Hikma Pharmaceuticals : Annual General Meeting Notice of Meeting

Notice of

Annual General

Meeting.

Friday 28 April 2023 at 11.00 a.m. Sofitel London St James,

6 Waterloo Place,

London SW1Y 4AN and virtually

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 to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

© Hikma Pharmaceuticals PLC

(Incorporated and registered in England and Wales with registered number 05557934)

Notice of Annual General Meeting of Hikma Pharmaceuticals PLC

Notice is hereby given that the Annual General Meeting ("AGM") of Hikma Pharmaceuticals PLC (the "Company") will be held at Sofitel London St James, 6 Waterloo Place, London SW1Y 4AN, and virtually, on Friday 28 April 2023 at 11.00 a.m. to transact the following business:

To consider, and if thought fit to pass, the following resolutions, of which resolutions

1-20 (inclusive) are ordinary resolutions and require a simple majority of the votes cast to be in favour in order to be passed. Resolutions 21-24 (inclusive) are special resolutions which require a 75% majority of the votes cast to be in favour in order to be passed. A poll will be called on each of the resolutions. Further details are set out in the explanatory notes.

Virtual Attendance

Shareholders not physically attending the AGM may attend virtually, ask questions and vote at the AGM electronically via https:// web.lumiagm.com/190-394-985. Further details are set out on page 14 of this Notice.

Shareholders attending virtually are encouraged to do the following in advance of the AGM:

1. Lodge their proxy votes with the Registrar (www.hikmashares.com) in accordance

with the instructions contained in the Notice of AGM so that these are received by no later than 11.00 a.m. on 26 April 2023

- these will be counted in the votes for the AGM; and

2. Submit any questions to the Company Secretary ([e-mail]) no later than close of business on 26 April 2023 - these questions will be answered at the AGM in the normal way, although we reserve the right to edit questions or not respond where we consider it appropriate, taking account of our legal obligations.

Ordinary Resolutions

Resolution 1

To receive and accept the accounts for the financial year ended 31 December 2022, together with the reports of the Directors and Auditors thereon.

Resolution 2

To declare a final dividend on the ordinary shares of the Company ("Ordinary Shares") totalling 37 cents per Ordinary Share in respect of the year ended 31 December 2022, payable on 5 May 2023 to Shareholders on the register of members at the close of business on 24 March 2023.

Resolution 3

To re-appoint PricewaterhouseCoopers LLP ("PwC") as Auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 4

To authorise the Audit Committee to determine the remuneration of the Auditor.

Resolution 5

To elect Laura Balan as a Director of the Company.

Resolution 6

To elect Victoria Hull as a Director of the Company.

Resolution 7

To elect Dr Deneen Vojta as a Director of the Company.

Resolution 8

To re-elect Said Darwazah as a Director of the Company.

Resolution 9

To re-elect Mazen Darwazah as a Director of the Company.

Resolution 10

To re-elect Patrick Butler as a Director of the Company.

Resolution 11

To re-elect Ali Al-Husry as a Director of the Company.

Resolution 12

To re-elect John Castellani as a Director of the Company.

Resolution 13

To re-elect Nina Henderson as a Director of the Company.

Resolution 14

To re-elect Cynthia Flowers as a Director of the Company.

Resolution 15

To re-elect Douglas Hurt as a Director of the Company.

Resolution 16

To receive and approve the Annual Report on Remuneration (excluding the Directors' Remuneration Policy) as set out on pages 109 to 124 of the Annual Report and Accounts for the financial year ended 31 December 2022.

Resolution 17

To approve the Directors' Remuneration Policy, as set out on pages 99 to 108 of the Annual Report and Accounts for the year ended 31 December 2022, to take effect from the date of the AGM.

2	Hikma Pharmaceuticals PLC | Notice of Annual General Meeting

• Notice of Annual General Meeting of Hikma Pharmaceuticals PLC

Resolution 18

That the Board of Directors of the Company (the "Board") be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the capital of the Company and to grant rights to subscribe for, or convert any security into, shares in the Company:

1. up to an aggregate nominal amount
   of £7,342,093 (such amount to be reduced by any allotments or grants made under paragraph b. below in excess of such sum); and
2. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £14,684,186 (such amount to be reduced by any allotments or grants made under paragraph a. above) in connection with or pursuant to an offer or invitation by way of a rights issue:
3. 1. in favour of holders of Ordinary Shares in proportion (as nearly as practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities or as the Board otherwise consider it necessary,

but subject to such limits, restrictions or other arrangements as the Board may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates and/or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever, such authority to apply until the conclusion of the next AGM (or, if earlier, until the close of business on 28 July 2024), save that, in each case, the Company may during this period make any offer or enter into any agreements which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted, after the authority ends and the Board may allot shares, or grant rights to subscribe for or convert any security into shares, in pursuance of any such offer or agreement as if the authority conferred hereby had not ended.

Resolution 19

To:

1. approve the Hikma Pharmaceuticals PLC Long-Term Incentive Plan 2023 (the "LTIP"), summarised in Appendix 1 to this Notice and the rules of which are produced to this meeting and initialled by the Chairman for the purposes of identification, and to authorise the Board to do all such acts and things necessary or desirable to establish the LTIP; and
2. authorise the Board to adopt further plans based on the LTIP, but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Ordinary Shares made available under such plans are treated as counting against any limits on individual or overall participation in the LTIP.

Resolution 20

To:

1. approve the Hikma Pharmaceuticals PLC Deferred Bonus Plan 2023 (the "DBP"), summarised in Appendix 1 to this Notice and the rules of which are produced to this meeting and initialled by the Chairman for the purposes of identification, and to authorise the Board to do all such acts and things necessary or desirable to establish the DBP; and
2. authorise the Board to adopt further plans based on the DBP, but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Ordinary Shares made available under such schedules are treated as counting against any limits on individual or overall participation in the DBP.

Special Resolutions

Resolution 21

That if Resolution 18 is passed, the Board be given power to allot equity securities (as defined in section 560 of the Act) of the Company for cash under the authority conferred by that resolution; and/or sell Ordinary Shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of Resolution 18, by way of a rights issue only);

1. to Ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory and/or practical problems in, or under the laws of, any territory or any other matter;

1. in the case of the authority granted under paragraph a. of Resolution 18 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £2,202,628; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. or paragraph b. above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph b. above, such power to be used only for the purposes of making
   a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 28 July 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Hikma Pharmaceuticals PLC | Notice of Annual General Meeting

3

Notice of Annual General Meeting of Hikma Pharmaceuticals PLC continued

Resolution 22

That if Resolution 18 is passed, the Board be given the power in addition to any power granted under Resolution 21 to allot equity securities (as defined in the Act) for cash under the authority granted under paragraph a. of Resolution 18 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,202,628, such power to be used only for the purposes of financing a transaction which the Board determines to be either an acquisition
   or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice or for the purposes of refinancing such a transaction within 12 months of its taking place; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph a. above, such power to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 28 July 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 23

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

1. the maximum aggregate number of Ordinary Shares which may be purchased is 22,026,280;
2. the minimum price which may be paid for each Ordinary Share is 10 pence which amount shall be exclusive of expenses, if any;
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:
4. 1. an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day
      on which that Ordinary Share is contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out at the relevant time;
5. unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the AGM to be held in 2024 (or, if earlier, 28 July 2024); and
6. under this authority the Company may enter into a contract to purchase Ordinary Shares which would or might be executed wholly or partly after the expiry of this authority, and the Company may make purchases of Ordinary Shares pursuant to any such contract as if this authority had not expired.

Resolution 24

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

By order of the Board

Hussein O Arkhagha

Chief Counsel and Company Secretary 16 March 2023

Registered Office:

1 New Burlington Place

London W1S 2HR

United Kingdom

Registered in England and Wales

No. 05557934

4	Hikma Pharmaceuticals PLC | Notice of Annual General Meeting

Explanatory notes

• Explanatory notes

The following explanatory notes provide an explanation of the Resolutions to be considered at the AGM.

Resolutions 1 to 20 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the relevant resolution. Resolutions 21 to 24 (inclusive) will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three- quarters of the votes cast must be in favour of the relevant resolution.

Resolution 1: Reports and accounts

This resolution is to receive and accept the Company's accounts and the reports of the Directors and auditors for the financial year ended 31 December 2022.

Resolution 2: Dividend

This resolution is to approve the payment of a final dividend of 37 cents per Ordinary Share for the year ended 31 December 2022. The proposed dividend will be paid on 5 May 2023 to all Shareholders on the register of Members at the close of business on 24 March 2023.

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 contact the Registrar before 3 April 2023 informing them of your currency selection at:

Link Group, 10th Floor, Central Square,

29 Wellington Street, Leeds LS1 4DL, United Kingdom

Or by telephoning a Link representative on: Tel: [phone] (from within the UK)

Tel: [phone] (from outside the UK)

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

E-mail: [e-mail]

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 Manual.

A Euroclear Corporate Actions bulletin will be issued in due course.

Resolutions 3 and 4: Re-appointment and remuneration of auditors

Resolution 3 is to re-appoint PricewaterhouseCoopers LLP ("PwC") as auditors of the Company, to hold office from the end of this AGM to the end of the next General Meeting at which accounts are laid before the Shareholders. Further detail on the Audit Committee's recommendation to re-appoint PwC is set out on pages 89 and 90 of the Annual Report and Accounts for the year ended 31 December 2022.

Resolution 4 is to authorise the fixing of the remuneration of the auditors. The Audit Committee will consider and approve the audit fees on behalf of the Board.

Resolutions 5 to 15: Election and re-election of Directors

The Directors included in these resolutions are standing for election or re-election (as applicable) in accordance with the Company's policy and in line with the UK Corporate Governance Code (the "Code") which states that all directors of companies with a premium listing should be subject to annual election by shareholders. A summary of the experiences and effectiveness of the Directors who are seeking election and re-election is detailed on pages 8 to 11 of this Notice and on the Company's website www.hikma.com.

In reviewing the independence of each Non-Executive Director, the Board has concluded that the majority of Non- Executive Directors are independent with the exception of Ali Al-Husry and, with effect from the AGM in 2023, of Patrick Butler (please see pages 8 and 9 of this Notice for further details). In addition, the Chairman confirms that the Board has recently appraised the performances of each of the Directors and considered the balance of skills and experience required. The Board has determined that they each continue to make an effective and valuable contribution to the Board and fully supports each re-election.

Resolution 16: Annual Report on Remuneration

Shareholders will have the opportunity to cast an advisory vote on the Annual Report on Remuneration (excluding the Directors' Remuneration Policy), as set out on pages 109 to 124 of the Annual Report and Accounts for the year ended 31 December 2022.

Resolution 17: Directors'

Remuneration Policy

The Company is required to seek Shareholders' approval of its policy on remuneration of directors (the "Directors' Remuneration Policy") set out on pages 99 to 108 of the Annual Report and Accounts for the year ended 31 December 2022. The vote is binding.

The Remuneration Committee Chair has highlighted the key changes from the Company's existing policy on directors' remuneration adopted by Shareholders in 2020 in the Annual Statement by the Remuneration Committee Chair set out on pages 95 and 96 of the Annual Report and Accounts for the year ended 31 December 2022 and in Appendix 2 to this Notice. The proposed changes are intended to meet the future needs of Hikma's business, with an incentive structure that rewards performance linked to business plan delivery, and retains and attracts an appropriate calibre of executive talent, recognising the highly competitive global pharmaceutical industry.

The Directors' Remuneration Policy, if approved, will take effect from the conclusion of the AGM and will apply until replaced by a new or amended policy. Once the policy

is effective, the Company will not be able to make remuneration payments to a director, or loss of office payments to a current or past director, unless the payment is consistent with the approved policy or an amendment to the policy authorising the Company to make the payment has been otherwise approved by Shareholders.

If the Directors' Remuneration Policy is not approved by the Shareholders for any reason, the Company will, if and to the extent permitted to do so under the Act, continue to make payments to directors in accordance with the Company's existing policy on directors' remuneration and will seek Shareholder approval for a revised policy

as soon as practicable. The Directors' Remuneration Policy must be submitted to Shareholders for approval at least every three years and the Company's next policy on directors' remuneration will be submitted no later than the 2026 AGM.

Hikma Pharmaceuticals PLC | Notice of Annual General Meeting

5