US dollar. Currency risks, as defined by IFRS 7, arise on account of financial instruments being denominated in a currency that is other than the functional currency of an entity and being of a monetary nature. The currencies that have a significant impact on the Group’s consolidated financial statements and the exchange rates used are as follows: Year-end rates Average rates 2024 2023 2024 2023 US dollar /Euro 0.965 0.906 0.924 0.925 US dollar /Algerian dinar 135.743 134.378 134.037 135.844 US dollar /Saudi riyal 3.750 3.750 3.750 3.750 US dollar /Pound sterling 0.799 0.786 0.783 0.804 US dollar /Jordanian dinar 0.709 0.709 0.709 0.709 US dollar /Egyptian pound 50.771 30.828 45.309 30.624 US dollar /Japanese yen 157.360 141.060 151.532 140.553 US dollar /Moroccan dirham 10.111 9.893 9.940 10.136 US dollar /Tunisian dinar 3.185 3.066 3.117 3.106 The net foreign currency exposures for the years ended 31 December 2024 and 2023 were as follows: Financial assets/(liabilities) US dollar Euro Japanese yen Others¹ 2024 $m $m $m $m Functional currency of entity: – Jordanian dinar 141 7 (2) 5 – Euro 24 – – – – Algerian dinar (15) – – – – Saudi riyal 15 (9) – – – Egyptian pound (32) (8) – – – Tunisian dinar – 2 – – – Moroccan dirham (15) (6) – – – US Dollar – 1 – 13 118 (13) (2) 18 1. Others include Saudi riyal, Jordanian dinar, Pound sterling and UAE dirham 192 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 29. Financial policies for risk management and their objectives continued Financial assets/(liabilities) US dollar Euro Japanese yen Others¹ 2023 $m $m $m $m Functional currency of entity: – Jordanian dinar 99 19 (5) 13 – Euro 29 – – – – Algerian dinar (3) – – – – Saudi riyal 10 (15) – – – Sudanese pound (1) – – – – Egyptian pound (47) (1) – – – Tunisian dinar 1 2 – – – Moroccan dirham (16) (8) – – – US Dollar – (23) – 4 72 (26) (5) 17 1. Others include Saudi riyal, Jordanian dinar, Pound sterling and UAE dirham A sensitivity analysis based on a 10% movement in foreign exchange rates would result in a $12 million (2023: $6 million) movement in foreign exchange loss/gain on the Group results. The Group sets certain limits on liquid funds per currency (other than the US dollar) and per country. Interest rate risk As at 31 December 2024 As at 31 December 2023 Fixed rate Floating rate Total Fixed rate Floating rate Total $m $m $m $m $m $m Financial liabilities Interest-bearing loans and borrowings (Notes 24 and 28) 597 652 1,249 618 507 1,125 Lease liabilities (Note 17) 57 – 57 66 – 66 Financial assets Interest-bearing cash and cash equivalents (Note 22) – 85 85 – 155 155 Restricted cash (Note 19) – – – – 10 10 An interest rate sensitivity analysis assumes an instantaneous one percentage point change in interest rates in all currencies from their levels at 31 December 2024, with all other variables held constant. Based on the composition of the Group’s net debt portfolio as at 31 December 2024, a one percentage point increase/decrease in interest rates would result in a $6 million increase/decrease in net finance cost per year (2023: $3 million increase/decrease). Fair value of financial assets and liabilities The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The carrying values of the following financial assets/liabilities are not significantly different from their fair values, as explained below: – Cash at banks and on hand and time deposits – due to the short-term maturities of these financial instruments and given that generally they have negligible credit risk, management considers the carrying amounts not to be significantly different from their fair values – Restricted cash (Note 19) – the fair value of restricted cash is not considered to be significantly different from the carrying value – Other financial assets (Note 19) – mainly represent long-term receivables carried at amortised cost, of which the fair value is estimated not to be significantly different from the respective carrying amounts – Receivables and payables – the fair values of receivables and payables are estimated not to be significantly different from the respective carrying amounts – Short-term loans and overdrafts approximate to their fair value because of the short maturity of these instruments – Long-term loans – loans with variable rates are re-priced in response to any changes in market rates and so management considers their carrying values not to be significantly different from their fair values Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 193 29. Financial policies for risk management and their objectives continued Loans with fixed rates relate mainly to: – $500 million 3.25%, five-year Eurobond with a carrying value of $499 million at 31 December 2024 and fair value of $493 million, accounted for at amortised cost. The fair value is determined with reference to a quoted price in an active market as at the balance sheet date (a level 1 fair value) (Note 28) – A ten-year $150 million loan from the International Finance Corporation with outstanding balance of $63 million at 31 December 2024 and a fair value of $61 million. Fair value is estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities of such loans (a level 2 fair value) Management classifies items that are recognised at fair value based on the level of the inputs used in their fair value determination as described below: – Level 1: Quoted prices in active markets for identical assets or liabilities – Level 2: Inputs that are observable for the asset or liability – Level 3: Inputs that are not based on observable market data The following financial assets/liabilities are presented at their fair value: Fair value measurements Level 1 Level 2 Level 3 Total At 31 December 2024 $m $m $m $m Financial assets Investments at FVTPL (Note 23) 25 – – 25 Money market deposit (Note 22) 2 – – 2 Investments in listed shares at FVTOCI (Note 19) 1 – – 1 Investments in unlisted shares at FVTOCI (Note 19) – – 50 50 Total financial assets 28 – 50 78 Financial liabilities Contingent consideration liability (Notes 27 and 30) – – 153 153 Total financial liabilities – – 153 153 Fair value measurements Level 1 Level 2 Level 3 Total At 31 December 2023 $m $m $m $m Financial assets Investments at FVTPL (Note 23) 24 – – 24 Money market deposits (Note 22) 1 – – 1 Investments in listed shares at FVTOCI (Note 19) 2 – – 2 Investments in unlisted shares at FVTOCI (Note 19) – – 53 53 Total financial assets 27 – 53 80 Financial liabilities Co-development and earnout payment liabilities (Note 27) – – 1 1 Contingent consideration liability (Notes 27 and 30) – – 41 41 Total financial liabilities – – 42 42 194 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 29. Financial policies for risk management and their objectives continued The following table presents the changes in Level 3 items for the years ended 31 December 2024 and 2023: Financial Financial assets liabilities $m $m At 1 January 2023 38 45 Settled – (8) Remeasurement of contingent consideration and other financial liability recognised in finance expense – 2 Unwinding of contingent consideration and other financial liability recognised in finance expense – 3 Change in fair value of investments at FVTOCI (10) – Additions of investments at FVTOCI 27 – Sale of investment at FVTOCI (2) – Balance at 31 December 2023 and 1 January 2024 53 42 Settled – (13) Remeasurement of contingent consideration and other financial liability recognised in finance expense – 71 Unwinding of contingent consideration and other financial liability recognised in finance expense – 3 Contingent consideration related to business combination in the period (Note 34) – 50 Change in fair value of investments at FVTOCI (5) – Additions of investments at FVTOCI 2 – Balance at 31 December 2024 50 153 Investments in unlisted shares at FVTOCI represent investments in start-ups, measured at cost and adjusted for impairment and revaluations based on relevant available information and recent financing rounds. Contingent consideration liability represents a contractual liability arising from business combinations to make payments to third parties in the form of milestone payments that depend on the achievement of certain regulatory approvals; and payments based on future sales of certain products. The valuation for the payments that are based on future sales is based on a discounted cash flow model applied to projected future sales for a period of six years (2023: seven years). The key assumption used for this valuation is the sales projections informed by pricing and volume assumptions which were determined using a probability weighted average of different possibilities on sales growth rates, discounted using a post-tax rate of 8.1% (2023: 9.3%). The valuation for milestone payments is based on 100% probability of success. As of 31 December 2024, the milestone payments were classified as a current liability and therefore were not impacted by the time value of money (2023: discounted using a rate of 6%). Liquidity risk Less than one One to five More than five Undiscounted cash flows for financial liabilities year years years Total 2024 $m $m $m $m Interest-bearing long-term loans and borrowings (Note 28) (677) (683) (2) (1,362) Interest-bearing short-term loans and borrowings (Note 24) (3) – – (3) Interest-bearing overdrafts (Note 24) (5) – – (5) Interest-bearing import and export loans (Note 24) (14) – – (14) Interest-bearing lease liabilities (Note 17) (14) (26) (38) (78) Trade and other payables (Note 25) (650) – – (650) Contingent consideration (Notes 27 and 30) (86) (82) (8) (176) (1,449) (791) (48) (2,288) Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 195 29. Financial policies for risk management and their objectives continued Less than one One to five More than five Undiscounted cash flows for financial liabilities year years years Total 2023 $m $m $m $m Interest-bearing long-term loans and borrowings (Note 28) (157) (1,060) (5) (1,222) Interest-bearing short-term loans and borrowings (Note 24) – – – – Interest-bearing overdrafts (Note 24) (2) – – (2) Interest-bearing import and export loans (Note 24) (46) – – (46) Interest-bearing lease liabilities (Note 17) (14) (29) (48) (91) Trade and other payables (Note 25) (568) – – (568) Co-development and earnout payment (Notes 27 and 30) (2) – – (2) Contingent consideration (Notes 27 and 30) (28) (24) (4) (56) (817) (1,113) (57) (1,987) The Group regularly monitors all cash, cash equivalents and debt to maintain liquidity needs. This is done by analysing debt headroom and expected cash flows. The Group seeks to be proactive in its liquidity management to avoid any adverse liquidity effect. At 31 December 2024, the Group had undrawn facilities of $1,297 million (2023: $1,613 million). Of these facilities, $924 million (2023: $1,284 million) were committed long-term facilities. 30. Other non-current liabilities As at 31 December 2024 2023 $m $m Contingent consideration (Notes 27 and 29) 68 16 Acquired contingent liability (Note 27) 29 54 Deferred income (Note 27) 30 – 127 70 Contingent consideration liability represents a contractual liability arising from business combinations to make payments to third parties in the form of milestone payments that depend on the achievement of certain regulatory approvals; and payments based on future sales of certain products. The current portion of these liabilities are recognised in other current liabilities (Note 27). The contingent consideration liability is accounted for as a financial liability at fair value under IFRS 9 (Note 29). The acquired contingent liability was recognised as part of business combination. On acquisition, the acquired contingent liability was recognised at fair value under IFRS 3 ’Business Combinations’ and it is subsequently measured at the higher of the amount that would be recognised under IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and the amount initially recognised less any settlements made in respect of the liability. 31. Share capital Issued and fully paid – included in shareholders’ equity: Number $m At 31 December 2022 and 1 January 2023 233,069,085 40 Shares issued for employees share scheme 845,519 – At 31 December 2023 and 1 January 2024 233,914,604 40 Shares issued for employees share scheme 805,082 – At 31 December 2024 234,719,686 40 As at 31 December 2024, 12,833,233 of the issued share capital were held as treasury shares (2023: 12,833,233), and 1,455,190 shares were held in the employee benefit trust (EBT) (2023: nil). Treasury shares have no right to receive dividends, and the employee benefit trust (EBT) has waived its entitlement to dividends. While the voting rights attached to treasury shares are not exercisable, shares held in the EBT retain their voting rights. A total of 220,431,263 shares were in free issue (2023: 221,081,371). In 2024, share capital increased by 805,082 shares issued to satisfy exercised share grants under the share-based compensation schemes (2023: 845,519). Of these, 186 shares were allocated to the EBT and retained within the trust. Shares held in the EBT were acquired using funds provided by the Group to fulfil its obligation to deliver shares when employees exercise their awards. These shares are deducted from other reserves, with a corresponding transfer to retained earnings when utilised for the exercise of share awards. During the year, the Group acquired 1,500,000 shares for a total consideration of $38 million, and 44,996 shares were utilised for the exercise of awards. 196 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 32. Cash generated from operating activities 2024 2023 $m $m Profit before tax 455 281 Adjustments for depreciation, amortisation and impairment charges/reversals of: Property, plant and equipment 80 110 Intangible assets 78 131 Right-of-use assets 10 18 Gain from investment at fair value through profit or loss (FVTPL) (1) (2) Cost of equity-settled employee share scheme 27 25 Finance income (8) (7) Finance expense 167 95 Foreign exchange loss and net monetary hyperinflation impact 16 6 Group's share of profit of joint venture (1) – Loss on sale of assets held for sale 1 – Changes in working capital: Change in trade and other receivables (144) (24) Change in other current assets 4 (9) Change in inventories (112) (115) Change in trade and other payables 78 88 Change in other current liabilities 36 13 Change in provisions (1) 127 Change in other non-current assets – 5 Change in other non-current liabilities 4 (5) Cash flow from operating activities 689 737 Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 197 33. Reconciliation of movement in net debt 2024 2023 $m $m Interest-bearing loans and borrowings (Notes 24 and 28) Balance at 1 January 1,125 1,213 Proceeds from issue of long-term financial debts 684 778 Proceeds from issue of short-term financial debts 387 437 Repayment of long-term financial debts (536) (841) Repayment of short-term financial debts (411) (467) Amortisation of upfront fees 3 2 Foreign exchange translation movements (3) 3 Balance at 31 December 1,249 1,125 Lease liabilities (Note 17) Balance at 1 January 66 70 Additions 11 6 Business combination (Note 34) 2 – Adjustments (1) – Repayment of lease liabilities (21) (10) Balance at 31 December 57 66 Total Debt 1,306 1,191 Cash and cash equivalents (Note 22) (188) (205) Restricted cash (Note 19) – (10) Net debt 1 1,118 976 1. Net debt includes long and short-term financial debts and lease liabilities, net of cash and cash equivalents and restricted cash (if any). Net debt excludes co-development and earnout payments, acquired contingent liabilities and contingent consideration 34. Business combination Xellia Pharmaceuticals (Xellia) On 10 September 2024, the Group completed the acquisition of Xellia Pharmaceuticals’ US finished dosage form (FDF) business, related assets and 100% of the issued share capital of Xellia Croatia (R&D centre) for a total consideration of $202 million. This comprises a cash payment of $153 million, a contingent consideration of up to $50 million, subject to the achievement of certain regulatory and commercial milestones minus working capital adjustment of $1 million. The acquisition has been accounted for as a business combination in accordance with IFRS 3 ‘Business Combinations’. The fair value of net assets acquired in the transaction and the goodwill are provisional, with the identifiable assets and liabilities recognised as follows: $m Property, plant and equipment (Note 16) 115 Product-related intangible assets (Note 15) 73 Inventories 14 Cash and cash equivalents 3 Right-of-use assets (Note 17) 2 Lease liabilities (Note 17) (2) Other payables (5) Net identifiable assets acquired 200 Add: Goodwill (Note 15) 2 Total consideration 202 Satisfied by: Cash consideration 153 Contingent consideration (Note 27) 50 Working capital adjustments (1) 202 Cash consideration 153 Less: cash and cash equivalents acquired (3) Net cash outflow arising from acquisition 150 198 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 34. Business combination continued The Group believes this acquisition will drive long-term growth and success by supporting the expansion of the Injectables segment while diversifying and strengthening its portfolio. Furthermore, the acquisition of the manufacturing site, along with complex manufacturing technologies, will enhance capacity and capabilities after the plant’s commissioning and refurbishment is completed. Additionally, the integration of R&D teams from both companies will strengthen research and development capabilities. The goodwill recognised reflects synergies from expanded manufacturing capacity, enhanced sales, marketing, and R&D capabilities, and the diversification of the business portfolio and is not amortisable for tax purposes. Goodwill has been allocated to the Group’s Injectables segment. Product-related intangible assets comprise product rights of $73 million measured at fair value using a Multi-Period Excess Earnings Method (MPEEM). Property, plant and equipment mainly include land and buildings valued at $52 million, as well as machinery, equipment and assets under construction valued at $63 million. These assets were mainly valued using the cost approach. As part of this acquisition, the Group recognised contingent consideration of $50 million as of the acquisition date. The amount was calculated on the assumption of a 100% probability of successfully achieving certain regulatory and commercial milestones. Since payment is expected within one year, no adjustment for net present value has been made to the value of the contingent consideration. The acquisition-related cost of $2 million was recognised as an expense under selling, general and administrative expenses in the consolidated income statement. The business was acquired on 10 September 2024, contributing $24 million in revenue on both a reported and core basis, with a $1 million reported loss for the year and a core profit of $3 million. Had the acquisition occurred on the first day of the financial year, it would have contributed approximately $83 million to the Group's core revenue and a core profit of $11 million. 35. Contingent liabilities Standby letters of credit and letters of guarantees A contingent liability existed at the balance sheet date in respect of standby letters of credit and letters of guarantees totalling $49 million (2023: $55 million) arising in the normal course of business. No provision for these liabilities has been made in these consolidated financial statements. A contingent liability existed at the balance sheet date for standby letters of credit totalling $14 million (2023: $14 million) for potential stamp duty obligations that may arise from the repayment of loans by intercompany guarantors. It’s not probable that any repayment will be made by the intercompany guarantors. Legal proceedings The Group is involved in a number of legal proceedings in the ordinary course of its business, including actual or threatened litigation and actual or potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices, infringement of IP rights, the validity of certain patents and competition laws. Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of a loss being sustained and/or an estimate of the amount of any loss is difficult to ascertain. It is the Group’s policy to provide for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. In the proceedings noted herein, the Group currently believes it has meritorious defences and intends to vigorously defend itself. From time to time, however, the Group may settle or otherwise resolve these matters on terms and conditions that it believes to be in its best interest. Litigation outcomes and contingencies are unpredictable and excessive verdicts can occur. Any legal proceeding, regardless of the merits, might result in substantial costs to defend or settle or otherwise negatively affect our business. – In Re Generic Pharmaceuticals Pricing Antitrust Litigation . Starting in 2016, more than 30 complaints have been filed against Group entities in the United States on behalf of putative classes of direct and indirect purchasers of generic drug products, as well as several individual direct action retailer and third party payor plaintiffs. These complaints allege that more than forty generic pharmaceutical defendants, including the Group entities, engaged in conspiracies to fix, increase, maintain and/or stabilise the prices and market shares of certain generic drug products during the periods of approximately 2010 to 2016. The plaintiffs seek unspecified treble monetary damages, which can be significantly higher than the profits Hikma made on the alleged drug products, and equitable injunctive relief under federal and state antitrust and consumer protection laws. The lawsuits have been consolidated in a multidistrict litigation (MDL) in the United States District Court for the Eastern District of Pennsylvania (In re Generic Pharmaceuticals Pricing Antitrust Litigation, No. 2724, (E.D. Pa.)). At this point in the proceedings, the Group does not believe sufficient evidence exists to make a reasonable estimate of any potential liability. – Xyrem® (Sodium Oxybate) Antitrust Litigation . Starting in June 2020, more than 20 complaints have been filed in the United States on behalf of both individual plaintiffs and putative classes of direct and indirect purchasers, as well as third party payors, of Xyrem® against certain Group entities, Jazz Pharmaceuticals PLC, and other defendants. These complaints allege that Jazz and its subsidiaries entered into unlawful “pay-for- delay” anticompetitive reverse payment agreements with Hikma in settling patent infringement lawsuits over Xyrem® and delaying generic competition to Xyrem®. The plaintiffs in these lawsuits seek treble monetary damages, which can be significantly higher than the profits Hikma makes from selling sodium oxybate, and equitable injunctive relief under federal and state antitrust and consumer protection laws. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 199 35. Contingent liabilities continued Currently, most of these cases have been consolidated for pretrial purposes in multidistrict litigation (“MDL”) in the United States District Court for the Northern District of California (In re: Xyrem (Sodium Oxybate) Antitrust Litigation, No.2966, (N.D. Cal.)). A jury trial involving most of the MDL plaintiffs has been scheduled to start May 19, 2025. Hikma was also named as a defendant in a substantially similar action filed by Aetna Inc. in California state court (Aetna Inc. v. Jazz Pharms., Inc. et al, No. 22 CV 010951 (Cal. Super. Ct.)). The Aetna matter does not yet have a trial date. At this point, the Group does not believe sufficient evidence exists to make a reasonable estimate of any potential liability. – Amarin Pharma Inc. v. Hikma Pharmaceuticals PLC . In November 2020, Amarin Pharmaceuticals filed a patent infringement lawsuit against certain Group entities in the United States District Court for the District of Delaware (No. 20-cv-1630) alleging that Hikma’s sales, distribution and marketing of its generic icosapent ethyl product infringe three Amarin patents that describe certain methods of using icosapent ethyl. Amarin sought an injunction barring Hikma from selling its generic product as well as unspecified damages. Hikma’s product is not approved for the alleged patented methods but rather is approved only for a different indication not covered by any valid patents. In January 2022 the district court dismissed the lawsuit, and Amarin appealed the court’s ruling to the United States Court of Appeals for the Federal Circuit. On June 25, 2024, the Federal Circuit reversed the district court’s decision, held that Amarin has plausibly pleaded a potential claim for induced infringement, and remanded the case for further proceedings at the district court. A trial is scheduled to begin September 8, 2026. Meanwhile, Hikma has petitioned the United States Supreme Court to review the appeals court decision. At this point, the Group does not believe sufficient evidence exists to make a reasonable estimate of any potential liability. 36. Share-based payments Long-term incentive plan (LTIP) The 2023 Long-Term Incentive Plan (LTIP) was introduced under the 2023 Remuneration Policy and was approved by shareholders at the 2023 Annual General Meeting. Under the LTIP, the Company grants performance awards and restricted deferred bonus awards to Executive Directors of the Group, along with restricted awards for management. Three-year LTIP performance awards The three-year LTIP performance awards are conditional grants to the Executive Directors of the Group that are dependent on certain non-market and market conditions with a vesting period of three years from the grant date, and are then subject to a two-year holding period. The fair value per share is the face value of shares on the date of grant for non-market conditions. For market conditions, valuation is based on the Monte Carlo methodology. No discounting for dividend yield is applied as participants will receive the benefit of dividends paid during the vesting period in the form of additional shares. The cost is recognised, together with a corresponding increase in equity, on a straight-line basis over the vesting period after the grant date. The cost for the year was $7 million (2023: $4 million) and has been recorded in the consolidated income statement as part of selling, general and administrative expenses. Details of the outstanding grants under this plan are shown below: 2024 2023 grants grants 2023 grants Total 9 April 31 August 30 May Number Y ear 2024 Beginning balance – 27,829 608,514 636,343 Granted during the year 788,967 – – 788,967 Dividends equivalent during the year 8,661 888 18,220 27,769 Forfeited during the year (52,080) – (38,023) (90,103) Outstanding at 31 December 745,548 28,717 588,711 1,362,976 Exercisable at 31 December – – – – Weighted average remaining contractual life (years) 2.27 1.67 1.41 1.89 Y ear 2023 Beginning balance – – – Granted during the year 27,829 648,724 676,553 Dividends equivalent during the year – 6,350 6,350 Forfeited during the year – (46,560) (46,560) Outstanding at 31 December 27,829 608,514 636,343 Exercisable at 31 December – – – Weighted average remaining contractual life (years) 2.67 2.41 2.42 Fair value of each share at grant date $ 20.62 27.06 21.13 The share price at grant date $ 22.96 27.74 22.32 200 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 36. Share-based payments continued LTIP deferred bonus awards Under this scheme, 50% of the annual bonus is deferred into an award to the Executive Directors of the Group over shares for a vesting period of three years. Awards are subject to the achievement of Group and individual KPIs in the prior year. The cost of share-based payments for these share awards is measured by reference to the fair value at the date at which the awards are granted. Fair value is determined based on the share price as at the date of grant. No discounting for dividend yield is applied as participants will receive the benefit of dividends paid during the vesting period in the form of additional shares. The cost is recognised together with a corresponding increase in equity, on a straight-line basis over the year of performance and the vesting period after the grant date. The cost of the deferred bonus awards of $0.7 million (2023: $0.5 million) has been recorded in the consolidated income statement as part of selling, general and administrative expenses. Details of the outstanding grants under this plan are shown below: 2024 grants Total 9 April Number Y ear 2024 Granted during the year 75,587 75,587 Dividends equivalent during the year 963 963 Outstanding at 31 December 76,550 76,550 Exercisable at 31 December – – Weighted average remaining contractual life (years) 2.27 2.27 Fair value of each share at grant date $ 22.96 The share price at grant date $ 22.96 Two-year LTIP restricted awards Under this award, the Group makes grants of conditional awards to management across the Group for a period of two years. Awards are dependent on the achievement of individual and Group KPIs one year prior to the grant. The cost of share-based payments for these share awards is measured by reference to the fair value at the date at which the awards are granted. Fair value is determined based on the share price as at the date of grant discounted by dividend yield. This cost is recognised together with a corresponding increase in equity, on a straight-line basis over the year of performance and the vesting period after the grant date. The cost of the two-year LTIP awards of $11 million (2023: $nil million) has been recorded in the consolidated income statement as part of selling, general and administrative expenses. The weighted average exercise share price for 2024 is $25.45. Details of the outstanding grants under this plan are shown below: 2024 grants Total 9 April Number Y ear 2024 Granted during the year 922,023 922,023 Exercised during the year (1,633) (1,633) Forfeited during the year (66,541) (66,541) Outstanding at 31 December 853,849 853,849 Exercisable at 31 December – – Weighted average remaining contractual life (years) 1.27 1.27 Fair value of each share at grant date $ 21.75 The share price at grant date $ 22.96 Expected dividend yield % 2.74% Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 201 36. Share-based payments continued Executive incentive plan The 2014 Executive Incentive Plan (EIP) was approved by shareholders at the 2014 Annual General Meeting. The EIP is a combined cash bonus (element A), deferred shares (element B) and restricted shares (element C) scheme. In 2023, this plan was replaced by the 2023 Long-Term Incentive Plan (LTIP). Under the EIP, the Company made grants of conditional awards under element B to the senior management level of the Group. Awards were dependent on the achievement of individual and Group KPIs over one year prior to grant and a two-year vesting period, and are then subject to a two- year holding period during which they are subject to forfeiture conditions. The cost of the EIP of $6 million (2023: $11 million) has been recorded in the consolidated income statement as part of selling, general and administrative expenses and research and development expenses. The fair value per share is the face value of share on the date of grant less the present value of dividends expected to be paid during the vesting period. The weighted average exercise share price for 2024 is $25.29. Details of the outstanding grants under this plan are shown below: 2023 2023 2022 2022 2021 2021 2020 2020 2019 2018 2017 2016 2016 2015 grants grants grants grants grants grants grants grants grants grants grants grants grants grants Total 30 May 30 May 25 Feb 25 Feb 25 Feb 25 Feb 27 Feb 27 Feb 12 March 16 May 13 Apr 11 May 17 March 10 April Number Y ear 202 4 Beginning balance 153,847 583,295 115,361 399,252 100,442 – – – – 14,257 27,508 – 38,350 – 1,432,312 Exercised during the year (2,558) (15,218) (9,013) (391,377) (100,442) – – – – – – – – – (518,608) Forfeited during the year (5,744) (12,638) (3,392) (7,875) – – – – – – – – – – (29,649) Outstanding at 31 December 145,545 555,439 102,956 – – – – – – 14,257 27,508 – 38,350 – 884,055 Exercisable at 31 December – – – – – – – – – 14,257 27,508 – 38,350 – 80,115 Weighted average remaining contractual life (years) 1.41 0.41 0.15 – – – – – – 3.38 2.36 1.21 – 0.69 Y ear 2023 Beginning balance – – 126,139 421,948 109,104 334,084 134,038 – – 14,257 27,508 – 51,350 12,012 1,230,440 Granted during the year 167,643 602,131 – – – – – – – – – – – – 769,774 Exercised during the year (13,796) (18,836) (10,778) (20,547) (8,662) (323,926) (134,038) – – – – – (13,000) (12,012) (555,595) Forfeited during the year – – – (2,149) – (10,158) – – – – – – – – (12,307) Outstanding at 31 December 153,847 583,295 115,361 399,252 100,442 – – – – 14,257 27,508 – 38,350 – 1,432,312 Exercisable at 31 December – – – – – – – – – 14,257 27,508 – 38,350 – 80,115 Weighted average remaining contractual life (years) 2.41 1.41 1.16 0.15 0.15 – – – – 4.38 3.36 – 2.21 – 1.15 Fair value of each share at grant date $ 21.30 21.30 25.00 25.38 31.71 32.17 23.70 24.10 20.63 18.45 23.52 31.69 26.21 32.78 The share price at grant date $ 22.32 22.32 26.14 26.14 33.09 33.09 24.91 24.91 21.75 19.09 23.98 32.15 26.98 33.24 Expected dividend yield % 2.36% 2.36% 1.50% 1.50% 1.43% 1.43% 1.67% 1.67% 1.79% 1.71% 0.97% 0.73% 0.71% 0.81% 202 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 36. Share-based payments continued Management incentive plan The 2009 Management Incentive Plan (MIP) was approved by shareholders at the 2010 Annual General Meeting and the 2018 MIP was approved by shareholders at the 2018 Annual General Meeting. Under the MIP, the Company made grants of conditional awards to management across the Group below senior management level. Awards were dependent on the achievement of individual and Group KPIs one year prior to grant and a two-year vesting period. This plan was replaced by the 2023 Long-Term Incentive Plan (LTIP). The cost of the MIP of $3 million (2023: $10 million) has been recorded in the consolidated income statement as part of selling, general and administrative expenses, cost of sales and research and development expenses. The fair value per share is the face value of shares on the date of grant less the present value of dividends expected to be paid during the vesting period. The weighted average exercise share price for 2024 is $25.27. Details of the outstanding grants under this plan are shown below: 2023 2022 2021 2020 2018 2017 2016 2015 2014 2013 grants grants grants grants grants grants grants grants grants grants Total 30 May 25 Feb 25 Feb 27 Feb 16 May 19 May 11 May 14 May 11 June 17 May Number Y ear 202 4 Beginning balance 545,683 327,434 – – 707 – – – – – 873,824 Exercised during the year (16,550) (313,101) – – – – – – – – (329,651) Forfeited during the year (58,739) (12,405) – – – – – – – – (71,144) Outstanding at 31 December 470,394 1,928 – – 707 – – – – – 473,029 Exercisable at 31 December 1,958 1,928 707 4,593 Weighted average remaining contractual life (years) 0.41 0.08 – – 3.38 – – – – – 0.41 Y ear 2023 Beginning balance – 347,795 290,650 920 707 1,877 1,799 931 1,290 1,679 647,648 Granted during the year 559,930 – – – – – – – – – 559,930 Exercised during the year (73) (4,998) (276,357) (920) – (1,877) (1,799) (931) (1,290) (1,679) (289,924) Forfeited during the year (14,174) (15,363) (14,293) – – – – – – – (43,830) Outstanding at 31 December 545,683 327,434 – – 707 – – – – – 873,824 Exercisable at 31 December 114 2,502 – – 707 – – – – – 3,323 Weighted average remaining contractual life (years) 1.41 0.15 – – 4.38 – – – – – 0.94 Fair value of each share at grant date $ 21.3 25.38 32.17 24.10 18.45 22.09 31.73 32.17 27.73 14.61 The share price at grant date $ 22.32 26.14 33.09 24.91 19.09 22.54 32.20 32.63 28.33 14.93 Expected dividend yield % 2.36% 1.50% 1.43% 1.67% 1.71% 1.01% 0.73% 0.71% 0.71% 1.10% Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 203 37. Related parties Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this Note. Transactions between the Group and its joint venture and other related parties are disclosed below. Trading transactions: During the year ended 31 December 2024, the Group entered into the following transactions with related parties: Darhold Limited (Darhold): is a related party of Hikma because three Directors of Hikma jointly constitute the majority of directors and shareholders (with immediate family members) in Darhold and because Darhold owns 25.56% (2023: 25.65%) of the share capital and 27.04% (2023: 27.14%) of the voting capital of Hikma. Other than dividends (as paid to all shareholders), there were no transactions between the Group and Darhold Limited during the year. Hubei Haosun Pharmaceutical Co., Ltd.: is a related party of Hikma because the Group holds an interest of 49% in the joint venture (JV) with Haosun (2023: 49%). During the year, total direct purchases from Haosun were $3.2 million (2023: $1.2 million). In addition, in certain countries the Group purchases from Haosun indirectly. During the year total indirect purchases from Haosun were $0.7 million (2023: $0.7 million). Labatec Pharma (Labatec): is a related party of the Group because Labatec is owned by the family of two Directors of Hikma. During the year, total Group sales to Labatec amounted to $2.9 million (2023: $2.4 million), and total Group purchases amounted to $1.7 million (2023: $1.3 million). At 31 December 2024, the net amount owed by Labatec to the Group was $0.8 million (2023: $0.6 million). Remuneration of key management personnel The remuneration of the key management personnel (comprising the Executive Directors, Non-Executive Directors and the senior management as set out in the corporate governance report) of the Group is set out below in aggregate for each of the categories specified in IAS 24 ‘Related Party Disclosures’. Further information about the remuneration of the individual Directors is provided in the audited part of the Remuneration Committee report on pages 116 to 139. 2024 2023 $m $m Short-term employee benefits 15.2 15.6 Share-based payments 10.7 9.5 Other benefits 1.7 0.6 27.6 25.7 204 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 38. Subsidiaries and joint venture The subsidiaries and joint venture of Hikma Pharmaceuticals PLC are as follows: Owned by the Group Ownership % Ownership% Ordinary Shares Ordinary Shares At 31 December At 31 December Company’s name Incorporated in Address of the registered office 2024 2023 Zone d’Activité, Propriété N° 379 Section N° 04 Staoueli, Al Jazeera Pharmaceutical Industry S.A.R.L Algeria Algeria 99% 99% Algerie Industrie Mediterraneene Du Medicament S.A.R.L. Algeria Zone d’Activité 16/15 Staoueli, Algeria 97% 97% Hikma Pharma Algeria S.A.R.L. Algeria Zone d’Activité 16/15 Staoueli, Algeria 100% 100% Zone d’Activité El Boustane N° 78, Sidi Abdellah, Al SPA Al Dar Al Arabia pour la Fabrication de Médicaments Algeria Rahmania, Algeria 100% 100% 5995 Avebury Rd, Suite 804, Mississauga, ON L5R 3P9, Hikma Canada Limited Canada Canada 100% 100% No 20 Juxian Road, Gedian Economic and Technology Hubei Haosun Pharmaceutical Co., Ltd. 1 China Development Area, Hubei, China 49% 49% Hikma d.o.o. Croatia Slavonska avenija 24/6 Zagreb (Grad Zagreb), Croatia 100% – 6th of October City, 2 nd Industrial Zone, Plot No.(1), Giza – Hikma Pharma S.A.E Egypt Egypt 100% 100% 6th of October City, 2 nd Industrial Zone, Plot No.(1), Giza – Hikma Pharmaceuticals Industries S.A.E Egypt Egypt 100% 100% 6th of October City, 2 nd Industrial Zone, Plot No.(1), Giza – Hikma Specialised Pharmaceuticals (S.A.E) Egypt Egypt 98% 98% 6th of October City, 2 nd Industrial Zone, Plot No.(1), Giza – Hikma for Importation Co. LLC Egypt Egypt 99% 99% 105 Rue Marcel Dassault, 92100 – Boulogne Billancourt – Hikma France France France 100% 100% Hikma Pharma GmbH Germany Lochhamer Strasse 13, 82152, Martinsried, Germany 100% 100% Schiffgraben 23, DE-38690, Goslar, OT Vienenburg, Thymoorgan Pharmazie GmbH Germany Germany 100% 100% 503, Matharu Arcade, Subhash Road Hikma Services India Private Limited India Vile Parle East, Mumbai-400057, India 100% 100% Hikma Italia S.p.A Italy Viale Certosa 10, 27100, Pavia, Italy 100% 100% Hikma Pharma Limited 2 Jersey 47 Esplanade, St Helier, JE1 0BD, Jersey 100% 100% Arab Medical Containers LLC Jordan P.O. Box 80, Sahab Industrial Estate, 11512, Jordan 100% 100% Arab Pharmaceutical Manufacturing PSC Jordan Al Buhaira – Salt, P.O. Box 42, Jordan 100% 100% 122 Queen Zain AlSharaf Street, Bayader Wadi Al-Seer, Hikma International Pharmaceuticals LLC (Exempt) Jordan Amman, Jordan 100% 100% Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al- Hikma International Ventures and Development LLC Hareth Street, Building 21, P.O. Box 182400, Amman, 11118, (Exempt) Jordan Jordan 100% 100% Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al- Hareth Street, Building 21, P.O. Box 182400, Amman, 11118, Hikma Investment LLC Jordan Jordan 100% 100% Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al- Hareth Street, Building 21, P.O. Box 182400, Amman, 11118, Hikma Pharmaceuticals LLC Jordan Jordan 100% 100% Al-Mushatta – Al Qastal Free Zone P.O. Box 182400 11118 Amman Hikma Pharmaceuticals LLC (Jordan) (FREE ZONE) Jordan JORDAN 100% 100% International Pharmaceutical Research Centre LLC Jordan P.O. Box 963166, Amman, 11196, Jordan 51% 51% Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al- Hareth Street, Building 21, P.O. Box 182400, Amman, 11118, Sofia Travel and Tourism Jordan Jordan 100% 100% Bayader Wadi Al-Seer, Industrial Area, Saleem Bin Al- Hareth Street, Building 21, P.O. Box 182400, Amman, 11118, Specialised for Pharmaceutical Industries LLC Jordan Jordan 100% 100% Riyadh Gallery, Olaya Street, P.O. Box 106229, Riyadh, Al Jazeera Pharmaceutical Industries Ltd KSA 11666, Saudi Arabia 100% 100% Hikma Pharmaceuticals for Foreign Companies 3005, Imam Saud bin Abdulaziz bin Mohammed Road, Headquarters Co. 2 KSA 7815 Riyadh 12262, Saudi Arabia 100% 100% 7709, Al Munisf, 3637 Hikma Pharma Industry KSA Riyadh, Saudi Arabia 100% – Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 205 38. Subsidiaries and joint venture continued Owned by the Group Ownership % Ownership % Ordinary Shares Ordinary Shares At 31 December At 31 December Company’s name Incorporated in Address of the registered office 2024 2023 Société de Promotion Pharmaceutique du Maghreb Zone Industrielle du Sahel, Rue N. 7, Had Soualem, (Promopharm S.A.) Morocco Province de Settat, Morocco 94% 94% Hikma Pharma Benelux B.V Netherlands Atoomweg 12, 1627 LE Hoorn, Netherlands 100% 100% Estrada Rio Da Mo no.8, 8ª, 8B-Fervenca, 2705-906, Hikma Farmaceutica, (Portugal) S.A Portugal Terrugem SNT, Portugal 100% 100% Estrada Nacional 9, Fervença, São João das Lampas e Lifotec Farmaceutica S.G.P.S S.A Portugal Terrugem, Sintra, Portugal 100% 100% Hikma Care for Medicines and Medical Supplies Company Palestine Mahatma Ghandi Street, Betunia Ramallah, Palestine 51% 51% Hikma Pharmaceuticals Palestine West Bank Al Birah, Ramallah 100% 100% Calle Anabel Segura no.11, Edificio A, planta 1a, oficina 2, Hikma Espana S.L Spain 28108 – Alcobendas, Madrid, Spain 100% 100% Khartoum State, Buri Al Lamab Area, Block (9), Building Pharma Ixir Co. Ltd Sudan No. (98), Sudan 51% 51% Sudan, Port Sudan, Egyptian Consulate Street, Building Savannah Pharmaceutical Industries Co. Ltd Sudan No. (5) – Block No. (3), Hay AlMatar 100% 100% Eurohealth International S.A.R.L. 2 Switzerland Rue des Battoirs 7, 1205 Genève, Switzerland 100% 100% 14 Rue 8609 – Zone Industrielle Charguia I – Tunis APM Tunisie S.A.R.L. Tunisia Carthage 2035 100% 100% STE D’Industrie Pharmaceutique Ibn Al Baytar Tunisia 11 Rue 8610 Charguia 1-2035 Tunis-Carthage, Tunisia 100% 100% Avenue Habib Bourguiba, Sidi Thabet, 2020 Ariana, STE Medicef Tunisia Tunisia 100% 100% United Arab Premises 202-204, Floor 2, Building 26, Dubai Health Care Hikma Emerging Markets and Asia Pacific FZ-LLC 2 Emirates City, United Arab Emirates 100% 100% United Arab The Oberoi Centre, Level 15, Business Bay, P.O. Box Hikma International Trading Limited 2 Emirates 36282, Dubai, United Arab Emirates 100% 100% United Arab Office No. FZJOB1020 Jebel Ali Free Zone, Dubai United Hikma MENA FZE 2 Emirates Arab Emirates 100% 100% 1 New Burlington Place, London, W1S 2HR, United Hikma UK Limited 2 United Kingdom Kingdom 100% 100% 1 New Burlington Place, London, W1S 2HR, United Hikma Ventures Limited 2 United Kingdom Kingdom 100% 100% 1 New Burlington Place, London, W1S 2HR, United West-Ward Holdings Limited United Kingdom Kingdom 100% 100% 1 New Burlington Place, London, W1S 2HR, United Hikma Pharmaceuticals International Limited United Kingdom Kingdom 100% 100% 1 New Burlington Place, London, W1S 2HR, United Hikma Intelligence Limited United Kingdom Kingdom – 100% Eurohealth (U.S.A.) Inc United States 200 Connell Drive, 4 th Floor Berkeley Heights, NJ 07922 100% 100% Hikma Speciality USA, Inc. United States 1900 Arlingate Lane, Columbus, Ohio 43228 100% 100% Hikma Labs Inc. United States 1809 Wilson Road, Columbus, Ohio 43228 100% 100% West-Ward Columbus Inc. United States 1809 Wilson Road, Columbus, Ohio 43228 100% 100% Hikma Injectables USA, Inc. United States 36 Stults Road, Dayton, New Jersey 08810 100% 100% Hikma Pharmaceuticals USA Inc. United States 200 Connell Drive, 4 th Floor Berkeley Heights, NJ 07922 100% 100% Hikma Finance USA LLC United States 200 Connell Drive, 4 th Floor Berkeley Heights, NJ 07922 100% 100% TACCA, LLC United States 703 Palomar Airport Road, Suite 280, Carlsbad, CA 92011 90% 90% Pytrione LLC United States 703 Palomar Airport Road, Suite 280, Carlsbad, CA 92011 84% 84% 1. The investments in joint venture are accounted for using the equity method (Note 18) 2. Owned by Hikma Pharmaceuticals PLC (‘the Company’) The investments in subsidiaries are all stated at cost in Hikma Pharmaceuticals PLC and are consolidated in line with IFRS 10. The Group’s subsidiaries principally operate in trading pharmaceuticals products and associated goods and services, except for Sofia Travel and Tourism subsidiary which coordinates employees’ travel arrangements. Companies marked () were incorporated as holding companies. 206 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the consolidated financial statements continued 39. Defined contribution retirement benefit plan The Group has defined contribution retirement plans in four of its subsidiaries: Hikma Pharmaceuticals PLC – United Kingdom, Hikma Pharmaceuticals LLC, Arab Pharmaceutical Manufacturing PSC and Hikma Pharmaceuticals USA Inc. The details of each contribution plan are as follows: Hikma Pharmaceuticals PLC Hikma Pharmaceuticals PLC has a defined contribution pension plan available for staff working in the United Kingdom whereby Hikma Pharmaceuticals PLC contributes 10% of basic salary. Employees are immediately entitled to 100% of the contributions, accessible only upon retirement. Hikma Pharmaceuticals PLC contributions for the year ended 31 December 2024 were $0.3 million (2023: $0.2 million). Hikma Pharmaceuticals LLC Hikma Pharmaceuticals LLC has an employee savings plan whereby Hikma Pharmaceuticals LLC fully matches employees’ contributions, which are fixed at 10% of basic salary. Employees are entitled to 100% of Hikma Pharmaceuticals LLC contributions after three years of employment with the Company. Hikma Pharmaceuticals LLC contributions for the year ended 31 December 2024 were $3.7 million (2023: $3.6 million). Arab Pharmaceutical Manufacturing PSC Arab Pharmaceuticals Manufacturing PSC has an employee savings plan whereby Arab Pharmaceuticals Manufacturing PSC fully matches employees’ contributions, which are fixed at 10% of basic salary. Employees are entitled to 100% of Arab Pharmaceuticals Manufacturing PSC contributions after three years of employment with the Company. Arab Pharmaceuticals Manufacturing PSC contributions for the year ended 31 December 2024 were $0.6 million (2023: $0.5 million). Hikma Pharmaceuticals USA Inc.: (401(k) Retirement Plan) Hikma Pharmaceuticals USA Inc. has a 401(k)-defined contribution plan, which allows all eligible employees to defer a portion of their income through contributions to the plan. Eligible employees can begin contributing to the plan after being employed for 90 days. Employees can defer up to 95% of their eligible income into the plan, not to exceed $23,000 (2023: $22,500), not including catch-up contributions available to eligible employees as outlined by the Internal Revenue Service. The company matches the employees’ eligible contribution dollar-for-dollar on the first 6% of eligible pay contributed to the plan. Employer contributions vest 50% after two years of service and 100% after three years of service. Employees are considered to have completed one year of service for the purposes of vesting upon the completion of 1,000 hours of service at any time during a plan year. Employer contributions to the plan for the year ended 31 December 2024 were $8 million (2023: $8 million). The assets of this plan are held separately from those of the Group. The only obligation of the Group with respect to this plan is to make specified contributions. Deferred Compensation Plan Hikma Pharmaceuticals USA Inc. has a defined contribution pension plan available for senior management personnel working in the United States whereby Hikma Pharmaceuticals USA Inc. contributes up to 10% of basic salary and eligible employees can defer up to 50% of their base salary and 100% of their variable compensation. Eligible employees are entitled to 100% of the contributions after completing 5 years of service after they become eligible for the plan. Hikma Pharmaceuticals USA Inc. contributions for the year ended 31 December 2024 were $0.7 million (2023: $0.6 million). Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 207 Company balance sheet At 31 December 2024 2024 2023 Note $m $m Non-current assets Investments in subsidiaries 3 3,291 3,303 Due from subsidiaries 4 39 32 Intangible assets 4 7 Right-of-use assets 2 3 Financial and other non-current assets 2 3 Property, plant and equipment 1 1 3,339 3,349 Current assets Trade and other receivables 5 346 304 Due from subsidiaries 4 69 39 Cash and cash equivalents 6 40 46 Other current assets 7 31 31 486 420 Total assets 3,825 3,769 Current liabilities Other payables 2 4 Due to subsidiaries 8 28 10 Short-term financial debts 9 84 61 Lease liabilities 2 2 Other current liabilities 22 19 138 96 Net current assets 348 324 Non-current liabilities Long-term financial debts 9 288 325 Due to subsidiaries 8 75 – Lease liabilities 1 3 364 328 Total liabilities 502 424 Net assets 3,323 3,345 Equity Share capital 11 40 40 Share premium 282 282 Other reserves (35) 2 Profit for the year 12 164 71 Retained earnings 2,872 2,950 Total equity 3,323 3,345 The financial statements of Hikma Pharmaceuticals PLC, registered number 5557934, on pages 207 to 213 were approved by the Board of Directors on 25 February 2025 and signed on its behalf by: Said Darwazah Executive Chairman 25 February 2025 Riad Mishlawi Chief Executive Officer 208 Hikma Pharmaceuticals PLC | Annual Report 2024 Company statement of changes in equity For the year ended 31 December 2024 Other reserves Share capital Share premium Capital redemption reserve Employee benefit trust (EBT) reserve (Note 11) Total other reserves Retained earnings Total $m $m $m $m $m $m $m Balance at 1 January 2023 40 282 2 – 2 3,062 3,386 Profit for the year – – – – – 71 71 Total comprehensive income for the year – – – – – 71 71 Cost of equity settled employee share scheme – – – – – 25 25 Dividends paid – – – – – (137) (137) Balance at 31 December 2023 and 1 January 2024 40 282 2 − 2 3,021 3,345 Profit for the year – – – – – 164 164 Total comprehensive income for the year – – – – – 164 164 Cost of equity settled employee share scheme – – – – – 27 27 Purchase of shares held in employee benefit trust (EBT) – – – (38) (38) – (38) Exercise of equity-settled employee share scheme – – – 1 1 (1) – Dividends paid – – – – – (175) (175) Balance at 31 December 2024 40 282 2 (37) (35) 3,036 3,323 At 31 December 2024 and 2023, the Company had retained earnings available for distribution of $1,998 million, which is determined with reference to the Companies Act 2006 and to the guidance issued by the Institute of Chartered Accountants in England and Wales in 2017. For the proposed final dividend for the year ended 31 December 2024, see Note 13 to the Group consolidated financial statements. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 209 Notes to the Company financial statements For the year ended 31 December 2024 1. Adoption of new and revised standards The impact of the new and revised standards on the Company is consistent with that on the Group. Details are given in Note 1 to the Group consolidated financial statements. 2. Significant accounting policies Basis of accounting The Company financial statements have been prepared in accordance with FRS 101. As permitted by FRS 101, the Company has taken advantage of the following exemptions from the requirements of IFRS Accounting Standards as below: – Paragraph 10(d) of IAS 1 ‘Presentation of Financial Statements’ (statement of cash flows) – Paragraph 16 of IAS 1 ‘Presentation of Financial Statements’ (statement of compliance with all IFRS Accounting Standards) – Paragraph 38A of IAS 1 ‘Presentation of Financial Statements’ (requirements for minimal of two primary statements, including cash flow statements) – Paragraph 45(b) and 46 to 52 of IFRS 2 ‘Share-based Payment’ – Paragraph 111 of IAS 1 ‘Presentation of Financial Statements’ (cash flow statement information) – Paragraphs 134 to 136 of IAS 1 'Presentation of Financial Statements' (capital disclosures) – IFRS 7 ‘Financial Instruments: Disclosure’ – Paragraph 17 of IAS 24 ‘Related Parties Disclosures’ – Paragraph 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ – IAS 7 ‘Statement of Cash Flow’ – Paragraphs 91 to 99 of IFRS 13 'Fair Value Measurement' No individual profit and loss account is prepared as provided by section 408 of the Companies Act 2006. The Company financial statements have been prepared under the historical cost basis, except for the revaluation to fair value of certain financial assets and liabilities. The principal accounting policies adopted are the same as those set out in Note 2 to the Group consolidated financial statements with the addition of the policies noted below. Investment in subsidiaries Investments in subsidiaries are stated at cost less, where appropriate, provision for impairment. The carrying value of investments is reviewed for impairment when there is an indication that the investment might be impaired. Any provision resulting from an impairment review is charged to the Company profit and loss. Testing for impairment requires making estimates for the valuation of the investments. Financial assets at amortised cost Trade receivables acquired from subsidiaries through an intercompany factoring arrangement and intercompany receivables are classified as financial assets at amortised cost and are measured at amortised cost using the effective interest method less any expected credit loss. The Company applies a general approach in calculating expected credit loss for the intercompany receivables. At the reporting date, all outstanding balances were considered to have low credit risk; therefore, the general approach using a 12-month probability of default was applied when assessing expected credit loss on a 12-month period basis. The Company applies a simplified approach for the intercompany factoring arrangement. Share-based payments Equity-settled employee share schemes are accounted for in accordance with IFRS 2 ‘Share based payment’. The current charge relating to the subsidiaries’ employees is recharged to the respective subsidiary. The Company provides funding to the employee benefit trust (EBT) to acquire Company shares, fulfilling its obligation to deliver shares when employees, including those within the Company’s subsidiaries, exercise their awards. Shares held by the EBT are deducted from other reserves, with a corresponding transfer to retained earnings upon the exercise of share awards. There are no critical judgements and estimates involved in applying the above accounting policies, that may have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year. The presentational and functional currency of Hikma Pharmaceuticals PLC is the US dollar as the majority of the Company’s transactions are conducted in US dollars. 210 Hikma Pharmaceuticals PLC | Annual Report 2024 3. Investments in subsidiaries The details of investment in subsidiaries are stated in Note 38 to the Group consolidated financial statements. The following table provides the movement of the investments in subsidiaries: 2024 2023 $m $m Beginning balance 3,303 3,296 Additions to subsidiaries – 7 Impairment charges (12) – Ending balance 3,291 3,303 The movement for the year reflects an impairment of the investment in Hikma Ventures Limited, driven by a decline in its net asset value. 4. Due from subsidiaries Non-current As at 31 December 2024 2023 $m $m Hikma UK Limited 19 12 Hikma Pharma Industry 20 – Al Jazeera Pharmaceuticals Industries Ltd – 20 Hikma Emerging Markets and Asia Pacific FZ-LLC 4 4 Less: provision for expected credit loss (4) (4) 39 32 Current As at 31 December 2024 2023 $m $m Hikma Pharmaceuticals USA Inc. 49 13 Al Jazeera Pharmaceuticals Industries Ltd 2 5 Hikma Emerging Markets and Asia Pacific FZ-LLC 7 7 Hikma MENA FZE – 7 Arab Pharmaceutical Manufacturing PSC 4 1 Hikma Pharma S.A.E 2 3 Others 12 10 Less: provision for expected credit loss (7) (7) 69 39 5. Trade and other receivables As at 31 December 2024 2023 $m $m Trade and other receivables 346 304 The credit risk associated with these factored receivables is similar to that of the Group’s US receivables since it relates to the same credit portfolio and customers. Notes to the Company financial statements continued Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 211 6. Cash and cash equivalents As at 31 December 2024 2023 $m $m Cash at banks and on hand 8 12 Time deposits 32 34 40 46 Cash and cash equivalents include highly liquid investments with maturities of three months or less which are convertible to known amounts of cash and are subject to insignificant risk of changes in value. 7. Other current assets As at 31 December 2024 2023 $m $m Investments at FVTPL 25 24 Prepayments 5 6 Others 1 1 31 31 Investment at FVTPL comprises a portfolio of debt instruments that are managed by an asset manager and which the Company has designated as measured at fair value through profit or loss. These assets are classified as level 1 as they are based on quoted prices in active markets (See Note 29 to the Group consolidated financial statements). 8. Due to subsidiaries Non-current As at 31 December 2024 2023 $m $m Al Jazeera Pharmaceuticals Industries Ltd 45 – Hikma Pharmaceuticals LLC 30 – 75 – The balances above relate to intercompany revolving credit facilities executed in the last quarter of the year used for cash management purposes. Current As at 31 December 2024 2023 $m $m Hikma Pharmaceuticals LLC 20 8 Hikma Farmaceutica, (Portugal) S.A 4 1 Hikma Pharmaceuticals for Foreign Companies Headquarters Co. 2 – Others 2 1 28 10 212 Hikma Pharmaceuticals PLC | Annual Report 2024 Notes to the Company financial statements continued 9. Financial debts As at 31 December 2024 2023 $m $m Long-term loans 375 391 Less: current portion of long-term loans (84) (61) Less: upfront fees (3) (5) Non-current financial debts 288 325 Financial debts include: a) $1,150 million syndicated revolving credit facility that matures on 4 January 2029. At 31 December 2024, the facility had an outstanding balance of $240 million (2023: $nil) and a fair value of $240 million (2023: $nil) and an unutilised amount of $910 million (2023: $1,150 million). This facility is available in two tranches: one tranche of $760 million for Hikma Pharmaceuticals PLC, of which $55 million was utilised (2023: $nil), and a second tranche of $390 million for Hikma Finance USA LLC, of which $185 million was utilised (2023: $nil). This facility can be used for general corporate purposes b) A $400 million five-year syndicated loan facility that matures on 13 October 2027. At 31 December 2024, the facility had an outstanding balance of $162 million (2023: $315 million) and a fair value of $162 million (2023: $315 million). This facility was granted in two tranches: one tranche of $250 million for Hikma Pharmaceuticals PLC, of which the outstanding balance at 31 December 2024 was $72 million (2023: $205 million), and a second tranche of $150 million for Hikma Finance USA LLC with an outstanding balance of $90 million (2023: $110 million). The proceeds were used for general corporate purposes c) A $200 million eight-year loan facility from the International Finance Corporation and Managed Co-lending Portfolio program that matures on 15 September 2028. At 31 December 2024, the facility had an outstanding balance of $185 million (2023: $100 million) and a fair value of $185 million (2023: $100 million) d) A $150 million ten-year loan facility from the International Finance Corporation that matures on 15 December 2027. At 31 December 2024, the facility had an outstanding balance of $63 million (2023: $86 million) and a fair value of $61 million (2023: $80 million). The proceeds were used for general corporate purposes The weighted average interest rates incurred by the Group are disclosed in Notes 24 and 28 to the of the Group consolidated financial statements. 10. Staff costs Hikma Pharmaceuticals PLC has an average of 30 employees (2023: 26 employees) (excluding Executive Directors); with a total compensation expense of $8 million (2023: $6 million), of which salaries and bonuses were $6 million (2023: $5 million), the remaining $2 million (2023: $1 million) mainly represents national insurance contributions and other employee benefits. Further information about the remuneration of the individual Directors is provided in the audited part of the Remuneration Committee report on pages 116 to 139. 11. Share capital Issued and fully paid – included in shareholders’ equity: Number $m As at 1 January 2023 233,069,085 40 Shares issued for employees share scheme 845,519 – At 31 December 2023 and 1 January 2024 233,914,604 40 Shares issued for employees share scheme 805,082 – As at 31 December 2024 234,719,686 40 As at 31 December 2024, 12,833,233 of the issued share capital were held as treasury shares (2023: 12,833,233), and 1,455,190 shares were held in the employee benefit trust (EBT) (2023: nil). Treasury shares have no right to receive dividends, and the employee benefit trust (EBT) has waived its entitlement to dividends. While the voting rights attached to treasury shares are not exercisable, shares held in the EBT retain their voting rights. A total of 220,431,263 shares were in free issue (2023: 221,081,371). In 2024, share capital increased by 805,082 shares issued to satisfy exercised share grants under the share-based compensation schemes (2023: 845,519). Of these, 186 shares were allocated to the EBT and retained within the trust. Shares held in the EBT were acquired using funds provided by the Company to fulfil its obligation to deliver shares when employees, including those within the Company’s subsidiaries, exercise their awards. These shares are deducted from other reserves, with a corresponding transfer to retained earnings when utilised for the exercise of share awards. During the year, the Company acquired 1,500,000 shares for a total consideration of $38 million, and 44,996 shares were utilised for the exercise of awards. Strategic Corporate Financial report governance statements Hikma Pharmaceuticals PLC | Annual Report 2024 213 12. Profit for the year The net profit in the Company for the year is $164 million (2023: $71 million), this mainly includes dividend income of $198 million (2023: $70 million) in addition to factoring income from subsidiary, general and administrative expenses and net financing expenses. Audit fees for the Company are included within fees to the Company's auditor and its associates for the audit of the parent company and consolidated financial statements as disclosed in Note 7 to the Group consolidated financial statements. 13. Contingent liabilities and financial guarantees A contingent liability existed at the balance sheet date for standby letters of credit totalling $14 million (2023: $14 million) for potential stamp duty obligations that may arise from the repayment of loans by intercompany guarantors. It is not probable that any repayment will be made by the intercompany guarantors. In addition, the Company guaranteed Hikma Finance USA LLC $500 million, 3.25%, five-year Eurobond issued in July 2020 (Note 28 to the Group consolidated financial statements). The Company has also guaranteed Hikma Pharmaceuticals USA Inc. contingent consideration related to a business combination with a carrying value as of 31 December 2024 of $103 million (2023: $41 million) (Note 27 and 30 to the Group consolidated financial statements). Financial guarantees issued by the Company on behalf of subsidiaries are accounted for at fair value in accordance with IFRS 9. The fair value of these liabilities is immaterial given the low probability of default for any of the related subsidiaries. 214 Hikma Pharmaceuticals PLC | Annual Report 2024 2025 ﬁnancial calendar 20 March 2024 ﬁnal dividend ex-dividend date 21 March 2024 ﬁnal dividend record date 24 April Annual General Meeting 1 May 2024 ﬁnal dividend paid to shareholders 7 August 2025 interim results and interim dividend announced 14 August 2025 interim dividend ex-dividend date 15 August 2025 interim dividend record date 18 September* 2025 interim dividend paid to shareholders * Provisional dates Shareholding enquiries Enquiries or information concerning existing shareholdings should be directed to Hikma’s Registrar, MUFG Corporate Markets, either: – in writing to Shareholder Services, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL – by telephone on 0371 664 0300. Lines are open 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. Calls to 0371 are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate – by email to [email protected] – online at www.hikmashares.com/welcome Dividend payments – currency Hikma declares dividends in US dollars. Unless you have elected otherwise, you will receive your dividend in US dollars. Shareholders can opt to receive the dividend in pound sterling or Jordanian dinar. The Registrar retains records of the dividend currency for each shareholder and only changes them at the shareholder’s request. If you wish to change the currency in which you receive your dividend please contact the Registrar. Dividend payments – bank transfer Shareholders who currently receive their dividend by cheque can request a dividend mandate form from the Registrar and have their dividend paid direct into their bank account on the same day as the dividend is paid. The tax voucher is sent direct to the shareholder’s registered address. Dividend payments – international payment system If you are an overseas shareholder, the Registrar is able to pay dividends in several foreign currencies for an administrative charge of £5.00, which is deducted from the payment. Contact the Registrar for further information. Website Press releases, the share price and other information on the Group are available on Hikma’s website www.hikma.com . Share listings London Stock Exchange Hikma’s Ordinary Shares of 10 pence each (Shares) are admitted to the Oﬃcial List of the London Stock Exchange. They are listed under EPIC: HIK, SEDOL: B0LCW08 GB and ISIN: GB00B0LCW083. Further information on this market, its trading systems and current trading in Hikma’s shares can be found on the London Stock Exchange website www.londonstockexchange.com . Global Depository Receipts (GDRs) Hikma also has listed GDRs on Nasdaq Dubai for which Citibank acts as Depositary. They are listed under EPIC – HIK and ISIN – US4312882081. Further information on Nasdaq Dubai, its trading systems and current trading in Hikma’s GDRs can be found on the website www.nasdaqdubai.com . American Depository Receipts (ADRs) Hikma has an ADR programme for which Bank of New York Mellon acts as Depository. One ADR equates to two Hikma ordinary shares. ADRs are traded as a Level 1 (OTC) programme under the symbol HKMPY. Enquiries should be made to: The Bank of New York Mellon Shareholder Correspondence PO Box 43078 Providence RI 02940-3078 By Overnight Courier or Registered Insured Mail: The Bank of New York Mellon Shareholder Correspondence 150 Royall St., Suite 101 Canton, MA 02021 Tel: +201-680-6825 (for calls outside the USA) Tel: +1-888-269-2377 (for toll-free calls within the USA) E-mail: [email protected] Website: www.mybnymdr.com Shareholder fraud The Financial Conduct Authority has issued a number of warnings to shareholders regarding boiler room scams. Shareholders may have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based ‘brokers’ who target UK shareholders, oﬀering to sell them what oﬅen turn out to be worthless or high-risk shares in US or UK investments. These operations are commonly known as boiler rooms. These brokers can be very persistent and extremely persuasive. Shareholders are advised to be very cautious of unsolicited advice, oﬀers to buy shares at a discount or oﬀers of free company reports. If you receive any unsolicited investment advice: – obtain the correct name of the person and organisations – check they are authorised by the FCA by looking the ﬁrm up on www.fca.org.uk/register – report the matter to the FCA either by calling 0800 111 6768 or visit www.fca.org.uk/consumers – if the caller persists, hang up Details of the share dealing facilities sponsored by Hikma are included in Hikma’s mailings and are on Hikma’s website. Hikma’s website is www.hikma.com and the registered oﬃce is 1 New Burlington Place, London W1S 2HR. Telephone number + 44 (0)20 7399 2760. Shareholder information Hikma Pharmaceuticals PLC | Annual Report 2024 215 Hikma Pharmaceuticals PLC Registered in England and Wales number 5557934 Registered oﬃce: 1 New Burlington Place London W1S 2HR UK Telephone: +44 (0)20 7399 2760 E-mail: [email protected] Hikma Pharmaceuticals USA Inc. 200 Connell Drive, 4th Floor Berkeley Heights New Jersey 07922 US Telephone: +1 908 673 1030 Hikma Pharmaceuticals LLC Al-Bayader King Adbullah The Second Street Facing Al-Ahli Club Amman Jordan Telephone: +962 6 5802900 Hikma Farmacêutica (Portugal) S.A Estrada do Rio da Mó 8, 8A e, 8B, Fervença 2705 – 906 Terrugem Sintra, Portugal Telephone: +351 21 9608410 Advisers Auditors PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH UK Brokers Citigroup Global Markets Ltd 33 Canada Square Canary Wharf London E14 5LB UK J.P. Morgan Cazenove 25 Bank Street Canary Wharf London E14 5JP UK Registrars MUFG Corporate Markets Central Square 29 Wellington Street Leeds LS1 4DL 216 Hikma Pharmaceuticals PLC | Annual Report 2024 This page is intentionally leﬅ blank. Printed in the UK by Pureprint. Pureprint is a CarbonNeutral ® company. Both manufacturing mill and the printer are registered to the Environmental Management System ISO14001 and are Forest Stewardship Council ® (FSC®) chain-of-custody certiﬁed. Design and production © Hikma Pharmaceuticals PLC 1 New Burlington Place London W1S 2HR UK T +44 (0)20 7399 2760 www.hikma.com

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