HIKMA Pharmaceuticals PLC — Proxy Solicitation & Information Statement 2020

Mar 19, 2020

Hikma Pharmaceuticals PLC

hikma.

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 (AGM) of the Company to be held at Sofitel St James, 6 Waterloo Place, London SW1Y 4AN at 10.00 am on Thursday 30 April 2020.

Bar Code:

[Signature]

Notice of Availability

The Company's Annual Report is now available on the Company's website at www.hikma.com.

If you plan to attend the AGM of Hikma Pharmaceuticals PLC at Sofitel St James, 6 Waterloo Place, London SW1Y 4AN on Thursday 30 April 2020 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 10.00 am.

Hikma Pharmaceuticals PLC form of proxy

2020 AGM, Thursday 30 April 2020 at 10.00 am

Please read the notes overleaf before completing this form. Any amendments to this form should be initialled by the signatory.

Bar Code:

Event Code:

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 2020 Annual General Meeting of the Company to be held at Sofitel St James, 6 Waterloo Place, London SW1Y 4AN on Thursday 30 April 2020 at 10.00 am and at any adjournment thereof.

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

Resolutions	For	Against	Withheld
1 To receive the accounts for the financial year ended 31 December 2019, together with the reports of the Directors and auditors thereon.	☑	☑	☑
2 To declare a final dividend of 30 cents per Ordinary Share in respect of the year ended 31 December 2019.	☑	☑	☑
3 To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	☑	☑	☑
4 To authorise the Audit Committee to determine the auditors' remuneration.	☑	☑	☑
5 To elect Cynthia Schwalm as a director of the Company.	☑	☑	☑
6 To re-elect Said Darwazah as a director of the Company	☑	☑	☑
7 To re-elect Siggi Olafsson as a director of the Company.	☑	☑	☑
8 To re-elect Mazen Darwazah as a director of the Company.	☑	☑	☑
9 To re-elect Robert Pickering as a director of the Company.	☑	☑	☑
10 To re-elect Ali Al-Husry as a director of the Company.	☑	☑	☑
11 To re-elect Patrick Butler as a director of the Company.	☑	☑	☑
12 To re-elect Dr. Pamela Kirby as a director of the Company.	☑	☑	☑
13 To re-elect Dr. Jochen Gann as a director of the Company.	☑	☑	☑
For	Against	Withheld
---	---	---
14 To re-elect John Castellani as a director of the Company.	☑	☑
15 To re-elect Nina Henderson as a director of the Company.	☑	☑
16 To approve the director's remuneration policy, as set out on pages 79-85 of the annual report and accounts for the year ended 31 December 2019	☑	☑
17 To receive and approve the Remuneration Committee Report for the financial year ended 31 December 2019.	☑	☑
18 Authorise Directors to allot shares up to an aggregate nominal amount of £8,077,634.	☑	☑
19 That subject to passing Resolution 18 above, the directors be empowered to allot equity securities for cash on a non pre-emptive basis up to the aggregate nominal amount of £1,211,645.	☑	☑
20 That subject to the passing of Resolution 18, the authority under Resolution 19 be further extended to an aggregate nominal amount of £1,211,645 to be used only for the purposes of financing a transaction which is determined to be an acquisition or other capital investment.	☑	☑
21 Grant authority to make market purchases of own shares, up to £2,423,290 representing 10% of the issued share capital of the Company.	☑	☑
22 That a general meeting of Shareholders of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.	☑	☑

Signature

Date

You may also submit your vote electronically at www.hikmashares.com

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Notes to the Form of Proxy

1. If you are unable to attend the meeting but would like to vote, you may appoint one or more proxies of your choice. 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, Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 48 hours before the time appointed for the meeting. Therefore, please deposit your form by 10.00 a.m. on 28 April 2020. 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.hikmashares.com. Full details of the procedure are given on the website. You will need to have this form to hand when you log on, as it contains the 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 Members of the Company by no later than close of business on 28 April 2020. 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 5 in the Notice of the Annual General Meeting.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF