HIKMA Pharmaceuticals PLC — Proxy Solicitation & Information Statement 2015

Apr 9, 2015

HIKMA PHARMACEUTICALS PLC

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Hikma Pharmaceuticals PLC invites you to attend the Annual General Meeting of the Company to be held at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF at 11.00am on Thursday 14 May 2015

Bar Code:

Investor Code:

If you plan to attend the Annual General Meeting of Hikma Pharmaceuticals PLC at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF on Thursday 14 May 2015 it will be helpful if you would sign this Attendance Card and hand it in on arrival at the meeting. Please note that the meeting is due to commence at 11.00am.

[Signature]

HIKMA PHARMACEUTICALS PLC FORM OF PROXY

2015 Annual General Meeting, Thursday 14 May 2015 at 11.00 a.m.

Please read the notes overleaf before completing this form.

Any amendments to this form should be initialled by the signatory.

Bar Code:

Investor Code:

Event Code: H860A54938

I/we (name(s) in full ...

of (address(es))

being (a) member(s) of Hikma Pharmaceuticals PLC, hereby appoint the Chairman of the meeting, or failing him

as my/our proxy to vote for me/us on my/our behalf as directed below at the 2015 Annual General Meeting of the Company to be held at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF United Kingdom on 14 May 2015 at 11.00 a.m., and at any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made ☐

| Resolutions
Ordinary Business
Resolutions 1-14 are Ordinary Resolutions | For | Against | Withheld | Please mark 'X' to indicate
how you wish to vote | For | Against | Withheld |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 | To receive the accounts for the financial year ended 31 December 2014, together with the reports of the directors and auditors thereon. | ☑ | ☑ | 14 | To approve the remuneration implementation for the financial year ended on 31 December 2014. | ☑ | ☑ |
| 2 | To declare a final dividend on the ordinary shares of 21 cents per ordinary share in respect of the year ended 31 December 2014. | ☑ | ☑ | Special Business
Resolutions 15, 19 and 20 are Ordinary Resolutions and Resolutions 16-18 are Special Resolutions | ☑ | ☑ | ☑ |
| 3 | To reappoint Deloitte LLP as auditors of the Company. | ☑ | ☑ | 15 | That the directors be authorised to allot relevant securities up to an aggregate nominal amount of £13,258,663. | ☑ | ☑ |
| 4 | To authorise the Directors to set the remuneration of the Auditors. | ☑ | ☑ | 16 | That subject to the passing of resolution 17 above, the directors be empowered to allot equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of £1,988,799. | ☑ | ☑ |
| 5 | To appoint Dr Pamela Kirby as a director of the Company. | ☑ | ☑ | 17 | To make market purchases for shares, up to £19,887,990 representing 10% of the issued share capital of the company. | ☑ | ☑ |
| 6 | To re-appoint Mr Saïd Darwazah as a director of the Company. | ☑ | ☑ | 18 | That a general meeting of shareholders of the company, other than an AGM, may be called on 14 clear days notice. | ☑ | ☑ |
| 7 | To re-appoint Mr Mazen Darwazah as a director of the Company. | ☑ | ☑ | 19 | That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the buy back of shares be approved. | ☑ | ☑ |
| 8 | To re-appoint Mr Ali Al-Huary as a director of the Company. | ☑ | ☑ | 20 | That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the granting of EIPs and MIPs to the Concert Party be approved. | ☑ | ☑ |
| 9 | To re-appoint Mr Michael Ashton as a director of the Company. | ☑ | ☑ | 21 | | ☑ | ☑ |
| 10 | To re-appoint Mr Breffni Byrne as a director of the Company. | ☑ | ☑ | 22 | | ☑ | ☑ |
| 11 | To re-appoint Dr Ronald Goode as a director of the Company. | ☑ | ☑ | 23 | | ☑ | ☑ |
| 12 | To re-appoint Dr Ronald Goode as a director of the Company. | ☑ | ☑ | 24 | | ☑ | ☑ |
| 13 | To re-appoint Mr Patrick Butler as a director of the Company. | ☑ | ☑ | 25 | | ☑ | ☑ |

Signature

Date

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Notes to the Form of Proxy

1. You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the Chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy.

2. In the case of a corporation, this Form of Proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney.

3. In order for this Form of Proxy to be valid, it must be deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the directors), at the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time appointed for the meeting. Therefore, please deposit your form before 11.00 a.m. on 12 May 2015. A reply-paid envelope has been provided for this purpose for use within the United Kingdom. The completion and return of a form of proxy will not preclude a member from attending and voting in person at the meeting or at any adjournment thereof, should he or she so wish.

4. If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands first in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on this Form of Proxy.

5. The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a "vote withheld" in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.

6. Returning this Form of Proxy without any indication as to how the proxy appointed shall vote on any particular resolution, will mean that such proxy can vote as he or she wishes or can decide not to vote at all.

7. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions).

8. Subject to the provisions of the Articles of Association of the Company, the appointment of a proxy and any voting instructions may be registered electronically by logging on to www.capitashareportal.com. Full details of the procedure are given on that website. You will need to have this form to hand when you log on, as it has information required in the process.

9. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 (SI 2001 No 3755), the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the ordinary shares of the Company by no later than 6.00 p.m. on 12 May 2015. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

10. CREST participants may lodge their proxy appointments via CREST. Please refer to Note 3 in the notice of the Annual General Meeting.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF

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