THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Hikma Pharmaceuticals PLC, please forward this document and the accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Centerview Partners UK LLP (Centerview Partners) is acting exclusively for the Company and no one else in connection with the Waiver and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Centerview Partners or for providing advice in relation to the Waiver.

HIKMA PHARMACEUTICALS PLC

(Incorporated and registered in England and Wales with Registered Number 5557934)

Notice of Annual General Meeting

Waiver of Rule 9 of the Takeover Code

in respect of the authority of Hikma to purchase its own shares

and the grant of up to 150,600 LTIP Awards and up to 15,000 MIP Awards

The Annual General Meeting of Hikma Pharmaceuticals PLC ("Hikma") will be held at The Westbury, Bond Street, Mayfair, London W1S 2YF, on Thursday, 15 May 2014 at 11.00 a.m. A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned as soon as possible. To be valid, it must reach Hikma's registrars, Capita Asset Services, no later than 48 hours before the meeting, being 11.00 a.m. on 15 May 2014. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Annual General Meeting in person, should you so wish.

Alternatively, you may register your proxy appointment and instructions on-line by visiting the website of Capita Asset Services, by logging onto www.capitashareportal.com, where full instructions are given. In order to register your vote on-line you will need to enter your Investor Code which appears on the top left-hand side of your share certificate.

Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained in the Notice of Annual General Meeting contained in this document.

To all Shareholders of Hikma Pharmaceuticals PLC

HIKMA QUALITY

Dear Shareholder

8 April 2014

This document contains the Notice of the 2014 Annual General Meeting of Hikma Pharmaceuticals PLC. You are warmly invited to attend the meeting and, even if you are unable to attend, to vote on the resolutions by proxy by completing and returning the enclosed Form of Proxy.

This document contains explanatory notes for certain of the resolutions to be put to the Annual General Meeting. All resolutions will be voted on by way of a poll.

In line with the Company's succession plans, changes to the Board's composition have been developed and implemented during the year. Mr. Samih Darwazah, non-executive Chairman and Sir David Rowe-Ham, Senior Independent Director will retire from the Board at the end of this Annual General Meeting. The Board recommends that Mr. Said Darwazah, current Chief Executive, be appointed Chairman Chief Executive and that Mr. Robert Pickering, current Director, be appointed Senior Independent Director. As part of the Board's succession plan in the medium term, the Board further recommends the election of Mr. Patrick Butler as Non-Executive Director. You will find details of the Board appointments in Resolutions 4 to 12 and on pages 54 to 57 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

During the year, the Remuneration Committee undertook on behalf of the Board a review of executive incentive arrangements, in order to ensure that they remained aligned with the Company's longer term strategy. Following this review the Committee designed, developed and consulted on a new Executive Incentive Plan which will replace the existing bonus and Long Term Incentive Plans for executives. The key to the design was to develop performance metrics that focus on underlying profitability and long term strategic action, but are measured over a period whereby the executive equates what is received to their individual performance. A summary of the principal terms and rules of the proposed new EIP is set out in the Exhibit 1 to this Notice.

Your Board unanimously recommends that you vote in favour of each of the resolutions to be put to the meeting. As Said Darwazah, Mazen Darwazah, Ali Al-Husry and I are directly interested in the subject matter of Resolutions 21 and 22, which refer to the Waiver of Rule 9 of the Takeover Code in respect of the authority of Hikma to purchase its own shares and the grant of up to 150,600 LTIP Awards and up to 15,000 MIP Awards, we have not participated in the recommendation to vote in favour of these resolutions and such recommendation, which is unanimous, has been given by the Independent Directors. Resolutions 21 and 22, if passed, could result in the aggregate interests of the Concert Party (as defined below) in Hikma increasing and you are referred to the explanatory notes on pages 7 to 12 for further information in this regard.

EXPLANATORY NOTES

Accounts

Resolution 1: This resolution is to receive Hikma's accounts and the reports of the Directors and auditors for the financial year ended 31 December 2013.

Dividend

Resolution 2: This resolution is to approve the payment of a dividend of US$0.17 (17 cents) (approximately 10 pence per Ordinary Share), comprising the final dividend for the year ended 31 December 2013 of US$0.13 (13 cents) per Ordinary Share and a special dividend of US$0.04 (4 cents) per Ordinary Share. The special dividend reflects the exceptional performance of the Generics business over the period. When the interim dividend is included, this creates a total dividend for the year of US$0.27 (27.0 cents) per Ordinary Share (2013: 16 cents), of which 7 cents is special. This will be payable on 22 May 2014 to all Shareholders on the register at the close of business on 25 April 2014.

Shareholders may elect to receive dividends in Pounds Sterling or Jordanian Dinar. If you have previously made a currency election, the most recent election will continue to apply. In the absence of an election form, the default position is to receive your dividend in Jordanian Dinar if you are located in Jordan and US dollars if you are located elsewhere in the world. If you wish to change the currency in which your dividend is paid, please write to the Registrar, at the address provided at the end of the Notice, informing them of your currency selection.

All CREST holders will be able to select the currency of their choice via a dividend election input message in accordance with the procedure set out in the CREST Reference Manual. A Euroclear Corporate Actions bulletin will be issued in due course.

Reappointment and remuneration of auditors

Resolution 3: This resolution is to re-appoint Deloitte LLP as auditors of Hikma, to hold office from the end of the Annual General Meeting to the end of the next Annual General Meeting at which accounts are laid before Hikma.

Resolution 4: This resolution is to authorise the Directors to fix the remuneration of the auditors.

Appointment of Mr Patrick Butler

Resolution 5: This resolution is to appoint Mr. Patrick Butler as a director of the Company. In accordance with the UK Corporate Governance Code, the Chairman is happy to confirm that Mr. Butler, who is putting himself forward for election was selected by the Nomination Committee following an extensive search process and is an excellent candidate for the Audit Committee chair. He has performed his role effectively and has demonstrated considerable commitment to the Board since his appointment on 1 April 2014. Details of the experience of Mr. Butler are set out on page 57 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr Said Darwazah

Resolution 6: This resolution is to reappoint Mr. Said Darwazah as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Darwazah's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Mr. Darwazah are set out on page 54 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr Mazen Darwazah

Resolution 7: This resolution is to reappoint Mr. Mazen Darwazah as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Darwazah's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Mr. Darwazah are set out on page 54 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr. Robert Pickering

Resolution 8: This resolution is to reappoint Mr. Robert Pickering as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Pickering's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Mr. Pickering are set out on page 55 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr Ali Al-Husry

Resolution 9: This resolution is to reappoint Mr. Ali Al-Husry as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Al-Husry's performance and considered the balance of skills and experience required and fully

supports his re-election. Details of the experience of Mr. Al-Husry are set out on page 56 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr Michael Ashton

Resolution 10: This resolution is to reappoint Mr. Michael Ashton as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Ashton's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Mr. Ashton are set out on page 56 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Mr Breffni Byrne

Resolution 11: This resolution is to reappoint Mr. Breffni Byrne as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Mr. Byrne's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Mr. Byrne are set out on page 56 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Reappointment of Dr Ronald Goode

Resolution 12: This resolution is to reappoint Dr. Ronald Goode as a director of Hikma. Hikma's policy is that each director will retire and, if appropriate, seek re-election on an annual basis. The Board has appraised Dr. Goode's performance and considered the balance of skills and experience required and fully supports his re-election. Details of the experience of Dr. Goode are set out on page 57 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Remuneration Policy 2014

Resolution 13: This resolution is to approve the remuneration policy for the financial year ending 31 December 2014. The policy is detailed on pages 90 to 105 and 112 to 115 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Remuneration Committee Report 2013

Resolution 14: This resolution is to approve the Remuneration Committee Report for the financial year ended 31 December 2013. The relevant section is detailed on pages 105 to 111 of the annual report and accounts for the year ended 31 December 2013, which accompanies this document.

Executive Incentive Plan

Resolution 15: This resolution is to approve and adopt the rules of the Executive Incentive Plan ("EIP"), the principal terms of which are summarised in Exhibit 1 to this Notice and a copy of the full rules will be available from the Company Secretary on request. The Company believes that the EIP provides a competitive incentive and retention tool which will drive underlying profitability and corporate strategy while ensuring that executive and shareholder interests are better aligned. The EIP replaces the existing Bonus Scheme and Long Term Incentive Plan. The Remuneration Committee intends to make an award under the EIP to executive directors annually.

Articles of Association

Resolution 16: This resolution is to approve an amendment to clause 90 of the Company's Articles of Association, to increase the non-executive directors' fee limit from £750,000 to £1,000,000 per annum. The Board recommends this increase in light of additional non-executive director appointments over the medium term, and the increased demands made upon non-executive directors in terms of time and commitment.

Authority to Allot Ordinary Shares

Resolution 17: Your Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by Shareholders. The authority granted at the annual general meeting held in 2013 is due to expire at this year's Annual General Meeting. Accordingly, Resolution 17 will be proposed as an ordinary resolution to grant a new authority to allot share capital. Paragraph (a) of this resolution would give the Directors the authority to allot Ordinary Shares up to an aggregate nominal amount equal to £6,605,233 (representing 66,052,330 Ordinary Shares). This amount represents approximately one-third of the issued ordinary share capital of Hikma as at 7 April 2014, the latest practicable date prior to publication of the Notice.

In line with guidance issued by the Association of British Insurers, paragraph (b) of this resolution would give the Directors authority to allot Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £13,210,466 (representing 132,104,660 Ordinary Shares), as reduced by the nominal amount of any Ordinary Shares previously issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of Hikma as at 7 April 2014, the latest practicable date prior to publication of the Notice.

The authorities sought under paragraphs (a) and (b) of this resolution will expire at the earlier of 30 June 2015 (the last date by which Hikma must hold an annual general meeting in 2015) or the conclusion of the annual general meeting of Hikma to be held in 2015.

Since the annual general meeting held in 2013, your Directors have used the section 551 authority then granted solely in respect of the issue of Ordinary Shares pursuant to option exercises under the Hikma 2004 Stock Option Plan, the LTIP, and under the MIP, issuing a total of 1,120,490 ordinary shares. In the year ahead, other than under paragraph (a) 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 exercising this authority.

As at the date of the Notice, the Company holds no treasury shares.

Authority to disapply pre-emption rights

Resolution 18: Your Directors also require authority from Shareholders to allot Ordinary Shares or grant rights over Ordinary Shares or sell treasury shares where they propose to do so for cash and otherwise than to existing Shareholders pro rata to their holdings. The authority granted at the annual general meeting in 2013 is due to expire at this year's Annual General Meeting. Resolution 18 will be proposed as a special resolution, which requires a 75 per cent. majority of the votes to be cast in favour. It would give the Directors the authority to allot Ordinary Shares (or sell any Ordinary Shares which Hikma elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings.

This authority is similar to the one passed in 2013, being limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities, if required by the rights of those Ordinary Shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £990,785 (representing 9,907,850 Ordinary Shares). This aggregate nominal amount represents approximately 5 per cent. of the issued ordinary share capital of Hikma as at 7 April 2014, the latest practicable date prior to publication of this Notice.

Allotments made in connection with the authorisation in paragraph (b) of Resolution 17 would be limited to allotments by way of rights issues only (subject to the right of the Board to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).

The authority will expire at the earlier of 30 June 2015 (the last date by which Hikma must hold an annual general meeting in 2015) or the conclusion of the annual general meeting of Hikma to be held in 2015.

Your Directors do not have any present intention of exercising this authority, but consider it desirable to have the flexibility to use it should the opportunity arise.

Authority to purchase Ordinary Shares

Resolution 19: This resolution will give Hikma authority to purchase its own Ordinary Shares in the market up to a limit of up to an aggregate nominal amount equal to £1,981,570 (representing 19,815,700 Ordinary Shares), being approximately 10 per cent. of its issued ordinary share capital. The maximum and minimum prices are stated in the resolution. Your Directors believe that it is advantageous for Hikma to have the flexibility to make market purchases of its Ordinary Shares. Your Directors will exercise this authority only if they are satisfied that it would be in the interests of Shareholders generally. If Ordinary Shares are purchased, they would either be cancelled (and the number of Ordinary Shares in issue would be reduced accordingly) or, subject to the Treasury Share Regulations, be retained as treasury shares. The Treasury Share Regulations enable companies to hold shares repurchased as treasury shares with a view to possible re-sale at a future date rather than having to cancel them. Hikma will consider holding repurchased Ordinary Shares pursuant to the authority conferred by this resolution as treasury shares. This would give Hikma the ability to re-issue treasury shares quickly and cost effectively and would provide Hikma with additional flexibility in the management of its capital base. Any issues of treasury shares for the purposes of Hikma's employee share schemes will be made within the 10 per cent. anti-dilution limit set by the Association of British Insurers. As at 7 April 2014, the total number of options and awards over Ordinary Shares that were outstanding under all of Hikma's share incentive plans was 1,857,291, which if exercised would represent 0.94 per cent. of Hikma's issued share capital at that date. If Hikma were to purchase its own Ordinary Shares to the fullest possible extent of its authority from Shareholders (existing and being sought), this number of outstanding options could potentially represent 1.04 per cent. of the issued share capital of Hikma.

If granted, the authority will expire at the earlier of 30 June 2015 (the last date by which Hikma must hold an annual general meeting in 2015) or the conclusion of the annual general meeting of Hikma to be held in 2015.

Since the annual general meeting held in 2013, your Directors have used the authority to purchase 210,000 ordinary shares of £0.10 each at an average price of 10.13 per share. The shares purchased were held as treasury shares and have been used to satisfy share option obligations arising under the LTIP.

Notice of General Meetings

Resolution 20: This resolution is required to reflect the provisions of the Regulations which increased the notice period for general meetings of Hikma to 21 days unless the Shareholders agree to a shorter notice period. In 2013, the Shareholders voted in favour of allowing Hikma to call general meetings (other than an AGM) on 14 clear days' notice. Whilst the Board considers that it is unlikely to use this authority, Hikma would like to preserve the flexibility to do so. In order to be able to do so, Shareholders must approve the calling of meetings on 14 days' notice. Resolution 20 seeks such approval. The approval will be effective until Hikma's next annual general meeting, when it is intended that a similar resolution will be proposed. Hikma will also need to meet the requirements for electronic voting under the Regulations before it can call a general meeting on 14 days' notice.

Waiver of Rule 9 of Takeover Code - Purchase of own Ordinary Shares

Resolution 21: The purpose of this resolution is to seek the approval of Independent Shareholders to a waiver, which the Panel has agreed to give (subject to such approval, to be sought by way of a vote taken by poll), of the obligation that might otherwise arise under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the Ordinary Shares not already owned by it as a result of the repurchase of Ordinary Shares by Hikma. Under Resolution 21 Hikma is seeking the authority to make market purchases of up to 19,815,700 Ordinary Shares. Your Directors believe that it is advantageous for Hikma to have the flexibility to make market purchases of its own Ordinary Shares, and if that resolution is passed will only exercise this authority if they are satisfied that it would be in the interests of the Shareholders generally. The Concert Party currently holds 31.66 per cent. of Hikma's issued share capital. Were Hikma to exercise the buy-back authority to its full extent and to the exclusion of the Concert Party such that the Concert Party maintained its current shareholding, that would result in the Concert Party's percentage interest in Hikma's issued share capital increasing to 35.37 per cent. (assuming that all Existing LTIP Awards and all Existing MIP Awards vest in full and all Options held by members of the

Concert Party are exercised and the resulting Ordinary Shares are retained, but not including the Share Awards proposed to be granted following the approval of Resolution 22). Any such percentage increase in its interest would trigger an obligation on the part of the Concert Party to make an offer for the entire share capital of Hikma pursuant to Rule 9 of the Takeover Code.

Please see the further disclosures on the Takeover Code and the Concert Party set out on pages 7 to 12 of this document.

Waiver of Rule 9 of Takeover Code – LTIP Awards and MIP Awards

Resolution 22: The purpose of this resolution is to seek the approval of Independent Shareholders to a waiver, which the Panel has agreed to give (subject to such approval, to be sought by way of a vote taken by poll), of the obligation that might otherwise arise under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the Ordinary Shares not already owned by it as a result of the grant (and subsequent vesting) of up to 150,600 LTIP Awards and up to 15,000 MIP Awards to certain key managers.

Should Shareholders approve this waiver, Hikma will grant these LTIP Awards and MIP Awards on 15 May 2014. The precise number of shares subject to the award is dependent on the closing share price the day immediately prior to grant. The value of the awards is determined and set at US$1,686,000 for Said Darwazah and US$1,132,000 for Mazen Darwazah. Irrespective of the share price, the number of shares awarded cannot exceed the number approved by Shareholders. By consenting to the waiver, Shareholders are also consenting to the award of the LTIP Awards and the MIP Awards, irrespective of whether Hikma is in a prohibited period at that time for the purposes of the Model Code. Hikma has previously received confirmation from the FCA that it may make the awards in this manner.

Takeover Code

The Takeover Code is issued and administered by the Panel and applies to Hikma because it is a public company which has its registered office in the United Kingdom and its securities admitted to the Official List. The Takeover Code and the Panel operate principally to ensure fair and equal treatment of shareholders in relation to takeovers, and also provide an orderly framework within which takeovers are conducted.

Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of Hikma during the 12 months prior to the announcement of the offer.

The Concert Party

Darhold holds 57,183,028 Ordinary Shares which, as at 7 April 2014 (the latest practicable date prior to the posting of this document), represented approximately 28.86 per cent. of the issued share capital of Hikma. Samih Darwazah, Said Darwazah, Mazen Darwazah and Ali Al-Husry are deemed to be acting in concert with Darhold due to being non-executive directors and shareholders of Darhold. Additionally, each of the persons named in the table on page 9, and the footnotes to the table, is deemed to be acting in concert with the others as they are either shareholders of Darhold or are considered to be part of the Concert Party for other reasons referred to below.

As at 7 April 2014, the latest practicable date prior to the posting of this document, each principal member of the Concert Party owned that number of Ordinary Shares and that number of Options and Share Awards shown in the table below and the total number of Ordinary Shares held by the Concert Party was 62,743,049, representing 31.66 per cent of Hikma's issued share capital.

For the years 2006, 2007, 2009, 2010, 2011 and 2012 the Panel agreed, with the approval of Independent Shareholders, to waive the requirement for the Concert Party to make a mandatory offer to Independent Shareholders as would otherwise have arisen under Rule 9 of the Takeover Code as a result of the grant and subsequent vesting of other share awards.

In 2013, the Panel agreed, with the approval of Independent Shareholders, to waive the requirement for the Concert Party to make a mandatory offer to Independent Shareholders as would otherwise have arisen under Rule 9 of the Takeover Code as a result of the grant and subsequent vesting of up to 155,000 LTIP Awards and 25,000 MIP Awards. Following such approval, the 2013 LTIP Awards and the 2013 MIP Awards were made by Hikma to members of the Concert Party. Assuming that the 2009, 2010, 2011, 2012 and 2013 LTIP Awards vest in full (and the resulting Ordinary Shares are retained), that all Existing MIP Awards vest in full (and the resulting Ordinary Shares are retained), and that all remaining Options held by members of the Concert Party at the date of the notice of annual general meeting in 2013 were to be fully exercised and the resulting Ordinary Shares retained by the Concert Party members, the Concert Party would have held, in aggregate, interests over 64,562,267 Ordinary Shares, which at that time represented 32.57 per cent of the issued share capital of Hikma (as enlarged by the exercise of Options then held by the Concert Party and the issue of Ordinary Shares to members of the Concert Party pursuant to the Existing LTIP Awards and Existing MIP Awards, but assuming no other issue of Ordinary Shares).

Darhold is a vehicle used by the Concert Party to hold Ordinary Shares in Hikma and therefore all shareholders of Darhold are deemed to comprise part of the Concert Party, whether or not they directly own Ordinary Shares in Hikma. In addition, the Concert Party includes close family relations of shareholders in Darhold who themselves own Ordinary Shares directly in Hikma. Mariana Melhem and Riham Khair are wives of shareholders of Darhold. Zahold Limited is a company owned by family members related to Samih Darwazah. Tala, Haya and Faisal Al-Husry are children of Mohammed "Ali" Khaldoun Al-Husry. Save for members which are companies, all the members of the Concert party are therefore either shareholders in Darhold or close relatives of such shareholders.

The table on page 9 identifies all of the directors of Darhold; it also includes all the members of the Concert Party, including directors of Darhold, shareholders of Darhold and other individuals deemed to comprise part of the Concert Party. Substantially all of Darhold's assets consist of its shareholding in Hikma.

Name of Concert Party Member	Number of Ordinary Shares	Percentage of Issued Ordinary Shares	Number of Options remaining	Max no. of Ordinary Shares from Existing LTIP Awards	Max no. of Ordinary Shares from Existing MIP Awards	No. of Ordinary Shares to be granted pursuant to Share Awards in 2014	Enlarged number of Ordinary Shares	Percentage of enlarged share capital1	Percentage of Darhold owned (above 5 percent only)
Darhold Limited	57,183,028	28.857%	--	--	--	--	57,183,028	28.758%	--
Samih Taleb Mahmoud Darwazah2	2,006,299	1.012%	--	--	--	--	2,006,299	1.009%	16.08%
Said Samih Darwazah2	269,800	0.136%	--	307,000	--	82,200	659,000	0.331%	19.09%
Mazen Samih Taleb Darwazah1	791,425	0.399%	--	190,000	--	60,600	1,042,025	0.524%	10.73%
Mohammed "Ali" Khaldoun Al-Husry3	1,109,748	0.560%	--	--	--	--	1,109,748	0.558%	7.88%
Mohammed Mahmoud Mohammed Saffouri3	--	--	--	--	--	--	--	--	7.68%
Khalid Bashir Yusuf Al-Alami3	10,533	0.005%	--	--	--	--	10,533	0.005%	38.53%
Ziyad Bashir Yusuf Al-Alami3	10,533	0.005%	--	--	--	--	10,533	0.005%
Ghassan Bashir Yusuf Al-Alami3	10,534	0.005%	--	--	--	--	10,534	0.005%
May Samih T. Darwazah3	6,757	0.003%	--	--	1,275	5,000	13,032	0.007%
Moh'd T.M. Darwazah3	--	--	--	--	--	--	--	--
Hana Samih Taleb Darwazah2	--	--	5,000	3,298	4,934	7,800	21,032	0.011%
Areej Samir Abdel Razzaq Qutob3	6,016	0.003%	--	--	--	--	6,016	0.003%
Tareq Mazen Samih Taleb Darwazeh3	--	--	--	--	3,450	5,000	8,450	0.004%
Walid Mazen Samih Taleb Darwazeh1	--	--	--	--	--	--	--	--
Zeena Murad3	--	--	--	--	3,249	5,000	8,249	0.004%
Other members of Darhold1	--	--	--	--	--	--	--	--
Zahold Limited5	880,312	0.444%	--	--	--	--	880,312	0.443%	--
Mariana Melhem	370,000	0.187%	--	--	--	--	370,000	0.186%	--
Riham Khair	35,000	0.018%	--	--	--	--	35,000	0.018%	--
Tala Ali Al-Husry	17,688	0.009%	--	--	--	--	17,688	0.009%	--
Haya Ali Al-Husry	17,688	0.009%	--	--	--	--	17,688	0.009%	--
Faisal Sati Ali Al-Husry	17,688	0.009%	--	--	--	--	17,688	0.009%	--
Bashir Yusuf Moh'd Al-Alami4	--	--	--	--	--	--	--	--	--
TOTAL	62,743,049	31.663%	5,000	500,298	12,908	165,600	63,426,855	31.898%	100%

1 Assumes that up to 150,600 LTIP Awards and the maximum number of MIP Awards are granted to members of Concert Party and vest in full, all Existing LTIP Awards and MIP Awards held by members of the Concert Party vest in full and are retained, all Options held by members of the Concert Party are exercised in full and retained and no other Ordinary Shares are issued, including in respect of Options held by other people.
2 Non-Executive Directors of Darhold Limited.
3 Each of Khalid Bashir Yusuf Alami, Ziyad Bashir Yusuf Alami, Ghassam Bashir Yusuf Alami, May Samih T. Darwazah, Moh'd T. M. Darwazah, Hana Samih Darwazah, Areej Samir Abdel Razzaq Qutob, Tareq Mazen Samih Darwazeh, Walid Mazen Samih Taleb Darwazeh and Zeena Maeyad Mansur Wajeh Murad hold less than 5 percent of the voting rights of Darhold.
4 Each of the following individually holds less than 5 percent of the voting rights of Darhold:

Lina Abdelrahim Hasan Abwaini

Ahmed Majdi Al Kayyli

Haitham Majdi Al Kayyli

Majdah Majdi Al Kayyli

Naimat Majdi Al Kayyli

Hedaiah Majdi Al Kayyli

Mohammad Majdi Al Kayyli

Halah Majdi Al Kayyli

Iman Majdi Al Kayyli

Nadera Taleb Mahmoud Darwazeh

Nirah S A Qutob

Samer Samir Abdel Razzaq Qutob

Huda (Moh'd Ali) Othman Bdair

Samih Said Samih Darwazah

Maher Khaled Taleb Darwazeh

Ghalia Homan 'Mohammed Ali' Darwazeh

Hala Homan 'Mohammed Ali' Darwazeh

Saad Khaled Taleb Darwazeh

Yasmin Said Darwazeh

Ahmad Khaled Taleb Darwazah

Lara M. T. Darwazeh

Maha Khaled Taleb Darwazeh

Salam Khaled Taleb Darwazeh

Faisal Moh'd T. Darwazeh

Taleb Khaled Taleb Darwazeh

Qamar Taleb Mahmoud Darwazah

Karim Saad Khaled Taleb Darwazah

Seema Saad Khaled Darwazeh

Karim Abdel Hamid Masoud Abdel Majid

Khaled Abdel Hamid Masoud Abdel Majid

Masoud Abdel Hamid Masoud Abdel Majid

Deema Muayad Mansour Murad

Linda GJ Pinsonneault

Natasha Omar Ramadan

Tamara Omar Ramadan

Basel Mohamuod Mohammad Saffouri

Fathiya Hasan Mohammed Saffouri

The combined holding of these individuals in Darhold Limited is 38.53% per cent, Darhold treasury shares excluded.
5 Zahold Limited, a Jersey company, holds all of the interest in Hikma's Ordinary Shares previously held by Zahi Darwazah & Co., which were transferred to Zahold Limited on 29 September 2010.

Proposed LTIP Awards

Hikma believes that LTIP Awards enable it to provide a competitive incentive and retention tool which is also cost effective in respect of both Shareholder dilution and income statement expense. This will be the last year of operation of the 2005 Long Term Incentive Plan ("LTIP"). Each LTIP Award has performance conditions attached which demonstrates the Remuneration Committee's desire to correlate incentive arrangements with the achievement of substantial performance. In 2014 the Remuneration Committee will, subject to the approval of the Shareholders, grant Said Darwazah an LTIP Award over up to 82,200 Ordinary Shares, Mazen Darwazah an LTIP Award over up to 60,600 Ordinary Shares and Hana Darwazah on LTIP Award up to 7,800 Ordinary Shares (all members of the Concert Party). Should Shareholders approve the Waiver, Hikma will grant these awards on 15 May 2014. By consenting to the Waiver, Independent Shareholders are also consenting to the award of the LTIP Awards on that date, irrespective of whether Hikma is in a prohibited period at that time for the purposes of the Model Code. The precise number of shares subject to the award is dependent on the closing share price the day immediately prior to grant. The value of the awards is determined and set at US$1,686,000 for Said Darwazah, US$1,132,000 for Mazen Darwazah and US $144,000 for Hana Darwazah. Irrespective of the share price, the number of shares awarded cannot exceed the number approved by Shareholders.

Proposed MIP Awards

Hikma also believes in the importance of providing long term incentives to the key management below senior management who are the future of the business. MIP Awards enable Hikma to provide an effective retention tool for these executives and Hikma intends to make annual MIP Awards across this group of individuals. Participants will be notified of a maximum monetary entitlement, being a percentage of salary, the value of which will be awarded in the form of nil cost options over Ordinary Shares, based on the executive's performance against individual and Group KPIs. The MIP Awards vest two years after the date of award (being approximately three years after the commencement of the financial year to which the awards relate), subject to the participant remaining in employment with the Group during this period. Once MIP Awards have been made, the continued employment requirement is the only condition for vesting.

Hikma wishes to grant MIP Awards to May Darwazah, Zeena Murad and Tareq Darwazeh, each a member of the Concert Party and is proposing MIP Awards that could vest over a maximum individual grant of 5,000 Ordinary Shares, to each of the above.

Effects of the Share Awards

The grant of LTIP Awards and MIP Awards in respect of which the Waiver (subject to Independent Shareholder approval) has been given will not increase the interests of the Concert Party to above 31.90 per cent. of the voting rights of Hikma (assuming that all grants of Share Awards in 2014 and Existing LTIP Awards vest in full, that all grants of Existing MIP Awards vest in full and that all Options currently held by members of the Concert Party were to be fully exercised and the resulting Ordinary Shares were in each case retained by the Concert Party members and that the Company does not repurchase any of its Ordinary Shares).

Each of Said Darwazah, Mazen Darwazah, Hana Darwazah, May Darwazah, Zeena Murad and Tareq Darwazeh are members of the Concert Party and consequently the receipt by them of Ordinary Shares on vesting of Share Awards could give rise to an obligation pursuant to Rule 9 of the Takeover Code to make a mandatory offer to acquire the Ordinary Shares not owned by the Concert Party. The Independent Directors consider that it would undermine the purpose for which the Share Awards are granted to require such an offer to be made and accordingly are seeking a waiver of that obligation from Independent Shareholders for LTIP Awards to be granted to Said Darwazah, Mazen Darwazah and Hana Darwazah in respect of up to 150,600 Ordinary Shares in aggregate and for MIP Awards to be granted to May Darwazah, Zeena Murad and Tareq Darwazeh in respect of up to 15,000 Ordinary Shares in aggregate.

Assuming that Share Awards are made in respect of the full number of Ordinary Shares referred to above, that all such grants vest in full, that all grants of Existing LTIP Awards and Existing MIP Awards vest in full and that all Options currently held by members of the Concert Party were to be fully exercised and the resulting Ordinary Shares were in each case retained by the Concert Party members and that the Company does not repurchase any of its Ordinary Shares, the Concert Party would hold, in aggregate, interests over 63,426,855 Ordinary Shares, representing 31.90 per cent. of the issued share capital of Hikma (as enlarged by the Existing LTIP Awards, Existing MIP Awards and Option Exercises by members of the Concert Party and the issue of Ordinary Shares pursuant to the Share Awards referred to above, but assuming no other issue of Ordinary Shares) versus 31.84 per cent. of the issued share capital of Hikma on a similar basis, prior to the grant of such Share Awards.

Waiver of the obligation to make a general offer under Rule 9 of the Takeover Code

The vesting of the LTIP Awards and the MIP Awards made in 2014 (together with the Existing LTIP Awards, Existing MIP Awards and Option Exercises) would increase the aggregate shareholding of the Concert Party in Hikma to 31.90 per cent. and thereby trigger an obligation on the part of the Concert Party, under Rule 9 of the Takeover Code, to make a general offer to all Shareholders to purchase their Ordinary Shares.

The Panel has agreed, subject to Resolution 22 being passed on a poll by Independent Shareholders at the AGM, to waive the requirement for the Concert Party to make a general offer to the Independent Shareholders as would otherwise arise under Rule 9 of the Takeover Code as a result of the grant and/or vesting of an aggregate of up to 150,600 LTIP Awards to Said Darwazah, Mazen Darwazah and Hana Darwazah and an aggregate of up to 15,000 MIP Awards to each of, May Darwazah, Zeena Murad and Tareq Darwazeh. The members of the Concert Party may attend the AGM but will not be entitled to vote on this Whitewash Resolution.

Pursuant to its obligations under the Takeover Code, Hikma will announce the grant of Share Awards made from time to time together with their effect on the overall deemed control of the Concert Party.

Following any vesting of Ordinary Shares pursuant to the Existing LTIP Awards, the Existing MIP Awards, Option Exercises and Share Awards referred to above, the Concert Party will in aggregate hold more than 30 per cent. but less than 50 per cent. of the voting share capital of Hikma and, for so long as the members of the Concert Party continue to be treated as acting in concert for the purposes of the Takeover Code, any further increase by the Concert Party of its percentage interest in Hikma would be subject to the provisions of Rule 9 of the Takeover Code. Were the members of the Concert Party to cease to be treated as acting in concert, there would not currently be a prohibition on Darhold increasing its percentage interest in Hikma (subject to the provisions of Rule 9 of the Takeover Code) as it does not hold over 30 per cent. of the voting share capital of Hikma on its own. In such circumstances, Darhold could therefore increase its percentage interest in Hikma up to a total of 29.99 per cent. in aggregate (i.e. by a further 1.13 per cent. of the issued share capital of Hikma) without triggering an obligation under Rule 9 of the Takeover Code to make a takeover offer in respect of Hikma.

Interaction of Share Awards and purchase of own Ordinary Shares

The maximum vesting of the Share Awards (together with the Existing LTIP Awards, Existing MIP Awards and Option Exercises) could increase the aggregate shareholding of the Concert Party in Hikma by a total of 683,806 Ordinary Shares, with the effect of increasing the holding of the Concert Party to 31.90 per cent, assuming that the Company does not repurchase any of its Ordinary Shares. Subject to any extraordinary discretionary decision by the Remuneration Committee of Hikma, the earliest date on which the Share Awards may vest is 16 May 2017.

If the maximum repurchase of Ordinary Shares authorised under Resolution 19 was made and the Concert Party did not sell any Ordinary Shares in the repurchase, this would increase the aggregate shareholding of the Concert Party in Hikma to 35.37 per cent. (assuming that all Existing LTIP Awards and Existing MIP Awards vest in full and all Options held by members of the Concert Party are exercised and the resulting Ordinary Shares are retained but the Share Awards proposed in Resolution 22 were not granted).

If the maximum repurchase of Ordinary Shares authorised was carried out by Hikma and also the maximum number of Share Awards proposed in Resolution 22 vested, together with the Existing LTIP Awards, the Existing MIP Awards and Option Exercises these changes would increase the aggregate shareholding of the Concert Party in Hikma to 35.43 per cent. (assuming that the Concert Party did not sell any Ordinary Shares in the repurchase of Ordinary Shares and assuming no other issue of Ordinary Shares).

Intentions of the members of the Concert Party

In the event that the proportionate shareholding of the Concert Party increases as a result of the grant of the Share Awards or the repurchase of Ordinary Shares referred to above, the members of the Concert Party have confirmed that there would be no intention to cause Hikma to undergo a material change from the business carried on by it as at the date of this document. The Concert Party members further confirm that there would be no intention to effect any changes which would have material repercussions on employment or result in a change to the location of Hikma's places of business. In addition, the members of the Concert Party would not intend to terminate the continued employment of, or materially change the existing employment rights, including pension rights of, any of the employees of Hikma, redeploy Hikma's fixed assets or cease to maintain any of the trading facilities in respect of the Ordinary Shares in Hikma.

Since the annual general meeting held in 2013, your Directors have used the authority to purchase 210,000 ordinary shares of £0.10 each at an average price of £10.13 per share. The shares purchased were held as treasury shares and have been entirely used to satisfy share option obligations arising under the LTIP.

FURTHER INFORMATION

Your attention is drawn to the remainder of this document which contains further information relating to Hikma and the members of the Concert Party. Financial information on Hikma is set out in Hikma's annual report and accounts for the year ended 31 December 2013, with which this document has been posted.

RECOMMENDATION

The Independent Directors, who have been so advised by Centerview Partners, consider that the Waiver and the passing of the Whitewash Resolutions are fair and reasonable and in the best interests of Independent Shareholders and Hikma as a whole. In providing its advice, Centerview Partners has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Whitewash Resolutions at the AGM, as they intend to do in respect of their entire holdings which amount to 63,066 Ordinary Shares, representing approximately 0.032 per cent. of Hikma's issued share capital.

Your Directors as a whole believe that the other proposals above are most likely to promote the success of Hikma for the benefit of Shareholders as a whole and unanimously recommend that you vote in favour of Resolutions 1 to 20 as they intend to do in respect of their entire holdings which amount to 4,240,338 Ordinary Shares, representing approximately 2.140 per cent. of Hikma's issued share capital.

Yours faithfully

Samih Darwazah
Chairman

ADDITIONAL INFORMATION

1. RESPONSIBILITY

1.1 The Independent Directors, who have been so advised by Centerview Partners, accept responsibility for the recommendation to vote in favour of the Whitewash Resolutions. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that such is the case) the information relating to such recommendation contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The directors of Darhold whose names appear in paragraph 2.2 below accept responsibility for the information relating to the Concert Party contained in this document. To the best of the knowledge and belief of the directors of Darhold (who have taken all reasonable care to ensure that such is the case) the information relating to the Concert Party contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.3 The Directors, whose names appear in paragraph 2.1 below, accept responsibility for the information contained in this document other than the information referred to in paragraphs 1.1 and 1.2 above. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information for which they take responsibility contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. THE DIRECTORS OF HIKMA AND DARHOLD

2.1 The current Directors of Hikma, whose registered office is 13 Hanover Square, London W1S 1HW, are:

Samih Darwazah (Chairman)
Said Darwazah (Chief Executive Officer)
Mazen Darwazah (Vice-Chairman and Director)
Sir David Rowe-Ham (Non-Executive Director)
Ali Al-Husry (Non-Executive Director)
Michael Ashton (Non-Executive Director)
Breffni Byrne (Non-Executive Director)
Ronald Goode (Non-Executive Director)
Robert Pickering (Non-Executive Director)
Patrick Butler (Non-Executive Director)

2.2 The current directors of Darhold Limited, a privately held company incorporated in Jersey with company number 89009, with its registered office situated at 47 Esplanade, St. Helier, JE1 0BD, Jersey are:

Samih Darwazah
Said Darwazah
Mazen Darwazah

Ali Al-Husry

Bashir Al Alami

Mohammed Saffouri

Substantially all of Darhold's assets consist of its shareholding in Hikma. The shareholdings of Concert Party members who hold more than 5 per cent. of Darhold are set out in the table on page 9 of this document.

3. INTERESTS AND DEALINGS

3.1 Save as disclosed in the table in the explanatory notes in respect of Resolution 22, as at the close of business on 7 April 2014 (being the latest practicable date prior to the publication of this document), neither Hikma nor any person acting in concert with Hikma had any interest in Darhold.

3.2 As at the close of business on 7 April 2014 (being the latest practicable date prior to the publication of this document), the interests of the Directors and of their immediate families and of persons connected with the Directors (within the meaning of Section 252 of the CA 2006) in Ordinary Shares were as follows:

Name	Number of Ordinary Shares	Percentage of current issued share capital	Number of Options held	Number of LTIPs held
Samih Darwazah	2,006,229	1.01	-	-
Said Darwazah	269,800	0.14	-	307,000
Mazen Darwazah	791,425	0.40	-	190,000
Ali Al-Husry	1,109,748	0.56	-	-
Breffni Byrne	10,000	<0.01	-	-
Michael Ashton	18,566	0.01	-	-
Sir David Rowe-Ham	10,000	<0.01	-	-
Ronald Goode	17,000	0.01	-	-
Robert Pickering	7,500	<0.01	-	-
Patrick Butler	-	-	-	-

Mariana Melhem, who holds 370,000 Ordinary Shares, is a connected person of Said Darwazah.

The following dealings by the Directors and of their immediate families and of persons connected with the Directors (within the meaning of Section 252 of the CA 2006) have taken place during the period from 7 April 2013 until the date of this document:

Name	Date	Type of transaction	Price (£) per Ordinary Share	Number of Ordinary Shares
Samih Darwazah	16 October 2013	Sale of Shares	11.00	30,000
	24 October 2013	Sale of Shares	11.44	100,000
Said Darwazah	7 May 2013	Sale of Shares	9.77	40,000

The Concert Party

3.3 In addition to the dealings by members of the Concert Party set out in paragraph 3.2 above, the following dealings by members of the Concert Party have taken place during the period from 7 April 2013 until the date of this document (some earlier dealings by Zahold Limited are also included in the below table):

Name	Date	Type of transaction	Price (£) per Ordinary Share	Number of Ordinary Shares
May Darwazah	11 May 2013	Exercise of MIP	9.72	757
Hana Darwazah	11 May 2013	Exercise of MIP and Sale of Shares	9.72	2,760
Moh'd T. M. Darwazah	31 October 2013	Sale of Shares	11.98	3,100
Zahold Limited	22 April 2013	Sale of Shares	9.43	2,000
	23 April 2013	Sale of Shares	9.67	10,000
	24 April 2013	Sale of Shares	9.84	4,000
	24 April 2013	Sale of Shares	9.94	6,800
	24 April 2013	Sale of Shares	9.81	10,000
	24 April 2013	Sale of Shares	9.85	10,000
	25 April 2013	Sale of Shares	9.85	20,000
	26 April 2013	Sale of Shares	9.80	7,890
	07 June 2013	Purchase of Shares	9.38	19,500
	08 July 2013	Sale of Shares	10.80	10,000
	08 July 2013	Sale of Shares	10.36	20,000
	08 July 2013	Sale of Shares	10.45	26,800
	30 July 2013	Sale of Shares	10.95	50,000
	15 August 2013	Purchase of Shares	10.69	20,000
	21 August 2013	Purchase of Shares	10.90	1,000
	21 August 2013	Sale of Shares	11.16	2,000
	28 August 2013	Purchase of Shares	10.25	20,000
	29 August 2013	Sale of Shares	10.30	179
	30 August 2013	Sale of Shares	10.25	4,821
	09 September 2013	Sale of Shares	10.35	5,000
	10 September 2013	Sale of Shares	10.42	10,000
	16 September 2013	Sale of Shares	10.45	2,923
	19 September 2013	Sale of Shares	10.50	10,000
	26 September 2013	Sale of Shares	10.44	6,500
	15 October 2013	Sale of Shares	10.90	20,000
	18 October 2013	Sale of Shares	11.23	10,000
	18 October 2013	Sale of Shares	11.25	10,000
	22 October 2013	Sale of Shares	11.43	10,000
	23 October 2013	Sale of Shares	11.57	660
	23 October 2013	Sale of Shares	11.47	10,000
	24 October 2013	Sale of Shares	11.50	9,340
	31 October 2013	Sale of Shares	12.00	10,000
	01 November 2013	Sale of Shares	12.02	15,000
	04 November 2013	Sale of Shares	12.35	2,187
	11 November 2013	Purchase of Shares	11.67	2,189
	13 December 2013	Purchase of Shares	11.71	8,200
	18 December 2013	Sale of Shares	11.98	5,000
	18 December 2013	Sale of Shares	12.05	10,000

02 January 2014	Sale of Shares	12.69	20,000
02 January 2014	Sale of Shares	12.44	40,000
16 January 2014	Purchase of Shares	12.50	10,000
17 January 2014	Purchase of Shares	12.59	10,000
21 January 2014	Sale of Shares	12.70	5,000
24 January 2014	Purchase of Shares	12.31	30,000
05 February 2014	Purchase of Shares	11.90	20,000
14 February 2014	Sale of Shares	13.29	7,740
14 February 2014	Sale of Shares	13.27	10,000
14 February 2014	Sale of Shares	13.26	30,000
14 February 2014	Sale of Shares	13.00	40,000
20 February 2014	Sale of Shares	13.30	10,000
20 February 2014	Sale of Shares	13.22	25,000
21 February 2014	Sale of Shares	13.50	10,000
21 February 2014	Sale of Shares	13.51	10,000
21 February 2014	Sale of Shares	13.76	10,000
21 February 2014	Sale of Shares	13.80	10,000
21 February 2014	Sale of Shares	13.52	15,000
24 February 2014	Sale of Shares	14.02	5,000
24 February 2014	Sale of Shares	14.00	10,000
24 February 2014	Sale of Shares	14.05	20,000
28 February 2014	Sale of Shares	14.35	10,000
04 March 2014	Sale of Shares	14.60	5,000
05 March 2014	Sale of Shares	14.97	2,726

3.4 Save as disclosed in this document, neither any member of the Concert Party, nor any directors of Darhold, nor any person acting in concert with any member of the Concert Party, has any interests in the issued share capital of Hikma or any rights to subscribe or short positions in any Ordinary Shares nor have they had any dealings in or borrowed or lent relevant securities in the 12 months prior to the date of this document.

Other interests and dealings

3.5 Other than the holdings and dealings as set out in the table on page 9 and paragraphs 3.2 and 3.3 above, neither Hikma nor any Director or any person acting in concert with Hikma or a Director is interested in any relevant securities of Darhold or has any rights to subscribe or short positions in any relevant securities of Darhold nor have any of them borrowed or lent any such relevant securities.

3.6 Other than the holdings and dealings as set out in the table on page 9 and paragraphs 3.2 and 3.3 above, no Director nor any person acting in concert with Hikma is interested in any relevant securities of Hikma or has any rights to subscribe or short positions in any relevant securities of Hikma nor have any of them borrowed or lent any such relevant securities.

3.7 Other than as disclosed above or referred to in this document, as at the close of business of 7 April 2014 (being the latest practicable date prior to the publication of this document) no loan or guarantee has been granted or provided by Hikma to any Director or any person connected with them.

4. DIRECTORS' SERVICE AGREEMENTS

4.1 Said Darwazah and Mazen Darwazah are employed by the Group pursuant to service agreements, dated 1 July 2007 and 25 May 2006, respectively, which are ongoing unless terminated by at least 12 months' written notice. In the event of such termination, salary and benefits will be payable during the notice period. There is, however, no automatic entitlement to bonus payments or share incentive grants during the period of notice other than in accordance with the rules of Hikma's relevant incentive plan. In addition to the basic salary set out below, each Executive Director is capable of receiving an annual cash performance bonus of up to 200 per cent. of basic salary in accordance with the Group's remuneration policy. Furthermore, each Executive Director is entitled to participate in the LTIP, by receiving awards of up to 300 per cent. of basic salary in any given year (but with a functional ceiling of awards of 200 per cent. in accordance with the Group's

remuneration policy). Subject to the approval of shareholders at this meeting, in future each Executive Director will participate in the Executive Incentive Plan, instead of the Bonus Scheme and LTIP. The Executive Directors participate in the Hikma Pharmaceuticals defined contribution retirement benefit plan in accordance with the rules of the benefit plan relevant to employees of the Group based in Jordan, and are provided with the normal benefits in kind for executives of this level in a company of Hikma's size. There are no special provisions in the contracts of employment extending notice periods on a change of control, liquidation of Hikma or cessation of employment.

Name	Basic Salary (2014)
Said Darwazah	$842,625
Mazen Darwazah	$620,172

The salaries of Said Darwazah and Mazen Darwazah have increased for 2014 from $802,500 and $539,280 respectively. No other amendments to the service agreements have been made in the six months prior to the date of this document.

4.2 The Non-Executive Directors have each been appointed to the Board under letters of appointment dated as summarised below. Under the terms of their appointment, as subsequently amended, the Non-Executive Directors are paid the following annual fees:

Name	Date of original Appointment Letter	Effective Date of original appointment	Previous Fees (£)	Revised Fees (£)
Samih Darwazah*	17 July 2007	1 July 2007	200,000	210,000
Sir David Rowe-Ham*	27 October 2005	14 October 2005	91,000	95,000
Ali Al-Husry	1 November 2005	14 October 2005	76,000	80,000
Michael Ashton	20 October 2005	14 October 2005	91,000	95,000
Breffni Byrne	14 October 2005	14 October 2005	98,500	102,500
Ronald Goode	12 December 2006	12 December 2006	91,000	95,000
Robert Pickering*	1 September 2011	1 September 2011	83,500	95,000
Patrick Butler*	1 April 2014	1 April 2014	N/A	87,500

The 2014 fees for these individuals will be pro-rated.

4.3 The annual fees payable to the Non-Executive Directors for the performance of their duties were revised as set out in the table in paragraph 4.2 above, with effect from 1 January 2014. No other amendments have been made to any such letters of appointment during the six months preceding the date of this document.

MATERIAL CONTRACTS

5.1 No contracts have been entered into by Hikma or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the publication of this document which are or may be material.

HISTORICAL MARKET VALUE OF ORDINARY SHARES

The following table shows the closing middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the first dealing day in each of the six

months before the date of this document and for 7 April 2014 (being the latest practicable date before the publication of this document).

Date	Price per Ordinary Share (pounds sterling)
1 November 2013	12.02
2 December 2013	12.03
2 January 2014	12.77
3 February 2014	12.10
3 March 2014	14.30
1 April 2014	16.74
7 April 2014	16.64

7. GENERAL

7.1 Centerview Partners has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name and its advice to the Directors in the form and context in which it appears.

7.2 There is no agreement, arrangement, or understanding (including any compensation arrangement) between the members of the Concert Party or any person acting in concert with them, and any of the Directors, recent directors of Hikma, Shareholders or recent shareholders of Hikma having any connection with or dependence upon the grant of the LTIP Awards and MIP Awards set out in this document, or having any connection with or dependence upon Hikma having the flexibility to enter into the Buyback.

7.3 No agreement, arrangement or understanding exists whereby any Ordinary Shares acquired pursuant to the vesting of the LTIP Awards or the MIP Awards will be transferred to any other person. Any Ordinary Shares acquired by Hikma under the Buyback if it does take place will be cancelled by Hikma or held as treasury shares and there is no agreement, arrangement or understanding to transfer such Ordinary Shares to any other person.

7.4 Save as referred to in the section entitled "Delivering our strategy" in the annual report and accounts of the Group posted with this document there has been no known significant change in the financial or trading position of Hikma since 31 December 2013. Information on the nature of Hikma's business and Hikma's financial and trading prospects can be found in Hikma annual report and accounts 2013, Business and Financial Review on page 20. If you are reading this document in hard copy, please enter the below web address in your web browser to be brought to the relevant document. If you are reading this document in soft copy, please click on the web address below to be brought to the relevant document.