Equibles

10-Q

PERRIGO Co plc (PRGO)

10-Q 2023-05-09 For: 2023-04-01
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 10-Q

_______________________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 1, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number 001-36353

_______________________________________________

Perrigo Company plc

(Exact name of registrant as specified in its charter)

_______________________________________________

Ireland Not Applicable
(State or other jurisdiction of<br>incorporation or organization) (I.R.S. Employer<br>Identification No.)

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary shares, €0.001 par value PRGO New York Stock Exchange
3.900% Notes due 2024 PRGO24 New York Stock Exchange
4.375% Notes due 2026 PRGO26 New York Stock Exchange
4.400% Notes due 2030 PRGO30 New York Stock Exchange
5.300% Notes due 2043 PRGO43 New York Stock Exchange
4.900% Notes due 2044 PRGO44 New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐  Yes  ☒ No

As of May 5, 2023, there were 135,325,847 ordinary shares outstanding.

PERRIGO COMPANY PLC

FORM 10-Q

INDEX

PAGE<br><br>NUMBER
Cautionary Note Regarding Forward-Looking Statements 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Comprehensive Income 5
Condensed Consolidated Balance Sheets 6
Condensed Consolidated Statements of Shareholders' Equity 7
Condensed Consolidated Statements of Cash Flows 8
Notes to the Condensed Consolidated Financial Statements
1 Summary of Significant Accounting Policies 9
2 Revenue Recognition 10
3 Acquisitions and Divestitures 11
4 Discontinued Operations 12
5 Inventories 13
6 Investments 13
7 Leases 14
8 Goodwill and Intangible Assets 15
9 Fair Value Measurements 16
10 Derivative Instruments and Hedging Activities 17
11 Indebtedness 21
12 Earnings per Share and Shareholders' Equity 22
13 Accumulated Other Comprehensive Income (Loss) 22
14 Restructuring Charges 23
15 Income Taxes 23
16 Contingencies 25
17 Segment Information 31
18 Subsequent Events 31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33
Item 3. Quantitative and Qualitative Disclosures About Market Risk 44
Item 4. Controls and Procedures 44
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 45
Item 1A. Risk Factors 45
Item 6. Exhibits 47
Signatures 48

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this report, including certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” "forecast," “predict,” “potential” or the negative of those terms or other comparable terminology.

The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including: supply chain impacts on the Company’s business, including those caused or exacerbated by armed conflict, trade and other economic sanctions and/or disease; general economic, credit, and market conditions; the impact of the war in Ukraine and any escalation thereof, including the effects of economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries related thereto; the outbreak or escalation of conflict in other regions where we do business; future impairment charges, if we determine that the carrying amount of specific assets may not be recoverable from the expected future cash flows of such assets; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than the Company does; pricing pressures from customers and consumers; resolution of uncertain tax positions and any litigation relating thereto, ongoing or future government investigations and regulatory initiatives; uncertainty regarding the timing of, and the Company’s ability to obtain and maintain, certain regulatory approvals, including the sale of daily over-the-counter oral contraceptives; potential costs and reputational impact of product recalls or sales halts; potential adverse changes to U.S. and foreign tax, healthcare and other government policy; the effect of the coronavirus (COVID-19) pandemic and its variants; the timing, amount and cost of any share repurchases (or the absence thereof); fluctuations in currency exchange rates and interest rates; the Company’s ability to achieve the benefits expected from the sale of its Rx business and the risk that potential costs or liabilities incurred or retained in connection with that transaction may exceed the Company’s estimates or adversely affect the Company’s business or operations; the Company’s ability to achieve the benefits expected from the acquisitions of Héra SAS ("HRA Pharma") and Nestlé’s Gateway infant formula plant along with the U.S. and Canadian rights to the GoodStart® infant formula brand and other related formula brands ("Gateway") and/or the risks that the Company’s synergy estimates are inaccurate or that the Company faces higher than anticipated integration or other costs in connection with the acquisitions; risks associated with the integration of HRA Pharma and Gateway, including the risk that growth rates are adversely affected by any delay in the integration of sales and distribution networks; the consummation and success of other announced and unannounced acquisitions or dispositions, and the Company’s ability to realize the desired benefits thereof; and the Company’s ability to execute and achieve the desired benefits of announced cost-reduction efforts and other strategic initiatives and investments, including the Company’s ability to achieve the expected benefits from its Supply Chain Reinvention Program. Adverse results with respect to pending litigation could have a material adverse impact on the Company's operating results, cash flows and liquidity, and could ultimately require the use of corporate assets to pay damages, reducing assets that would otherwise be available for other corporate purposes. There can be no assurance that the FDA will approve the sale of daily oral contraceptives without a prescription in the United States. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2022, this report under “Risk Factors” and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This report contains trademarks, trade names and service marks that are the property of Perrigo Company plc, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.

Perrigo Company plc - Item 1

PART I.     FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS (UNAUDITED)

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

(unaudited)

Three Months Ended
April 1,<br>2023 April 2,<br>2022
Net sales $ 1,181.7 $ 1,074.5
Cost of sales 767.9 736.7
Gross profit 413.8 337.8
Operating expenses
Distribution 28.6 24.4
Research and development 31.1 29.3
Selling 167.9 135.6
Administration 135.0 122.3
Restructuring 3.4 3.6
Other operating (income) expense, net (0.7) 0.9
Total operating expenses 365.3 316.1
Operating income 48.5 21.7
Interest expense, net 43.7 35.8
Other expense (income), net 0.5 (1.1)
Income (loss) from continuing operations before income taxes 4.3 (13.0)
Income tax expense (benefit) 5.4 (11.7)
Income (loss) from continuing operations (1.1) (1.3)
Income (loss) from discontinued operations, net of tax (1.9) (1.1)
Net income (loss) $ (3.0) $ (2.4)
Earnings (loss) per share
Basic
Continuing operations $ (0.01) $ (0.01)
Discontinued operations (0.01) (0.01)
Basic earnings (loss) per share $ (0.02) $ (0.02)
Diluted
Continuing operations $ (0.01) $ (0.01)
Discontinued operations (0.01) (0.01)
Diluted earnings (loss) per share $ (0.02) $ (0.02)
Weighted-average shares outstanding
Basic 134.9 134.0
Diluted 134.9 134.0

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

Three Months Ended
April 1,<br>2023 April 2,<br>2022
Net income (loss) $ (3.0) $ (2.4)
Other comprehensive income (loss):
Foreign currency translation adjustments 52.7 (24.6)
Change in fair value of derivative financial instruments, net of tax (31.5) 10.4
Change in post-retirement and pension liability, net of tax (0.5) (6.3)
Other comprehensive income (loss), net of tax 20.7 (20.5)
Comprehensive income (loss) $ 17.7 $ (22.9)

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

(unaudited)

April 1,<br>2023 December 31,<br>2022
Assets
Cash and cash equivalents $ 553.0 $ 600.7
Accounts receivable, net of allowance for credit losses of $7.1 and $6.8, respectively 738.7 697.1
Inventories 1,183.0 1,150.3
Prepaid expenses and other current assets 266.0 271.8
Total current assets 2,740.7 2,719.9
Property, plant and equipment, net 919.3 926.3
Operating lease assets 211.7 217.1
Goodwill and indefinite-lived intangible assets 3,650.4 3,549.0
Definite-lived intangible assets, net 3,083.9 3,230.2
Deferred income taxes 6.1 7.1
Other non-current assets 342.8 367.7
Total non-current assets 8,214.2 8,297.4
Total assets $ 10,954.9 $ 11,017.3
Liabilities and Shareholders’ Equity
Accounts payable $ 505.2 $ 537.3
Payroll and related taxes 106.5 136.4
Accrued customer programs 146.7 139.1
Other accrued liabilities 272.0 250.2
Accrued income taxes 17.6 14.4
Current indebtedness 38.8 36.2
Total current liabilities 1,086.8 1,113.6
Long-term debt, less current portion 4,062.8 4,070.4
Deferred income taxes 333.8 368.2
Other non-current liabilities 637.6 623.0
Total non-current liabilities 5,034.2 5,061.6
Total liabilities 6,121.0 6,175.2
Contingencies - Refer to Note 16
Shareholders’ equity
Controlling interests:
Preferred shares, $0.0001 par value per share, 10 shares authorized — —
Ordinary shares, €0.001 par value per share, 10,000 shares authorized 6,910.8 6,936.7
Accumulated other comprehensive income (6.3) (27.0)
Retained earnings (accumulated deficit) (2,070.6) (2,067.6)
Total shareholders’ equity 4,833.9 4,842.1
Total liabilities and shareholders' equity $ 10,954.9 $ 11,017.3
Supplemental Disclosures of Balance Sheet Information
Preferred shares, issued and outstanding — —
Ordinary shares, issued and outstanding 135.3 134.7

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions, except per share amounts)

(unaudited)

Ordinary Shares<br>Issued Accumulated<br>Other<br>Comprehensive<br>Income Retained<br>Earnings<br>(Accumulated Deficit) Total
Shares Amount
Balance at December 31, 2021 133.8 $ 7,043.2 $ 35.5 $ (1,927.0) $ 5,151.7
Net loss — — — (2.4) (2.4)
Other comprehensive loss — — (20.5) — (20.5)
Restricted stock plan 1.2 — — — —
Compensation for restricted stock — 26.3 — — 26.3
Cash dividends, $0.26 per share — (34.2) — — (34.2)
Shares withheld for payment of employees' withholding tax liability (0.4) (16.4) — — (16.4)
Balance at April 2, 2022 134.6 $ 7,018.9 $ 15.0 $ (1,929.4) $ 5,104.5
Ordinary Shares<br>Issued Accumulated<br>Other<br>Comprehensive<br>Income Retained<br>Earnings<br>(Accumulated Deficit) Total
--- --- --- --- --- --- --- --- --- ---
Shares Amount
Balance at December 31, 2022 134.7 $ 6,936.7 $ (27.0) $ (2,067.6) $ 4,842.1
Net loss — — — (3.0) (3.0)
Other comprehensive income — — 20.7 — 20.7
Restricted stock plan 1.0 — — — —
Compensation for restricted stock — 24.9 — — 24.9
Cash dividends, $0.27 per share — (36.2) — — (36.2)
Shares withheld for payment of employees' withholding tax liability (0.4) (14.6) — — (14.6)
Balance at April 1, 2023 135.3 $ 6,910.8 $ (6.3) $ (2,070.6) $ 4,833.9

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

PERRIGO COMPANY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended
April 1,<br>2023 April 2,<br>2022
Cash Flows From (For) Operating Activities
Net income (loss) $ (3.0) $ (2.4)
Adjustments to derive cash flows:
Depreciation and amortization 88.7 69.5
Share-based compensation 24.9 26.3
Restructuring charges 3.4 3.6
Loss on sale of business — 1.4
Amortization of debt discount (premium) 0.7 (0.2)
Gain on sale of assets (3.9) (5.8)
Deferred income taxes (9.9) 5.1
Other non-cash adjustments, net 6.4 (17.5)
Subtotal 107.3 80.0
Increase (decrease) in cash due to:
Accounts receivable (39.8) (38.1)
Inventories (28.6) (10.5)
Prepaid expenses and other current assets 17.1 8.1
Accounts payable (29.8) 72.6
Payroll and related taxes (34.3) (31.8)
Accrued customer programs 6.8 8.9
Accrued liabilities 8.0 23.7
Accrued income taxes 2.5 (33.9)
Other, net 10.2 0.1
Subtotal (87.9) (0.9)
Net cash from (for) operating activities 19.4 79.1
Cash Flows From (For) Investing Activities
Additions to property, plant and equipment (23.2) (20.3)
Net proceeds from sale of businesses — 58.7
Proceeds from sale of assets 1.8 22.9
Proceeds from royalty rights 1.8 1.4
Net cash from (for) investing activities (19.6) 62.7
Cash Flows From (For) Financing Activities
Borrowings (repayments) of revolving credit agreements and other financing, net (5.9) —
Cash dividends (36.2) (34.2)
Other financing, net (8.6) (17.7)
Net cash from (for) financing activities (50.7) (51.9)
Effect of exchange rate changes on cash and cash equivalents 3.2 (3.7)
Net increase (decrease) in cash and cash equivalents (47.7) 86.2
Cash and cash equivalents of continuing operations, beginning of period 600.7 1,864.9
Cash and cash equivalents held for sale, beginning of period — 14.4
Less cash and cash equivalents held for sale, end of period — —
Cash and cash equivalents of continuing operations, end of period $ 553.0 $ 1,965.5

See accompanying Notes to the Condensed Consolidated Financial Statements.

Perrigo Company plc - Item 1

Note 1

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.

We are a leading provider of over-the-counter ("OTC") health and wellness solutions that are designed to enhance individual well-being and empower consumers to proactively prevent or treat conditions that can be self-managed. Our vision is to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold. We are headquartered in Ireland and sell our products primarily in North America and Europe as well as in other markets around the world.

Basis of Presentation

Our unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited Condensed Consolidated Financial Statements have been included and include our accounts and accounts of all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Some amounts in this report may not add due to rounding.

Segment Reporting

Our reporting and operating segments are as follows:

•Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. CSCA previously included our Latin American businesses until they were disposed on March 9, 2022.

•Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia.

We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S., and other pharmaceuticals and diagnostic business in Israel, which have been divested. Following the divestiture, there were no substantial assets or operations left in this segment. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report (refer to Note4).

Our segments reflect the way in which our chief operating decision maker, who is our CEO, makes operating decisions, allocates resources and manages the growth and profitability of the Company. Financial information related to our business segments and geographic locations can be found in Note 2and Note 17.

Foreign Currency Translation and Transactions

We translate our non-U.S. dollar-denominated operations’ assets and liabilities into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of Accumulated other comprehensive income (loss) ("AOCI"). Gains or losses from foreign currency transactions are included in Other (income) expense, net.

Perrigo Company plc - Item 1

Note 1

Allowance for Credit Losses

Expected credit losses on trade receivables and contract assets are measured collectively by geographic location. Historical credit loss experience provides the primary basis for estimation of expected credit losses and is adjusted for current conditions and for reasonable and supportable forecasts. Receivables that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. The following table presents the allowance for credit losses activity (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
Balance at beginning of period $ 6.8 $ 7.2
Provision for credit losses, net — 0.3
Receivables written-off (0.3) (0.8)
Currency translation adjustment 0.6 0.4
Balance at end of period $ 7.1 $ 7.1

NOTE 2 - REVENUE RECOGNITION

The following is a summary of our net sales by category(1) (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
CSCA
Upper Respiratory $ 154.3 $ 152.8
Nutrition 139.9 127.2
Digestive Health 124.2 118.6
Pain and Sleep-Aids 103.5 102.9
Oral Care 84.4 70.4
Healthy Lifestyle 73.4 67.6
Skin Care 52.3 40.9
Women's Health 11.9 8.2
Vitamins, Minerals, and Supplements ("VMS") 4.0 7.7
Other CSCA(2) 15.8 13.7
Total CSCA 763.7 710.0
CSCI
Upper Respiratory 84.8 66.5
Skin Care 83.4 73.9
Healthy Lifestyle 66.4 58.9
Pain and Sleep-Aids 49.9 54.0
VMS 47.8 49.5
Women's Health 29.1 13.7
Oral Care 29.1 28.9
Digestive Health 8.8 9.2
Other CSCI(3) 18.8 9.9
Total CSCI 418.1 364.5
Total net sales $ 1,181.7 $ 1,074.5

(1) We updated our global reporting product categories as a result of our product portfolio reconfiguration. These product categories have been adjusted retroactively to reflect the changes and have no impact on historical financial position, results of operations, or cash flows.

(2) Consists primarily of product sales and royalty income related to supply and distribution agreements and other miscellaneous or otherwise uncategorized product lines and markets, none of which is greater than 10% of the segment net sales.

Perrigo Company plc - Item 1

Note 2

(3) Consists primarily of our rare diseases business and other miscellaneous or otherwise uncategorized product lines, none of which is greater

than 10% of the segment net sales.

While the majority of revenue is recognized at a point in time, certain of our product revenue is recognized over time. Customer contracts recognized over time exist predominately in contract manufacturing arrangements, which occur in both the CSCA and CSCI segments. Contract manufacturing revenue was $90.0 million for the three months ended April 1, 2023, and $70.8 million for the three months ended April 2, 2022.

We also recognize a portion of the store brand OTC product revenues in the CSCA segment on an over time basis; however, the timing difference between over time and point in time revenue recognition for store brand contracts is not significant due to the short time period between the customization of the product and shipment or delivery.

The following table provides information about contract assets from contracts with customers (in millions):

Balance Sheet Location April 1, 2023 December 31, 2022
Short-term contract assets Prepaid expenses and other current assets $ 31.7 $ 41.5

We generated net sales in the following geographic locations(1) (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
U.S. $ 750.0 $ 683.1
Europe(2) 407.3 351.7
All other countries(3) 24.4 39.7
Total net sales $ 1,181.7 $ 1,074.5

(1) The net sales by geography are derived from the location of the entity that sells to a third party.

(2) Includes Ireland net sales of $7.3 million and $6.6 million for the three months ended April 1, 2023 and April 2, 2022, respectively.

(3) Includes net sales generated primarily in Australia and Canada.

NOTE 3 - ACQUISITIONS AND DIVESTITURES

Acquisitions During the Year Ended December 31, 2022

Héra SAS ("HRA Pharma")

On April 29, 2022, we completed the previously announced acquisition of 100% of the outstanding equity interest in HRA Pharma for total consideration of €1.8 billion, or approximately $1.9 billion. We funded the transaction with cash on hand and borrowings under our New Senior Secured Credit Facilities (as defined in Note 11). The acquisition of HRA Pharma was accounted for as a business combination and has been reported in our Condensed Consolidated Statements of Operations as of the acquisition date.

HRA Pharma is a self-care based company with consumer brands such as Compeed®, ellaOne® and Mederma®, as well as a trusted rare disease portfolio. The acquisition completed our transformation to a consumer self-care company. HRA Pharma’s operations are reported in both our CSCA and CSCI segments.

We recorded the preliminary purchase price allocation in the second quarter of 2022. During the first quarter of 2023, we recorded measurement period adjustments resulting in an increase to goodwill of $80.6 million, which consisted of a $104.3 million decrease in definite-lived intangibles, $27.2 million decrease in net Deferred income tax liabilities, a net increase of $2.0 million to other non-current liabilities, and a $1.5 million decrease in Prepaid expenses and other current assets. Current period earnings adjustments of $3.5 million to Cost of sales were recorded that would have been recognized during the year-ended December 31, 2022, if the measurement period adjustments to the provisional opening balance sheet were reflected as of the acquisition date.

Nestlé’s Gateway Infant Formula Plant and GoodStart® infant formula brand Acquisition

On November 1, 2022, we purchased Nestlé’s Gateway infant formula plant in Eau Claire, Wisconsin, along with the U.S. and Canadian rights to the GoodStart® infant formula brand ("Gateway"), for $110.0 million in cash, subject to customary post-closing adjustments. The acquisition was accounted for as a business combination and operating results attributable to the products are included in our CSCA segment in the Nutrition product category.

Perrigo Company plc - Item 1

Note 3

We are in the process of finalizing the valuation for the assets acquired. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.

Pro Forma Impact of Business Combinations

The following table presents unaudited pro forma information as if the HRA Pharma and Gateway acquisitions had occurred on January 1, 2021 and had been combined with the results reported in our Condensed Consolidated Statements of Operations for the three months ended April 2, 2022 (in millions):

Three Months Ended
(Unaudited) April 2, 2022
Net sales $ 1,209.3
Income (loss) from continuing operations $ 10.8

The unaudited pro forma information is presented for information purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and equipment that have been revalued, certain acquisition-related charges, and related tax effects.

Divestitures During the Year Ended December 31, 2022

Latin American businesses

On March 9, 2022, we completed the sale of our Mexico and Brazil-based OTC businesses ("Latin American businesses"), both within our CSCA segment, to Advent International for total consideration of $23.9 million, consisting of $5.4 million in cash, installment receivables due 12 and 18 months from completion totaling $11.3 million based on the Mexican peso exchange rate at the time of sale, and contingent consideration of $7.2 million based on the Brazilian real exchange rate at the time of sale. The sale resulted in a pre-tax loss of $1.4 million, net of professional fees, recorded in Other operating expense, net on the Condensed Consolidated Statements of Operations.

ScarAway®

On March 24, 2022, we completed the sale of the ScarAway® brand asset, a leading U.S. OTC scar management brand, to Alliance Pharmaceuticals Ltd. for cash consideration of $20.7 million. The sale resulted in a pre-tax gain of $3.6 million recorded in our CSCA segment in Other operating expense, net on the Condensed Consolidated Statements of Operations.

NOTE 4 - DISCONTINUED OPERATIONS

Our discontinued operations consist of our generic prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “Rx business”).

On July 6, 2021, we completed the sale of the Rx business to Altaris Capital Partners, LLC ("Altaris") for aggregate consideration of $1.55 billion. The consideration included a $53.3 million reimbursement related to an Abbreviated New Drug Application (“ANDA") for a generic topical lotion which Altaris delivered in cash to Perrigo pursuant to the terms of the definitive agreement during the three months ended April 2, 2022.

Under the terms of a transition services agreement ("TSA"), we provided transition services which were substantially completed as of the end of the third quarter of 2022. We also entered into reciprocal supply agreements pursuant to which Perrigo will supply certain products to the Rx business and the Rx business will supply certain products to Perrigo. The supply agreements have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We also extended distribution rights to the Rx business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits.

Perrigo Company plc - Item 1

Note 4

In connection with the sale, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 16 - Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, Altaris' obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on Altaris' obligation of $50.0 million. We have not requested payments from Altaris related to the indemnity of these liabilities during the three months ended April 1, 2023.

Current and prior period reported net loss from discontinued operations primarily relates to legal fees, partially offset by an income tax benefit.

NOTE 5 - INVENTORIES

Major components of inventory were as follows (in millions):

April 1, 2023 December 31, 2022
Finished goods $ 674.7 $ 620.3
Work in process 251.1 262.2
Raw materials 257.2 267.8
Total inventories $ 1,183.0 $ 1,150.3

NOTE 6 - INVESTMENTS

The following table summarizes the measurement category, balance sheet location, and balances of our equity securities (in millions):

Measurement Category Balance Sheet Location April 1, 2023 December 31, 2022
Fair value method Prepaid expenses and other current assets $ 0.1 $ 0.1
Fair value method(1) Other non-current assets $ 1.7 $ 1.7
Equity method Other non-current assets $ 62.7 $ 63.4

(1) Measured at fair value using the Net Asset Value practical expedient.

The following table summarizes the expense recognized in earnings of our equity securities (in millions):

Three Months Ended
Measurement Category Income Statement Location April 1, 2023 April 2, 2022
Fair value method Other expense (income), net $ 0.1 $ 0.2
Equity method Other expense (income), net $ 0.7 $ 0.7

Perrigo Company plc - Item 1

Note 7

NOTE 7 - LEASES

The balance sheet locations of our lease assets and liabilities were as follows (in millions):

Assets Balance Sheet Location April 1, 2023 December 31, 2022
Operating Operating lease assets $ 211.7 $ 217.1
Finance Other non-current assets 21.0 22.0
Total $ 232.7 $ 239.1
Liabilities Balance Sheet Location April 1, 2023 December 31, 2022
--- --- --- --- --- ---
Current
Operating Other accrued liabilities $ 28.3 $ 28.4
Finance Current indebtedness 2.8 3.3
Non-Current
Operating Other non-current liabilities 184.7 189.5
Finance Long-term debt, less current portion 16.9 17.4
Total $ 232.7 $ 238.6

The below tables show our lease assets and liabilities by reporting segment (in millions):

Assets
Operating Financing
April 1, 2023 December 31, 2022 April 1, 2023 December 31, 2022
CSCA $ 97.9 $ 100.5 $ 13.5 $ 13.8
CSCI 48.4 49.5 6.5 6.6
Unallocated 65.4 67.1 1.0 1.6
Total $ 211.7 $ 217.1 $ 21.0 $ 22.0 Liabilities
--- --- --- --- --- --- --- --- ---
Operating Financing
April 1, 2023 December 31, 2022 April 1, 2023 December 31, 2022
CSCA $ 99.4 $ 102.2 $ 14.6 $ 14.9
CSCI 51.0 51.7 4.0 4.1
Unallocated 62.6 64.0 1.1 1.7
Total $ 213.0 $ 217.9 $ 19.7 $ 20.7

Lease expense was as follows (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
Operating leases(1) $ 12.0 $ 9.7
Finance leases
Amortization $ 1.1 $ 1.5
Interest 0.1 0.2
Total finance leases $ 1.2 $ 1.7

(1) Includes short-term leases and variable lease costs, which are immaterial.

Perrigo Company plc - Item 1

Note 7

The annual future maturities of our leases as of April 1, 2023 are as follows (in millions):

Operating Leases Finance Leases Total
2023 $ 24.7 $ 2.7 $ 27.4
2024 29.5 2.4 31.9
2025 27.6 2.2 29.8
2026 22.4 2.0 24.4
2027 21.7 2.0 23.7
After 2027 117.9 11.6 129.5
Total lease payments 243.8 22.9 266.7
Less: Interest 30.8 3.2 34.0
Present value of lease liabilities $ 213.0 $ 19.7 $ 232.7

Our weighted average lease terms and discount rates are as follows:

April 1, 2023 April 2, 2022
Weighted-average remaining lease term (in years)
Operating leases 10.85 12.09
Finance leases 9.49 9.28
Weighted-average discount rate
Operating leases 2.5 % 2.6 %
Finance leases 3.0 % 2.8 %

Our lease cash flow classifications are as follows (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases $ 9.0 $ 8.5
Operating cash flows for finance leases $ 0.1 $ 0.2
Financing cash flows for finance leases $ 1.0 $ 1.3
Leased assets obtained in exchange for new operating lease liabilities $ 1.4 $ 31.6

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

Goodwill

Changes in the carrying amount of goodwill, by reportable segment, were as follows (in millions):

December 31, 2022 Purchase accounting adjustments Currency translation adjustments April 1, 2023
CSCA(1) $ 2,044.4 $ 35.2 $ — $ 2,079.6
CSCI(2) 1,446.0 45.4 20.2 1,511.6
Total goodwill $ 3,490.4 $ 80.6 $ 20.2 $ 3,591.2

(1) We had accumulated goodwill impairments of $6.1 million as of April 1, 2023 and December 31, 2022.

(2) We had accumulated goodwill impairments of $878.4 million as of April 1, 2023 and December 31, 2022.

Perrigo Company plc - Item 1

Note 8

Intangible Assets

Intangible assets and related accumulated amortization consisted of the following (in millions):

April 1, 2023 December 31, 2022
Gross Accumulated<br>Amortization Gross Accumulated<br>Amortization
Indefinite-lived intangibles:(1)
Trademarks, trade names, and brands $ 3.2 $ — $ 3.2 $ —
In-process research and development 56.0 — 55.4 —
Total indefinite-lived intangibles $ 59.2 $ — $ 58.6 $ —
Definite-lived intangibles:
Distribution and license agreements and supply agreements $ 95.1 $ 59.2 $ 94.9 $ 58.1
Developed product technology, formulations, and product rights 474.9 218.2 484.8 211.8
Customer relationships and distribution networks 1,844.7 1,006.8 1,825.1 965.9
Trademarks, trade names, and brands 2,462.4 509.0 2,542.2 481.0
Non-compete agreements 2.0 2.0 2.0 2.0
Total definite-lived intangibles $ 4,879.1 $ 1,795.2 $ 4,949.0 $ 1,718.8
Total intangible assets $ 4,938.3 $ 1,795.2 $ 5,007.6 $ 1,718.8

(1) Certain intangible assets are denominated in currencies other than U.S. dollar; therefore, their gross and net carrying values are subject to foreign currency movements.

We recorded amortization expense of $65.4 million and $48.5 million for the three months ended April 1, 2023 and April 2, 2022, respectively.

NOTE 9 - FAIR VALUE MEASUREMENTS

The table below summarizes the valuation of our financial instruments carried at fair value by the applicable pricing categories (in millions):

April 1, 2023 December 31, 2022
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Measured at fair value on a recurring basis:
Assets:
Investment securities $ 0.1 $ — $ — $ 0.1 $ — $ —
Foreign currency forward contracts — 3.4 — — 4.2 —
Interest rate swap agreements — 24.9 — — 50.5 —
Total assets $ 0.1 $ 28.3 $ — $ 0.1 $ 54.7 $ —
Liabilities:
Cross-currency swap $ — $ 111.3 $ — $ — $ 96.1 $ —
Foreign currency forward contracts — 3.1 — — 5.2 —
Total liabilities $ — $ 114.4 $ — $ — $ 101.3 $ —

There were no transfers within Level 3 fair value measurements during the three months ended April 1, 2023 or the

year ended December 31, 2022.

Non-recurring Fair Value Measurements

The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.

Perrigo Company plc - Item 1

Note 9

Fixed Rate Long-term Debt

Our fixed rate long-term debt consisted of the following (in millions):

April 1, 2023 December 31, 2022
Level 1 Level 1
Public Bonds
Carrying value (excluding discount) $ 2,544.4 $ 2,544.4
Fair value $ 2,315.0 $ 2,225.4

The fair values of our public bonds for all periods were based on quoted market prices. The fair values of our private placement note for all periods were based on interest rates offered for borrowings of a similar nature and remaining maturities.

The carrying amounts of our other financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, short-term debt, revolving credit agreements, and variable rate long-term debt, approximate their fair value.

NOTE 10 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Foreign Currency Option Contracts

In September 2021, to economically hedge the foreign currency exposure associated with the planned payment of the euro-denominated purchase price for HRA Pharma, we entered into two non-designated currency option contracts with a total notional amount of $1.1 billion that were scheduled to mature in September 2022. In April 2022, due to market conditions, we unwound the two options and entered into two new undesignated options to economically hedge the purchase price for HRA Pharma for a total notional amount of $2.0 billion. All premiums associated with the HRA Pharma related currency options were settled in April 2022 for $37.1 million. Within Other (income) expense we recorded a $3.5 million loss for the three months ended April 2, 2022.

Interest Rate Swaps

In April 2022, to economically hedge the interest rate risk of the New Senior Secured Credit Facilities (as defined in Note 11), we entered into five variable-to-fixed interest rate swap agreements. Three of the interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the 2022 Term Loan B Facility (as defined in Note 11). The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2029, on notional balances that decline from $1.0 billion to $812.5 million over the term. The other two interest rate swaps were designated as cash flow hedges to fix the interest rate on a substantial portion of the 2022 Term Loan A Facility (as defined in Note 11). The interest rate swaps cover an interest period ranging from June 1, 2022, through April 1, 2027, on notional balances that decline from $487.5 million to $387.5 million over the term.

As a designated cash flow hedge, gains and losses will be deferred in AOCI and recognized within Interest expense, net when interest is paid on the New Senior Secured Credit Facilities.

Cross-currency Swaps

In April 2022, we entered into three fixed-for-fixed cross currency interest rate swaps designated as net investment hedge to hedge the EUR currency exposure of our investment in European operations. In October 2022, we replaced those swaps by entering into three fixed-for-fixed cross currency interest rate swaps at market rates and designated the instruments as net investment hedges on our investment in European operations. The following are the terms and notional amounts outstanding:

•$700 million notional amount outstanding from October 25, 2022 through December 15, 2024;

•$700 million notional amount outstanding from October 25, 2022 through March 15, 2026; and

•$100 million notional amount outstanding from October 25, 2022 through June 15, 2030.

Perrigo Company plc - Item 1

Note 10

Foreign Currency Forwards

Notional amounts of foreign currency forward contracts were as follows (in millions):

April 1, 2023 December 31, 2022
British Pound (GBP) $ 213.1 $ 224.9
European Euro (EUR) 65.8 61.7
Swedish Krona (SEK) 65.6 56.9
United States Dollar (USD) 54.8 51.7
Chinese Yuan (CNH) 26.5 34.4
Danish Krone (DKK) 26.3 51.7
Canadian Dollar (CAD) 19.7 24.9
Mexican Peso (MXN) 19.4 13.3
Hungarian Forint (HUF) 15.8 10.6
Polish Zloty (PLZ) 15.7 25.2
Norwegian Krone (NOK) 10.5 12.4
Other (1) 26.3 25.9
Total $ 559.5 $ 593.6

(1) Number consists of various currencies notional amounts, none of which individually exceed $10 million in either period presented.

The maximum term of our forward currency exchange contracts is 60 months.

Effects of Derivatives on the Financial Statements

The below tables indicate the effects of all derivative instruments on the Condensed Consolidated Financial Statements. All amounts exclude income tax effects. The balance sheet location and gross fair value of our derivative instruments were as follows (in millions):

Balance Sheet Location April 1, 2023 December 31, 2022
Designated derivative assets:
Foreign currency forward contracts Prepaid expenses and other current assets $ 1.6 $ 1.1
Interest rate swap agreements Prepaid expenses and other current assets — 3.0
Foreign currency forward contracts Other non-current assets 0.7 0.7
Interest rate swap agreements Other non-current assets 24.9 47.5
Total designated derivative assets $ 27.2 $ 52.3
Non-designated derivative assets:
Foreign currency forward contracts Prepaid expenses and other current assets $ 1.1 $ 2.4
Total non-designated derivative assets $ 1.1 $ 2.4
Designated derivative liabilities:
Foreign currency forward contracts Other accrued liabilities $ 2.3 $ 4.2
Cross-currency swap Other accrued liabilities 111.3 96.1
Total designated derivative liabilities $ 113.6 $ 100.3
Non-designated derivative liabilities:
Foreign currency forward contracts Other accrued liabilities $ 0.8 $ 1.0

Perrigo Company plc - Item 1

Note 10

The amounts of (income)/expense recognized in earnings related to our non-designated derivatives on the Consolidated Statements of Operations were as follows (in millions):

Three months ended
Non-Designated Derivatives Income Statement Location April 1, 2023 April 2, 2022
Foreign currency forward contracts Other expense (income), net $ (1.2) $ 0.5
Interest expense, net (0.6) (0.4)
$ (1.8) $ 0.1
Foreign currency options Other expense (income), net $ — $ 3.5

The following tables summarize the effect of derivative instruments designated as hedging instruments in AOCI (in millions):

Gain/(Loss)
Reclassified from AOCI into Earnings Related to Amounts Excluded from Effectiveness Testing
Amount Recorded in OCI(1) Classification Amount Classification Amount Recognized in Earnings on Derivatives
Three Months Ended April 1, 2023
Cash flow hedges:
Interest rate swap agreements $ 24.9 Interest expense, net $ 2.9 Interest expense, net $ —
Foreign currency forward contracts (6.7) Net sales 0.4 Net sales —
Cost of sales (0.2) Cost of sales —
Other (income) expense, net 0.1
Total Cash flow hedges $ 18.2 $ 3.1 $ 0.1
Net investment hedges:
Cross-currency swap $ (23.7) Interest expense, net $ (6.5)
Three Months Ended April 2, 2022
Cash flow hedges:
Interest rate swap agreements $ — Interest expense, net $ (0.5) Interest expense, net $ —
Foreign currency forward contracts $ (7.2) Net sales 0.3 Net sales $ —
Cost of sales (0.4) Cost of sales $ 0.1
Other expense (income), net $ 0.1
Total Cash flow hedges $ (7.2) $ (0.6) $ 0.2
Net investment hedges:
Cross-currency swap $ (4.6) Interest expense, net $ (0.5)

(1) Net loss of $1.6 million is expected to be reclassified out of AOCI into earnings during the next 12 months.

Perrigo Company plc - Item 1

Note 10

The classification and amount of gain/(loss) recognized in earnings on fair value and hedging relationships were as follows (in millions):

Net Sales Cost of Sales Interest Expense, net Other (Income) Expense, net
Three Months Ended April 1, 2023
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 1,181.7 $ 767.9 $ 43.7 $ 0.5
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings $ 0.4 $ (0.2) $ — $ —
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ — $ — $ 0.1
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ 2.9 $ —
Three Months Ended April 2, 2022
Total amounts of income and expense line items presented on the Condensed Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded $ 1,074.5 $ 736.7 $ 35.8 $ (1.1)
Gain (loss) on cash flow hedging relationships
Foreign currency forward contracts
Amount of gain or (loss) reclassified from AOCI into earnings $ 0.3 $ (0.4) $ — $ —
Amount excluded from effectiveness testing recognized using a systematic and rational amortization approach $ — $ 0.1 $ — $ 0.1
Interest rate swap agreements
Amount of gain or (loss) reclassified from AOCI into earnings $ — $ — $ (0.5) $ —

Perrigo Company plc - Item 1

Note 11

NOTE 11 - INDEBTEDNESS

Total borrowings are summarized as follows (in millions):

April 1, 2023 December 31, 2022
Term loan
2022 Term loan A due April 20, 2027 490.6 493.8
2022 Term loan B due April 20, 2029 1,091.8 1,094.5
Total term loans 1,582.4 1,588.3
Notes and Bonds
Coupon Due
3.900% December 15, 2024 700.0 700.0
4.375% March 15, 2026 700.0 700.0
4.400% June 15, 2030(1) 750.0 750.0
5.300% November 15, 2043 90.5 90.5
4.900% December 15, 2044 303.9 303.9
Total notes and bonds 2,544.4 2,544.4
Other financing 19.4 20.6
Unamortized premium (discount), net (15.3) (15.9)
Deferred financing fees (29.3) (30.8)
Total borrowings outstanding 4,101.6 4,106.6
Current indebtedness (38.8) (36.2)
Total long-term debt less current portion $ 4,062.8 $ 4,070.4

(1) The coupon rate noted above is as of April 1, 2023, this will increase from 4.400% to 4.650% on payments starting after June 15, 2023, following a credit rating downgrade by Moody's in the first quarter of 2023. Future interest rate adjustments are subject to a 2.0% total cap above the original 3.150% interest rate based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc and Wells Fargo Bank, National Association, as trustee.

Credit Agreements

On April 20, 2022, we and our wholly owned subsidiary, Perrigo Investments, LLC, entered into new senior secured credit facilities consisting of (i) a $1.0 billion five-year revolving credit facility (the “2022 Revolver”), (ii) a $500 million five-year Term Loan A facility (the “2022 Term Loan A Facility”), and (iii) a $1.1 billion seven-year Term Loan B facility (the “2022 Term Loan B Facility” and, together with the 2022 Revolver and 2022 Term Loan A Facility, the “New Senior Secured Credit Facilities”), pursuant to a new Term Loan and Revolving Credit Agreement. The New Senior Secured Credit Facilities are guaranteed, along with any hedging or cash management obligations entered into with a lender, by us and certain of our direct and indirect wholly-owned subsidiaries organized in the United States, Ireland, Belgium and England and Wales (subject to certain exceptions) (the “Guarantor Subsidiaries”). The Guarantor Subsidiaries and Perrigo Investments, LLC provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.300% Notes due 2043 issued by the Company, and the Guarantor Subsidiaries, Perrigo Investments, LLC and the Company provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 3.900% Notes due 2024, the 4.375% Notes due 2026, the 4.400% Notes due 2030 and the 4.900% Notes due 2044 issued by Perrigo Finance Unlimited Company.

The Credit Agreement also contains customary representations and warranties and customary affirmative and negative covenants applicable to the Borrower and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions. The Credit Agreement contains financial covenants that require the Borrower and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio of 3.00 to 1.00 at the end of each fiscal quarter and (b) not fall below a minimum interest coverage ratio of 3.00 to 1.00 at the end of each fiscal quarter, provided that such covenants apply only to the 2022 Revolver and the 2022 Term Loan A Facility. If we consummate certain qualifying acquisitions during the term of the loan, the maximum first lien secured net leverage ratio covenant would increase to 3.25 to 1.00 for such quarter and the three following fiscal quarters thereafter. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

Perrigo Company plc - Item 1

Note 11

During the three months ended April 1, 2023, principal repayments of $5.9 million were made on the 2022 Term Loan A Facility and 2022 Term Loan B Facility.

There were no borrowings outstanding under the 2022 Revolver as of April 1, 2023 or December 31, 2022, respectively.

We are in compliance with all the covenants under our debt agreements as of April 1, 2023.

Other Financing

We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding under such facilities in the above table under "Other financing". There were no borrowings outstanding under the overdraft facilities as of April 1, 2023 or December 31, 2022.

We have financing leases that are reported in the above table under "Other financing" (refer to Note 7).

NOTE 12 - EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

Earnings per Share

A reconciliation of the numerators and denominators used in our basic and diluted earnings per share ("EPS") calculation is as follows (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
Numerator:
Income (loss) from continuing operations $ (1.1) $ (1.3)
Income (loss) from discontinued operations, net of tax (1.9) (1.1)
Net income (loss) $ (3.0) $ (2.4)
Denominator:
Weighted average shares outstanding for basic EPS 134.9 134.0
Weighted average shares outstanding for diluted EPS (1) 134.9 134.0
Anti-dilutive share-based awards excluded from computation of diluted EPS(1) — —

(1) In the period of a net loss from continuing operations, diluted shares equal basic shares.

Shareholders' Equity

In October 2018, our Board of Directors authorized up to $1.0 billion of share repurchases with no expiration date, subject to the Board of Directors’ approval of the pricing parameters and amount that may be repurchased under each specific share repurchase program (the "2018 Authorization"). We did not repurchase any shares during the three months ended April 1, 2023 or April 2, 2022.

NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in our AOCI balances, net of tax were as follows (in millions):

Fair Value of Derivative Financial Instruments, net of tax Foreign Currency Translation Adjustments Post-Employment Plan Adjustments, net of tax(1) Total AOCI
Balance at December 31, 2022 $ 24.5 $ (58.6) $ 7.1 $ (27.0)
OCI before reclassifications (28.4) 52.7 (0.5) 23.8
Amounts reclassified from AOCI (3.1) — — (3.1)
Other comprehensive income (loss) $ (31.5) $ 52.7 $ (0.5) $ 20.7
Balance at April 1, 2023 $ (7.0) $ (5.9) $ 6.6 $ (6.3)

Perrigo Company plc - Item 1

Note 14

NOTE 14 - RESTRUCTURING CHARGES

We periodically take action to reduce redundant expenses and improve operating efficiencies. Restructuring activity includes severance, lease exit costs, and related consulting fees. The following reflects our restructuring activity (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
Supply Chain Reinvention HRA Pharma Integration Other Initiatives Total Total
Beginning balance $ 2.2 $ 13.3 $ 4.3 $ 19.8 $ 6.9
Additional charges 2.6 0.8 $ — 3.4 3.6
Payments (4.4) (2.6) $ (1.0) (8.0) (2.1)
Non-cash adjustments — 0.3 $ 0.1 0.4 (0.2)
Ending balance $ 0.4 $ 11.8 $ 3.4 $ 15.6 $ 8.2

The charges incurred during the three months ended April 1, 2023 and April 2, 2022 were primarily associated with actions taken on our multi-year supply chain restructuring program initiative started in 2022, and HRA Pharma integration activities associated with employee separation, continuity and other benefit-related costs. We have incurred $13.5 million of cumulative restructuring expense to date related to HRA Pharma integration. We expect that most of the HRA Pharma integration expenses will be incurred by the end of 2023.

Of the amount recorded during the three months ended April 1, 2023, $0.9 million was related to our CSCI segment, due primarily to supply chain restructuring and HRA Pharma integration initiatives, and $1.2 million related to our CSCA segment, also due primarily to supply chain restructuring initiatives. Remaining amounts recorded, including $3.6 million recorded during the three months ended April 2, 2022, related to our Unallocated segment due primarily to supply chain restructuring.

There were no other material restructuring programs for the periods presented. All charges are recorded in Restructuring expense on the Condensed Consolidated Statements of Operations. The remaining $15.6 million liability for employee severance benefits and consulting fees is expected to be paid within the next year.

NOTE 15 - INCOME TAXES

The effective tax rates were as follows:

Three Months Ended
April 1, 2023 April 2, 2022
123.8 % 90.2 %

The effective tax rate on the pre-tax income for the three months ended April 1, 2023 increased compared to the effective tax rate on the pre-tax loss for the three months ended April 2, 2022, primarily due to the tax benefit of the loss on sale of our Latin American businesses recognized in the three months ended April 2, 2022, offset by changes in the jurisdictional mix of earnings in the three months ended April 1, 2023. The effective tax rate for this period differs from the statutory income tax rate of 12.5% primarily due to non-deductible expenses, as well as changes in our reserves for unrecognized tax benefits.

Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary

Perrigo Company, our U.S. subsidiary ("Perrigo U.S."), is engaged in a series of tax disputes in the U.S. relating primarily to transfer pricing adjustments including income in connection with the purchase, distribution, and sale of store-brand OTC pharmaceutical products in the United States, including the generic heartburn medication omeprazole. On August 27, 2014, we received a statutory notice of deficiency from the IRS relating to our fiscal tax years ended June 27, 2009, and June 26, 2010 (the “2009 tax year” and “2010 tax year”, respectively). On April 20, 2017, we received a statutory notice of deficiency from the IRS for the years ended June 25, 2011 and June 30, 2012 (the “2011 tax year” and “2012 tax year”, respectively). Specifically, both statutory notices proposed adjustments related to the offshore reporting of profits on sales of omeprazole in the United States resulting from

Perrigo Company plc - Item 1

Note 15

the assignment of an omeprazole distribution contract to an Israeli affiliate. In addition to the transfer pricing adjustments, which applied to all four tax years, the statutory notice of deficiency for the 2011 and 2012 tax years included adjustments requiring the capitalization and amortization of certain legal expenses that were deducted when paid or incurred in defending against certain patent infringement lawsuits related to ANDAs filed with a Paragraph IV Certification.

We do not agree with the audit adjustments proposed by the IRS in either of the notices of deficiency. We paid the assessed amounts of tax, interest, and penalties set forth in the statutory notices and timely filed claims for refund on June 11, 2015 for the 2009 and 2010 tax years, and on June 7, 2017, for the 2011 and 2012 tax years. On August 15, 2017, following disallowance of such refund claims, we timely filed a complaint in the United States District Court for the Western District of Michigan seeking refunds of tax, interest, and penalties of $27.5 million for the 2009 tax year, $41.8 million for the 2010 tax year, $40.1 million for the 2011 tax year, and $24.7 million for the 2012 tax year, for a total of $134.1 million, plus statutory overpayment interest thereon from the dates of payment. The amounts sought in the complaint for the 2009 and 2010 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended March 28, 2015, and the amounts sought in the complaint for the 2011 and 2012 tax years were recorded as deferred charges in Other non-current assets on our balance sheet during the three months ended July 1, 2017.

A bench trial was held during the period May 25, 2021 to June 7, 2021 for the refund case in the United States District Court for the Western District of Michigan. The total amount of cumulative deferred charge that we are seeking to receive in this litigation is approximately $111.6 million, which reflects the impact of conceding that Perrigo U.S. should have received a 5.24% royalty on all omeprazole sales. That concession was previously paid and is the subject of the above refund claims. The issues outlined in the statutory notices of deficiency described above are continuing in nature, and the IRS will likely carry forward the adjustments set forth therein as long as the drug is sold, in the case of the omeprazole issue, and for all post-2012 Paragraph IV filings that trigger patent infringement suits, in the case of the ANDA issue. Post-trial briefings were completed on September 24, 2021 and the case is now fully submitted for the court’s decision. On April 30, 2021, we filed a Notice of New Authority in our refund case in the Western District of Michigan alerting the court to a United States Tax Court decision in Mylan v. Comm'r that ruled in favor of the taxpayer on nearly identical ANDA issues as we have before the court. On January 28, 2022, the IRS filed a Notice of Appeal with the United States Court of Appeals of the Third Circuit to appeal the United States Tax Court's decision in Mylan v. Comm'r. Briefing to the appellate court was completed during 2022, oral argument was held before the Third Circuit on January 12, 2023, and the case is awaiting decision. On August 22, 2022, the parties filed a Notice of New Authority in the refund case alerting the court to a United States Court of Federal Claims decision in Actavis Laboratories v. United States that also ruled in favor of the taxpayer on the ANDA issues. The government appealed the Actavis Laboratories decision to the United States court of Appeals for the Federal Circuit in December of 2022 and briefing to the appellate court is ongoing.

On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report ("RAR") with respect to its audit of our fiscal tax years ended June 29, 2013, June 28, 2014, and June 27, 2015. The 30-day letter proposed, among other modifications, transfer pricing adjustments in connection with the distribution of omeprazole in the aggregate amount of $141.6 million and ANDA-related adjustments in the aggregate amount of $21.9 million. The 30-day letter also set forth adjustments described in the next two paragraphs. We timely filed a protest to the 30-day letter for those additional adjustments but noting that due to the pending refund litigation described above, IRS Appeals would not consider the merits of the omeprazole or ANDA matters. We believe that we should prevail on the merits on both carryforward issues and have reserved for taxes and interest payable on the 5.24% deemed royalty on omeprazole through the tax year ended December 31, 2018. Beginning with the tax year ended December 31, 2019, we began reporting income commensurate with the 5.24% deemed royalty. We have not reserved for the ANDA-related issue described above. While we believe we should prevail on the merits of this case, the outcome remains uncertain. If our litigation position on the omeprazole issue is not sustained, the outcome for the 2009–2012 tax years could range from a reduction in the refund amount to denial of any refund. In addition, we expect that the outcome of the refund litigation could effectively bind future tax years. In that event, an adverse ruling on the omeprazole issue could have a material impact on subsequent periods, with additional tax liability in the range of $24.0 million to $112.0 million, not including interest and any applicable penalties.

The 30-day letter for the 2013-2015 tax years also proposed to reduce Perrigo U.S.'s deductible interest expense for the 2014 tax year and the 2015 tax year on $7.5 billion in certain intercompany debts owed by it to Perrigo Company plc, which is the subject matter of a Notice of Proposed Adjustment, or "NOPA" issued on May 7, 2020. Subsequent to the end of the first quarter of fiscal 2023, we finalized an agreement with IRS Appeals providing for

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settlement of the NOPA. Refer to Note18 - Subsequent Events for additional details.

In addition, the 30-day letter for the 2013-2015 tax years expanded on a NOPA issued on December 11, 2019 and proposed to disallow reductions to gross sales income on the sale of prescription products to wholesalers for accrued wholesale customer pipeline chargebacks where the prescription products were not re-sold by such wholesalers to covered retailers by the end of the tax year. On December 28, 2022, we finalized an agreement with IRS Appeals providing for settlement of the December 11, 2019 NOPA, which would not only cover the 2013-2015 tax years but all of the remaining tax years through 2021, the last tax year with chargebacks due to the sale of the Rx business in July 2021. We made a settlement payment of $8.3 million in 2022 which was fully covered by reserves for this issue.

On December 2, 2021, the IRS commenced an audit of our federal income tax returns for the tax years ended December 31, 2015, through December 31, 2019.

Internal Revenue Service Audit of Athena Neurosciences, Inc., a U.S. Subsidiary

Subsequent to the end of the first quarter of fiscal 2023, we were notified by the IRS regarding the Competent Authority request filed for the Tysabri royalty issue, which concludes the competent authority process without the need for negotiations between the competent authorities and constitutes a full and final resolution of the April 26, 2019 NOPA received by Athena Neurosciences, Inc. Refer to Note 18 - Subsequent Events. for additional details.

Although we believe that our tax estimates are reasonable and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audit and any related litigation could be materially different from our estimates or from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions - one or more of which may occur within the next twelve months - it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those recorded as of April 1, 2023. However, we are not able to estimate a reasonably possible range of how these events may impact our unrecognized tax benefits in the next twelve months.

NOTE 16 - CONTINGENCIES

In view of the inherent difficulties of predicting the outcome of various types of legal proceedings, we cannot determine the ultimate resolution of the matters described below. We establish reserves for litigation and regulatory matters when losses associated with the claims become probable and the amounts can be reasonably estimated. The actual costs of resolving legal matters may be substantially higher or lower than the amounts reserved for those matters. For matters where the likelihood or extent of a loss is not probable or cannot be reasonably estimated as of April 1, 2023, we have not recorded a loss reserve. If certain of these matters are determined against us, there could be a material adverse effect on our financial condition, results of operations, or cash flows. We currently believe we have valid defenses to the claims in these lawsuits and intend to defend these lawsuits vigorously regardless of whether or not we have a loss reserve. Other than what is disclosed below, we do not expect the outcome of the litigation matters to which we are currently subject to, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows.

Price-Fixing Lawsuits

Beginning in 2013, the Company, along with other manufacturers, has been named as a defendant in lawsuits in the United States and Canada generally alleging anticompetitive conduct with respect to the sale of generic drugs by the Company’s former Rx business. The complaints – which have been filed by putative classes of direct purchasers, end payors, and indirect resellers, as well as individual direct and indirect purchasers and certain cities and counties - allege a conspiracy to fix, maintain, stabilize, and/or raise prices, rig bids, and allocate markets or customers for various generic drugs in violation of federal and state antitrust and consumer protection laws. While most of the complaints involve alleged single-drug conspiracy, the three putative classes have each filed an over-

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arching conspiracy complaint alleging that Perrigo and other manufacturers (and some individuals) entered into an “overarching conspiracy” that involved allocating customers, rigging bids, and raising, maintaining, and fixing prices for various products. The vast majority of the lawsuits described in this paragraph have been consolidated in the generic pricing multidistrict litigation ("MDL") MDL No. 2724 (United States District Court for Eastern District of Pennsylvania).

The Court has ordered that the following cases involving Perrigo will proceed on a more expedited basis (as a bellwether) than the other cases in MDL No. 2724: (i) class actions alleging “single drug” conspiracies involving Clobetasol; and (ii) the State Attorney General Complaint (described below). The bellwether cases are proceeding in discovery, which must be completed by June 1, 2023 under the schedule set by the Court, and motions for summary judgment will be due on March 13, 2024. No trial dates have been set for any of the bellwether cases, or any of the other cases in the MDL.

State Attorney General Complaint

On June 10, 2020, the Connecticut Attorney General’s office filed a lawsuit on behalf of Connecticut and 50 other states and territories against Perrigo, 35 other generic pharmaceutical manufacturers, and certain individuals (including two former Perrigo employees), alleging an overarching conspiracy to allocate customers and/or fix, raise, or stabilize prices of eighty products. This case is included among the “bellwether cases” designated to follow the expedited schedule described above. Like the other cases in the MDL, no trial date has been set for this case.

Canadian Class Action Complaint

In June 2020, an end payor filed a class action in Ontario, Canada against Perrigo and 29 other manufacturers alleging an overarching conspiracy to allocate customers and/or fix, raise, or stabilize prices of dozens of products, most of which Perrigo neither makes nor sells. The product conspiracies allegedly involving Perrigo focus on the same products as those involved in other MDL complaints naming Perrigo: Clobetasol, Desonide, Econazole, and Nystatin. In December 2020, Plaintiffs amended their complaint to add additional claims based on the State Attorney General Complaint of June 2020.

At this stage, we cannot reasonably estimate the outcome of the liability if any, associated with the claims listed above.

Securities Litigation

In the United States (cases related to events in 2015-2017)

Beginning in May 2016, purported class action complaints were filed against the Company and our former CEO, Joseph Papa, in the U.S. District Court for the District of New Jersey (Roofers’ Pension Fund v. Papa, et al.) purporting to represent a class of shareholders for the period from April 21, 2015 through May 11, 2016, inclusive. The original complaint alleged violations of federal securities laws in connection with the actions taken by us and the former executive to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015. The plaintiff also alleged that the defendants provided inadequate disclosure concerning alleged business developments during the alleged class period including integration problems related to the Omega acquisition.

The operative complaint is the first amended complaint filed on June 21, 2017, and named as defendants us and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The amended complaint alleges violations of federal securities laws arising out of the actions taken by us and the former directors and executives to defend against the unsolicited takeover bid by Mylan in the period from April 21, 2015 through November 13, 2015 and the allegedly inadequate disclosure throughout the entire class period related to the business developments during that period including purported integration problems related to the Omega acquisition, alleges incorrect reporting of organic growth at the Company and at Omega, alleges price fixing activities with respect to six generic prescription pharmaceuticals, and alleges improper accounting for the Tysabri® royalty stream. During 2017, the defendants filed motions to dismiss, which the plaintiffs opposed. On July 27, 2018, the court issued an opinion and order granting the defendants’ motions to dismiss in part and denying the motions to dismiss in part. The court dismissed without prejudice defendants Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, Donal O’Connor, and Marc Coucke. The

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court also dismissed without prejudice claims arising from the Tysabri® accounting issue described above and claims alleging incorrect disclosure of organic growth described above. The defendants who were not dismissed are the Company, Joe Papa, and Judy Brown. The claims (described above) that were not dismissed relate to the integration issue regarding the Omega acquisition, the defense against the Mylan tender offer, and the alleged price fixing activities with respect to six generic prescription pharmaceuticals. The defendants who remain in the case (us, Mr. Papa, and Ms. Brown) have filed answers denying liability.

On November 14, 2019, the court granted the lead plaintiffs’ motion and certified three classes for the case: (i) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on a U.S. exchange and were damaged thereby; (ii) all those who purchased shares between April 21, 2015 through May 2, 2017 inclusive on the Tel Aviv exchange and were damaged thereby; and (iii) all those who owned shares as of November 12, 2015 and held such stock through at least 8:00 a.m. on November 13, 2015 (whether or not a person tendered shares in response to the Mylan tender offer) (the "tender offer class"). Plaintiffs' counsels have sent notices to the alleged class.

The parties took discovery from 2018 through 2020. After discovery ended, defendants filed motions for summary judgement and to exclude plaintiffs' experts, which were fully briefed. The case was then re-assigned to a new federal judge, who heard oral argument on the motions in April 2022. The motions are pending.

In addition to the class action, the following opt-out cases have been filed against us, and in some cases, Mr. Papa and Ms. Brown, and contain factual allegations and claims that are similar to some or all of the factual allegations and claims in the class actions:

Case Date Filed
Carmignac Gestion, S.A. v. Perrigo Company plc, et al. 11/1/2017
First Manhattan Co. v. Perrigo Company plc, et al. 2/16/2018; amended 4/20/2018
Nationwide Mutual Funds, et al. v. Perrigo Company plc, et al. 10/29/2018
Schwab Capital Trust, et al. v. Perrigo Company plc, et al. 1/31/2019
Aberdeen Canada Funds -- Global Equity Fund, et al. v. Perrigo Company plc, et al. 2/22/2019
Principal Funds, Inc., et al. v. Perrigo Company plc, et al. 3/5/2020
Kuwait Investment Authority, et al. v. Perrigo Company plc, et al. 3/31/2020
Mason Capital L.P., et al. v. Perrigo Company plc, et al. 1/26/2018
Pentwater Equity Opportunities Master Fund Ltd., et al. v. Perrigo Company plc, et al. 1/26/2018
WCM Alternatives: Event-Drive Fund, et al. v. Perrigo Co., plc, et al. 11/15/2018
Hudson Bay Master Fund Ltd., et al. v. Perrigo Co., plc, et al. 11/15/2018
Discovery Global Citizens Master Fund, Ltd., et al. v. Perrigo Co. plc, et al. 12/18/2019
York Capital Management, L.P., et al. v. Perrigo Co. plc, et al. 12/20/2019
Burlington Loan Management DAC v. Perrigo Co. plc, et al. 2/12/2020
Universities Superannuation Scheme Limited v. Perrigo Co. plc, et al. 3/2/2020
Harel Insurance Company, Ltd., et al. v. Perrigo Company plc, et al. 2/13/2018
TIAA-CREF Investment Management, LLC., et al. v. Perrigo Company plc, et al. 4/20/2018
Sculptor Master Fund (f/k/a OZ Master Fund, Ltd.), et al. v. Perrigo Company plc, et al. 2/6/2019
BlackRock Global Allocation Fund, Inc., et al. v. Perrigo Co. plc, et al. 4/21/2020
Starboard Value and Opportunity C LP, et al. v. Perrigo Company plc, et al. 2/25/2021

In June 2020, three Highfields Capital entities filed a lawsuit in Massachusetts State Court with factual allegations that generally were similar to the factual allegations in the Amended Complaint in the Roofers' Pension Fund case described above, except that the Highfields plaintiffs did not include allegations about alleged collusive pricing of generic prescription drugs, and alleged Massachusetts state law claims under the Massachusetts Unfair Business Methods Law (chapter 93A) and Massachusetts common law claims of tortious interference with prospective economic advantage, common law fraud, negligent misrepresentation, and unjust enrichment. In December 2021, the Massachusetts State Court granted Defendants’ motion to dismiss in part and denied it in part. Defendants’ filed

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their answers in January 2022 denying liability. The discovery phase in this case has begun (including discovery related to some factual allegations that were not part of the discovery in the actions in New Jersey federal court). The Court held a discovery conference and approved fact discovery deadlines into May 2023 and later deadlines to complete expert discovery. Subsequently, the Court held a further conference in March 2023 and revised the schedule with fact discovery ending in October 2023 and expert discovery in May 2024.

In Israel (cases related to events in 2015-2017)

On June 28, 2017, a plaintiff filed a complaint in Tel Aviv District Court styled Israel Elec. Corp. Employees’ Educ. Fund v. Perrigo Company plc, et al. The lead plaintiff seeks to represent a class of shareholders who purchased Perrigo stock on the Tel Aviv exchange during the period from April 24, 2015 through May 3, 2017 and also a claim for those that owned shares on the final day of the Mylan tender offer (November 13, 2015). The amended complaint names as defendants the Company, Ernst & Young LLP (the Company’s auditor), and 11 current or former directors and officers of Perrigo (Mses. Judy Brown, Laurie Brlas, Jacqualyn Fouse, Ellen Hoffing, and Messrs. Joe Papa, Marc Coucke, Gary Cohen, Michael Jandernoa, Gerald Kunkle, Herman Morris, and Donal O’Connor). The complaint alleges violations under Israeli securities laws that are similar to U.S. Securities Exchange Act sections 10(b) (and Rule 10b‑5) and 14(e) against all defendants and 20(a) control person liability against the 11 individuals or, in the alternative, under other Israeli securities laws. In general, the allegations are similar to the factual allegations in the Roofers' Pension Fund case in the U.S. as described above. The plaintiff indicates an initial, preliminary class damages estimate of 2.7 billion NIS (approximately $760.0 million at 1 NIS = 0.28 cents). After the other two cases filed in Israel were voluntarily dismissed, the plaintiff in this case agreed to stay this case pending the outcome of the Roofers’ Pension Fund case in the U.S. (described above). The Israeli court approved the stay, and this case is now stayed. We intend to defend the lawsuit vigorously.

In Israel (case related to Irish Tax events)

On December 31, 2018, a shareholder filed an action against the Company, our CEO Murray Kessler, and our former CFO Ronald Winowiecki in Tel Aviv District Court (Baton v. Perrigo Company plc, et. al.). The case is a securities class action brought in Israel making similar factual allegations for the same period as those asserted in a securities class action case (for those who purchased on a U.S. exchange) in New York federal court in which the settlement received final approval in February 2022. The Baron case alleges that persons who purchased securities through the Tel Aviv stock exchange and suffered damages can assert claims under Israeli securities law that will follow the liability principles of Sections 10(b) and 20(a) of the U.S. Securities Exchange Act. The plaintiff does not provide an estimate of class damages. Since 2019, the court granted several requests by Perrigo to stay the proceedings pending the resolution of proceedings in the New York federal court. During 2022, the case was reassigned to a newly-appointed judge. After the settlement of the U.S. case in New York federal court, Perrigo's counsel informed the Israeli Court of the final approval of the settlement of the U.S. case. The parties then sought further stays of the case while they attempted mediation, which the Court granted. In April 2023, the parties reported to the Court that the mediation had led to a preliminary agreement on settlement; the Court ordered that a motion for approval of the settlement and related papers be filed no later than June 17, 2023.

Other Matters

Talcum Powder

The Company has been named, together with other manufacturers, in product liability lawsuits in a variety of state courts alleging that the use of body powder products containing talcum powder causes mesothelioma and lung cancer due to the presence of asbestos. All but one of these cases involve legacy talcum powder products that have not been manufactured by the Company since 1999. One of the pending actions involves a current prescription product that contains talc as an excipient. As of April 24, 2023, the Company is currently named in 90 individual lawsuits seeking compensatory and punitive damages and has accepted a tender for a portion of the defense costs and liability from a retailer for one additional matter. The Company has several defenses and intends to aggressively defend these lawsuits. Trials for these lawsuits are currently scheduled throughout 2023, 2024 and 2025, with the earliest trial date in May 2023.

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Ranitidine

After regulatory bodies announced worldwide that ranitidine may potentially contain N-nitrosodimethylamine ("NDMA"), a known environmental contaminant, the Company promptly began testing its externally-sourced ranitidine API and ranitidine-based products. On October 8, 2019, the Company halted shipments of the product based upon preliminary results and on October 23, 2019, the Company made the decision to conduct a voluntary retail market withdrawal.

In February 2020, the resulting actions involving Zantac® and other ranitidine products were transferred for coordinated pretrial proceedings to a Multi-District Litigation (In re Zantac®/Ranitidine Products Liability Litigation MDL No. 2924) in the U.S. District Court for the Southern District of Florida. After the Company successfully moved to dismiss the first set of Master Complaints in the MDL, it now includes three: 1) an Amended Master Personal Injury Complaint; 2) a Consolidated Amended Consumer Economic Loss Class Action Complaint; and 3) a Consolidated Medical Monitoring Class Action Complaint. All three name the Company. Plaintiffs appealed one of the original Master Complaints, the Third-Party Payor Complaint, and two individual plaintiffs appealed their individual personal injury claims on limited grounds. The Company is not named in the appeals.

On June 30, 2021, the Court dismissed all claims against the retail and distributor defendants with prejudice, thereby reducing the Company’s potential for exposure and liability related to possible indemnification. On July 8, 2021, the Court dismissed all claims against the Company with prejudice. Appeals of these dismissal orders to the U.S. Court of Appeals for the 11th Circuit have been filed, as well as several state level claims related to the theories advanced in the MDL litigation. The Company will continue to vigorously defend each of these lawsuits.

As of April 1, 2023, the Company has been named in 352 personal injury lawsuits, most of which are in the MDL tied to various federal courts alleging that plaintiffs developed various types of cancers or are placed at higher risk of developing cancer as a result of ingesting products containing ranitidine. The Company has also been named in a handful of similar lawsuits in the state courts of California, Illinois, Ohio, New Jersey, New York and Pennsylvania. The Company is named in these lawsuits with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products, as well as distributors, repackagers, and/or retailers. Plaintiffs seek compensatory and punitive damages, and in some instances seek applicable remedies under state consumer protection laws. The Company believes that it has strong defenses to such claims based on a significant body of scientific evidence, and pursuant to the doctrine of federal preemption. As noted above, the Company has won multiple motions to dismiss in the MDL, as well as additional state court actions in California and Maryland.

The Company has also been named in a Complaint brought by the New Mexico Attorney General based on the following theories: violation of a New Mexico public nuisance statute, NMSA 30-8-1 to -14; common law nuisance; and negligence and gross negligence. The Company is named in this lawsuit with manufacturers of the national brand Zantac® and other manufacturers of ranitidine products and/or retailers. Brand name manufactures named in the lawsuit also face claims under the state’s Unfair Practices & False Advertising acts. The Company filed motions to dismiss the action. The New Mexico District Court denied the Company’s Motion to Dismiss and litigation continues. The Company will continue to vigorously defend this lawsuit.

Some of the Company’s retailer customers are seeking indemnity from the Company for a portion of their defense costs and liability relating to these cases.

Acetaminophen

In October 2022 the Judicial Panel on Multidistrict Litigation ("MDL") consolidated a number of pending actions filed in various federal courts alleging that prenatal exposure to acetaminophen is purportedly associated with the development of autism spectrum disorder (“ASD”) and attention-deficit/hyperactivity disorder (“ADHD”). The MDL is styled In re: Acetaminophen – ASD/ADHD Products Liability Litigation (MDL No. 3043) and is pending before the U.S. District Court for the Southern District of New York. Plaintiffs in the MDL have asserted claims against Johnson & Johnson Consumer, Inc. (“JJCI”) and various retailer chains alleging that plaintiff-mothers took acetaminophen products while pregnant and that plaintiff-children developed ASD and/or ADHD as a result of prenatal exposure to these acetaminophen products. At this time, the MDL proceedings are in the early stages. Currently, it is not possible to assess reliably the outcome of these cases or any potential future financial impact on the Company. As of April 24, 2023 the Company has not been named as a defendant in any Complaints filed in the MDL. It is anticipated that some of the Company’s retailer customers may seek indemnity from the Company for a portion of their defense costs and potential liability relating to these cases.

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Note 16

Contingencies Accruals

As a result of the matters discussed in this Note, the Company has established a loss accrual for litigation contingencies where we believe a loss to be probable and for which an amount of loss can be reasonably estimated. However, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to inherent uncertainties of litigation. At April 1, 2023, the loss accrual for litigation contingencies reflected on the balance sheet in Other accrued liabilities was approximately $67.6 million. The Company also recorded an insurance recovery receivable reflected on the balance sheet in Prepaid expenses and other current assets of approximately $37.2 million related to these litigation contingencies because it believes such amount is recoverable based on communications with its insurers to date; however, the Company may erode this insurance receivable as it incurs defense costs associated with defending the matters. The Company’s management believes these accruals for contingencies are reasonable and sufficient based upon information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates or that all of the final costs related to these contingencies will be covered by insurance. (See "Insurance Coverage Litigation," below.) In addition, we have other litigation matters pending for which we have not recorded any accruals because our potential liability for those matters is not probable or cannot be reasonably estimated based on currently available information. For those matters where we have not recorded an accrual but a loss is reasonably possible, we cannot determine a reasonable estimate of the maximum possible loss or range of loss for these matters given that they are at various stages of the litigation process and each case is subject to the inherent uncertainties of litigation.

Insurance Coverage Litigation

In May 2021, insurers on multiple policies of D&O insurance filed an action in the High Court in Dublin against the Company and multiple current and former directors and officers of the Company seeking declaratory judgments on certain coverage issues. Those coverage issues include claims that policies for periods beginning in December 2015 and December 2016, respectively, do not have to provide coverage for the securities actions described above pending in the District of New Jersey or in Massachusetts state court concerning the events of 2015-2017. The policy for the period beginning December 2014 is currently providing coverage for those matters, and the litigation would not affect that existing coverage. However, if the plaintiffs are successful, the total amount of insurance coverage available to defend such lawsuits and to satisfy any judgment or settlement costs thereunder would be limited to one policy period. The insurers’ lawsuit also challenges coverage for Krueger derivatively on behalf of nominal defendant Perrigo Company plc v. Alford et al., a prior derivative action filed in the District of New Jersey that was dismissed in August 2020, and for the counterclaims brought in the Omega arbitration proceedings. Perrigo responded on November 1, 2021; Perrigo’s response includes its position that the policies for the periods beginning December 2015 and December 2016 provide coverage for the underlying litigation matters and seeks a ruling to that effect. The discovery stage of the case occurred in 2022. The Court has set a schedule for submissions by the parties during 2023 and for a bench trial in mid-November 2023. We intend to defend the lawsuit vigorously.

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Note 17

NOTE 17 - SEGMENT INFORMATION

The tables below show select financial measures by reporting segment (in millions):

Total Assets
April 1, 2023 December 31, 2022
CSCA $ 5,057.7 $ 5,134.1
CSCI 5,897.2 5,883.2
Total $ 10,954.9 $ 11,017.3
Three Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
April 1, 2023 April 2, 2022
Net <br>Sales Operating Income (Loss) Intangible Asset Amortization Net <br>Sales Operating Income (Loss) Intangible Asset Amortization
CSCA $ 763.7 $ 83.2 $ 13.9 $ 710.0 $ 78.5 $ 12.4
CSCI 418.1 21.3 51.5 364.5 16.2 36.1
Unallocated — (56.0) — — (73.0) —
Continuing Operations Total $ 1,181.7 $ 48.5 $ 65.4 $ 1,074.5 $ 21.7 $ 48.5

NOTE 18 - SUBSEQUENT EVENTS

Internal Revenue Service Audit of Athena Neurosciences, Inc., a U.S. Subsidiary

On April 26, 2019, we received a revised NOPA from the IRS regarding transfer pricing positions related to the IRS audit of Athena Neurosciences, LLC ("Athena") for the years ended December 31, 2011, December 31, 2012, and December 31, 2013. The April 26, 2019 NOPA carried forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property in various developmental products, including the Multiple Sclerosis drug Tysabri, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The April 26, 2019 NOPA proposed a payment of $843.0 million, which represented additional tax based on imputing royalty income to Athena using a 24.7% royalty rate derived by the IRS and a 40.0% accuracy-related penalty. This amount excluded consideration of offsetting tax attributes and any potential interest that may be imposed. We strongly disagreed with the IRS position. On December 22, 2016, we also received a NOPA for these years denying the deductibility of settlement costs incurred in 2011 by Athena's parent company Elan Pharmaceuticals, Inc. ("EPI") related to illegal marketing of Zonegran by EPI's employees in the United States raised in a Qui Tam action under the U.S. False Claims Act. We strongly disagreed with the IRS' position on this issue as well. Because we believed that any concession on these issues in Appeals would be contrary to our evaluation of the issues and to avoid double taxation of the same income in the United States and Ireland, we pursued our remedies under the Mutual Agreement Procedure ("MAP") of the U.S.-Ireland Income Tax Treaty to alleviate double taxation. On April 21 and 23, 2020, we filed requests for Competent Authority assistance with the IRS and Irish Revenue on the Tysabri royalty issue, and those MAP applications were accepted. On October 20, 2020, we amended our requests for Competent Authority assistance to include the Zonegran issue and these supplemental requests were also accepted. On April 24, 2023, we received a letter from the IRS regarding the Competent Authority request filed for the Tysabri royalty issue, which concludes the competent authority process commenced by such submissions without the need for negotiations between the competent authorities and constitutes a full and final resolution of the April 26, 2019 NOPA. In the second quarter of fiscal year 2023 we plan to adjust any previously established reserves related to this matter. The Zonegran deduction issue remains pending in the MAP case and is being considered by APMA and the Irish Competent Authority.

Internal Revenue Service Audits of Perrigo Company, a U.S. Subsidiary

As detailed in Note 15. Income Taxes, on January 13, 2021, the IRS issued a 30-day letter for the 2013-2015 tax years, which included a proposal to reduce Perrigo U.S.'s deductible interest expense for the 2014 tax year and the 2015 tax year on $7.5 billion in certain intercompany debts owed by it to Perrigo Company plc. The debts were incurred in connection with the 2013 Elan merger transaction. On May 7, 2020, the IRS issued a NOPA capping the interest rate on the debts for U.S. federal tax purposes at 130.0% of the Applicable Federal Rate ("AFR") (a blended

Perrigo Company plc - Item 2

Note 17

rate reduction of 4.0% per annum) on the stated ground that the loans were not negotiated on an arms-length basis. The May 7, 2020 NOPA proposed a reduction in gross interest expense of approximately $414.7 million for tax years 2014 and 2015. On January 13, 2021, we received a RAR, together with the 30-day letter, requiring our filing of a written protest to request IRS Appeals consideration. The protest was timely filed with the IRS on February 26, 2021. On January 20, 2022, the IRS responded to our protest with its rebuttal in which it revised its position on this interest rate issue by reasserting that implicit parental support considerations are necessary to determine the arm's length interest rates and proposed revised interest rates that are higher than the interest rates proposed under its 130.0% of AFR assertion. The blended interest rate proposed by the IRS rebuttal was 4.36%, an increase from the blended interest rate in the RAR of 2.57% but lower than the stated blended interest rate of the loans of 6.8%. An IRS Appeals conference for the interest rate issue was held during March 7, 2023 through March 9, 2023. On May 5, 2023, we finalized an agreement with IRS Appeals providing for settlement of the May 7, 2020 NOPA of $153.4 million of gross interest expense reduction for the 2013-2015 tax years. This implies a blended interest rate of 5.44%. In addition, based on the above agreement with IRS Appeals, we will apply similar adjustments for all remaining tax years through 2018. In the second quarter of fiscal year 2023 we plan to adjust any previously established reserves related to this matter.

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Executive Overview

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis ("MD&A") is intended to provide readers with an understanding of our financial condition, results of operations, and cash flows by focusing on changes in certain key measures from year to year. This MD&A is provided as a supplement to, and should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes found in Item I included in this Form 10-Q, and our Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). These historical financial statements may not be indicative of our future performance. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under “Risk Factors” in Item 1A of our 2022 Form 10-K and Part II. Item 1A of this Form 10-Q.

Perrigo Company plc was incorporated under the laws of Ireland on June 28, 2013 and became the successor registrant of Perrigo Company, a Michigan corporation, on December 18, 2013 in connection with the acquisition of Elan Corporation, plc ("Elan"). Unless the context requires otherwise, the terms "Perrigo," the "Company," "we," "our," "us," and similar pronouns used herein refer to Perrigo Company plc, its subsidiaries, and all predecessors of Perrigo Company plc and its subsidiaries.

EXECUTIVE OVERVIEW

We are a leading provider of over-the-counter ("OTC") health and wellness solutions that are designed to enhance individual well-being and empower consumers to proactively prevent or treat conditions that can be self-managed. Our vision is to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold. We are headquartered in Ireland and sell our products primarily in North America and Europe, as well as in other markets around the world.

Our core competencies are geared to fully take advantage of the massive global trend towards self-care. We define self-care as not just treating disease or helping individuals feel better after taking a product, but also maintaining and enhancing their overall health and wellness. Consistent with our vision, we recently completed our three-year strategy to transform the Company into a consumer self-care leader by reconfiguring our portfolio through the divestiture of our Rx business in 2021 and acquiring Héra SAS (“HRA Pharma”) in 2022. Additionally, we removed significant uncertainty in 2021 through final settlement of the Irish Revenue Notice of Amended Assessment. Upon completion of our transformation, we have transitioned our strategy to ‘Optimizing’ business and ‘Accelerating’ profitable growth. Several initiatives are anticipated to propel this strategy, including plans to achieve significant synergies from our acquisitions and implementation of our Supply Chain Reinvention Program. In addition, we continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results in line with consumer-packaged goods peers.

Our fiscal year begins on January 1 and ends on December 31. We end our quarterly accounting periods on the Saturday closest to the end of the calendar quarter, with the fourth quarter ending on December 31 of each year.

Our Segments

Our reporting and operating segments reflect the way our chief operating decision maker, who is our CEO, makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting and operating segments are:

•Consumer Self-Care Americas ("CSCA") comprises our consumer self-care business in the U.S. and Canada. CSCA previously included our Latin American businesses until they were disposed on March 9, 2022.

•Consumer Self-Care International ("CSCI") comprises our consumer self-care business outside of the U.S. and Canada, primarily in Europe and Australia.

We previously had an Rx segment which was comprised of our generic prescription pharmaceuticals business in the U.S. and other pharmaceuticals and diagnostic businesses in Israel, which have been divested. The Rx segment was reported as Discontinued Operations in 2021, and is presented as such for all periods in this report.

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Executive Overview

Recent Highlights

•On March 28, 2023 we announced that the FDA has rescheduled a joint meeting of the Nonprescription Drugs Advisory Committee and the Obstetrics, Reproductive, and Urologic Drugs Advisory Committee for May 9 and 10, 2023, to review the Company's application for Opill® daily oral contraceptive for OTC use.

•On March 1, 2023, we announced that we had received final approval from the FDA for our Abbreviated New Drug Application ("ANDA") for Acetaminophen and Ibuprofen Tablets, 250 mg/125 mg, the store brand OTC equivalent of Advil® Dual Action Tablets 250 mg/125 mg.

•On February 28, 2023, we presented the details of our three year 'Optimize and Accelerate' strategy during our Virtual Investor Day.

Tax Updates

On April 26, 2019, we received a revised Notice of Proposed Assessment ("NOPA") from the IRS regarding transfer pricing positions related to the IRS audit of Athena Neurosciences, LLC ("Athena") for its 2013 to 2015 fiscal tax years. The April 26, 2019 NOPA carried forward the IRS's theory from its 2017 draft NOPA that when Elan took over the future funding of Athena's in-process research and development after acquiring Athena in 1996, Elan should have paid a substantially higher royalty rate for the right to exploit Athena’s intellectual property in various developmental products, including the Multiple Sclerosis drug Tysabri, rather than rates based on transfer pricing documentation prepared by Elan's external tax advisors. The April 26, 2019 NOPA proposed a payment of $843.0 million, which represented additional tax based on imputing royalty income to Athena using a 24.7% royalty rate derived by the IRS and a 40.0% accuracy-related penalty. On April 24, 2023, we received a letter from the IRS regarding the Competent Authority request filed by Athena concluding the competent authority process commenced by such submissions without the need for negotiations between the competent authorities and constitutes a full and final resolution of the April 26, 2019 NOPA. We believe that any prior uncertainty regarding the tax treatment of the Tysabri royalty is now resolved. In the second quarter of fiscal year 2023 we plan to adjust any previously established reserves related to this matter. Refer to Item 1. Note 15 for additional information.

On January 13, 2021, the IRS issued a 30-day letter and Revenue Agent's Report with respect to its audit of our 2013 to 2015 fiscal tax years. The 30-day letter proposed, among other modifications, to reduce Perrigo U.S.'s deductible interest expense for certain intercompany debts owed in connection with the 2013 Elan merger transaction. On May 5, 2023, we finalized an agreement with IRS Appeals providing for settlement of the May 7, 2020 NOPA. In addition, based on the agreement with IRS Appeals, we will apply similar adjustments for all remaining tax years through 2018. Refer to Item 1. Note 15 for additional information. In the second quarter of fiscal year 2023 we plan to adjust any previously established reserves related to this matter.

Supply Chain Reinvention Program

In 2022, we initiated a Supply Chain Reinvention Program to reduce structural costs, improve profitability and our service levels to our retail partners, and strengthen our resiliency by streamlining and simplifying our global supply chain. Through this initiative, we plan to reduce portfolio complexity, invest in advanced planning capabilities, diversify sourcing, and optimize our manufacturing assets and distribution models. We have identified a total annual run-rate potential savings opportunity by the end of fiscal year 2028 of between an estimated $200 million to $300 million (not including related depreciation expense on capital investments) if all facets of the Program are successfully implemented and executed. To obtain these potential benefits, we anticipate incurring costs of between $350 million to $570 million by the end of fiscal year 2028 to complete the program implementation, including capital investments, restructuring expenses, and implementation costs. A significant portion of the annual run-rate potential savings of the Program, between $150 million to $200 million (not including related depreciation expense on capital investments), are anticipated by the end of fiscal year 2025, along with associated potential spend of between $300 million and $450 million. Refer to Item 1. Note 14 for further details on restructuring charges.

We initiated the first phase of our Supply Chain Reinvention Program by announcing on November 1, 2022, a $170 million strategic investment to expand and strengthen our U.S. infant formula manufacturing. This strategic investment included the $110 million purchase of Nestlé’s Gateway infant formula plant in Eau Claire, Wisconsin, along with the U.S. and Canadian rights to the GoodStart® infant formula brand and other related formula brands ("Gateway"), and an additional $60 million investment into the plant to expand its capacity. Refer to Item1. Note 3 for further transaction details.

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Executive Overview

Market Factors and Trends

Infant Formula

As part of its efforts to prevent future Cronobacter spp. illnesses associated with powdered infant formula, in March 2023, the FDA released an "Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market" and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula. Out of an abundance of caution and based upon this new information, on March 17, 2023 we initiated a voluntary recall of a specific infant formula brand that was manufactured at one of our U.S. facilities from January 2, 2023 to January 18, 2023. There were no sales of this impacted product in the prior year period as the brand and facility where this product was manufactured were acquired in November 2022. As a result of the FDA communications and our recall, our operations were negatively impacted during the quarter and we anticipate additional costs and lower production volumes associated with compliance with these new and evolving regulatory expectations going forward.

Economic Uncertainty

Current macroeconomic conditions remain very dynamic, including impacts from rising inflation and interest rates, volatile changes in foreign currency exchange rates, political unrest, recent developments in the global banking sector, COVID-19 and legislative and regulatory changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows.

Our interest expense is impacted by the overall global economic and interest rate environment. We manage interest rate risk through our capital structure and the use of interest rate swaps to fix the interest rate on greater than 90% of our outstanding debt.

Inflationary Costs and Supply Chain

Over the course of 2022 and the first quarter of 2023, supply chain disruptions, including volatility in both cost and availability of agricultural, oil and paper based commodities driven by the war in Ukraine have led to higher input costs. Additionally, we experienced employment vacancies and attrition as the labor market negatively impacted productivity and drove the need for wage rate increases and other retention benefits. We implemented a series of actions to substantially mitigate these and other inflationary cost pressures such as strategic pricing and our Supply Chain Reinvention Program. Benefits from our actions have begun to substantially offset inflationary pressures, and the global freight constraints in availability of freight containers and truck drivers are starting to normalize. However, the duration and extent of inflation pressure, including impacts from the war in Ukraine, changes in labor market availability and wage rates, as well as the acceptance of any further pricing actions we may take in the markets we operate, is uncertain.

War in Ukraine

The invasion of Ukraine by Russia and resulting economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries on Russia, Belarus, and occupied regions in Ukraine have negatively impacted our results from operations in the region. We currently have 85 employees working in our Ukraine subsidiary. We do not have a subsidiary or employees in Russia. We have no manufacturing facilities in either Russia or Ukraine and we previously sold products into Russia entirely through distributors. In March 2022, we halted all sales to distributors in Russia and sales in Ukraine were severely depressed. For the three months ended April 1, 2023, Ukraine operations accounted for approximately $3 million of net sales, $2 million of gross profit, and $1 million of operating income, and there were no sales in Russia. Future impacts are difficult to predict due to the high level of uncertainty related to the war’s duration, evolution and resolution. If the conflict spreads or materially escalates, or economic conditions deteriorate, the impact on our business and results of operations could be material.

Foreign Exchange

We have both translation and transaction exposure to the fluctuation of exchange rates. Translation exposures relate to exchange rate impacts of measuring income statements of foreign subsidiaries that do not use the U.S. dollar as their functional currency. Transaction exposures relate to 1) the impact from input costs that are

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Executive Overview

denominated in a currency other than the local reporting currency and 2) the revaluation of transaction-related working capital balances denominated in currencies other than the functional currency. Significant exchange rate fluctuations, especially in the Euro or the British Pound Sterling, have had, and could continue to have, a significant impact on our net sales, net earnings and cash flows, and have significantly impacted our historical net sales, costs and net earnings and could do so in the future.

RESULTS OF OPERATIONS

Currency Translation

Currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three months ended April 1, 2023 at the average exchange rates for the reporting period and average exchange rates for the three months ended April 2, 2022.

CONSOLIDATED

Consolidated Financial Results

Three Months Ended
(in millions, except percentages) April 1, 2023 April 2, 2022
Net sales $ 1,181.7 $ 1,074.5
Gross profit $ 413.8 $ 337.8
Gross profit % 35.0 % 31.4 %
Operating income $ 48.5 $ 21.7
Operating income % 4.1 % 2.0 %

Three Months Ended April 1, 2023 vs. Three Months Ended April 2, 2022

Net sales increased $107.2 million, or 10.0%, due primarily to:

•$67.6 million increase, or 6.4%, due primarily to approximately $58 million in strategic pricing actions in addition to higher sales volume with favorable mix across several of our product categories including Upper Respiratory due to a strong global cough, cold and flu season partially offset by declines in Nutrition excluding acquisitions; and

•$89.0 million increase from our acquisitions of HRA Pharma and Gateway, inclusive of a voluntary product recall within Nutrition and an unfavorable impact of $11.6 million from distributor transition sales returns as part of the integration strategy to capture synergies and a $2.6 million unfavorable effect of currency translation; partially offset by

•$30.2 million decrease from unfavorable foreign currency translation excluding acquisitions;

•$19.1 million decrease from the divestitures of the Latin American businesses and ScarAway® brand asset.

Operating income increased $26.8 million, or 123.5%, due primarily to:

•$76.0 million increase in gross profit driven by higher gross profit flow-through resulting from positive sales pricing benefits and higher sales volume with favorable mix, as well as a $46.3 million increase from our acquisitions of HRA Pharma and Gateway inclusive of an unfavorable voluntary recall impact, distributor transition costs and unfavorable effect of currency translation; partially offset by $30.3 million of cost of goods sold inflation and increased labor costs, $15.0 million of unfavorable foreign currency translation excluding acquisitions, approximately $8 million of expense and lost gross profit flow-through from a voluntary product recall within Upper Respiratory in the first quarter of 2023, and $6.6 million related to the divestitures of the Latin American businesses and ScarAway® brand asset. Gross profit as a percentage of net sales increased 360 basis points compared to the prior year due to the same factors that drove gross profit.

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Consolidated

•$49.2 million increase in operating expenses due primarily to higher selling and administrative employee expenses and higher advertising and promotion expenses as a result of the acquisition of HRA Pharma and Gateway and related integration activities and an unfavorable effect of $10.9 million from foreign currency translation.

CONSUMER SELF-CARE AMERICAS

Segment Financial Results

Three Months Ended
(in millions, except percentages) April 1, 2023 April 2, 2022
Net sales $ 763.7 $ 710.0
Gross profit $ 210.8 $ 172.5
Gross profit % 27.6 % 24.3 %
Operating income (loss) $ 83.2 $ 78.5
Operating income % 10.9 % 11.1 %

Three Months Ended April 1, 2023 vs. Three Months Ended April 2, 2022

Net sales increased $53.7 million, or 7.6%, due primarily to:

•$27.6 million increase, or 4.0%, due primarily to approximately $25 million of strategic pricing actions in addition to higher sales volume with favorable mix across several product categories; and

•$45.2 million increase from the addition of HRA Pharma and Gateway inclusive of a $0.5 million unfavorable effect of currency translation and a voluntary product recall within Nutrition; partially offset by

•$19.1 million decrease from the divestitures of the Latin American businesses and ScarAway® brand asset and $9.5 million recall expense within Upper Respiratory during the first quarter of 2023.

Sales Three Months Ended
(in millions, except percentages)(1) April 1, 2023 April 2, 2022 Change % Change
Upper Respiratory $ 154.3 $ 152.8 1.0 %
Nutrition 139.9 127.2 12.7 10.0 %
Digestive Health 124.2 118.6 5.6 4.7 %
Pain and Sleep-Aids 103.5 102.9 0.6 0.6 %
Oral Care 84.4 70.4 14.0 19.9 %
Healthy Lifestyle 73.4 67.6 5.8 8.6 %
Skin Care 52.3 40.9 11.4 27.9 %
Women's Health 11.9 8.2 3.7 45.1 %
Vitamins, Minerals, and Supplements ("VMS") 4.0 7.7 (3.7) (48.1) %
Other CSCA 15.8 13.7 2.1 15.3 %
Total CSCA $ 763.7 $ 710.0 7.6%

All values are in US Dollars.

(1) We updated our global reporting product categories as a result of our product portfolio reconfiguration. These product categories have been adjusted retroactively to reflect the changes and have no impact on historical financial position, results of operations, or cash flows.

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CSCA

Sales drivers in each category are provided below:

•Upper Respiratory: Net sales of $154.3 million increased 1.0% due primarily to the launch of Nasonex®24HR and higher net sales of allergy products. This growth was partially offset by the divested Latin American businesses, impacting growth by an unfavorable 1.8 percentage points, a voluntary OTC product recall and prolonged and elevated incidence of cough/cold and flu over the past year which led to lower inventory levels and the inability to meet current consumer demand for liquid cough/cold products;

•Nutrition: Net sales of $139.9 million increased 10.0% due primarily to the Gateway acquisition, despite an unfavorable impact due to a voluntary recall, and strong growth in the contract infant formula business. This growth was partially offset by lower net sales in the legacy Nutrition business as the Company benefited from a major national brand infant formula recall in the prior year;

•Digestive Health: Net sales of $124.2 million increased 4.7% due primarily to increased manufacturing capacity and demand for Polyethylene Glycol 3350, solid growth in the antacids business and new products, including Omeprazole Cool Mint, Omeprazole Mini Capsules and Polyethylene Glycol 3350 Orange. Growth in this category was partially offset by an unfavorable 1.8 percentage points from the divested Latin American businesses;

•Pain and Sleep-aids: Net sales of $103.5 million increased 0.6% due primarily to strong demand for children's analgesics products resulting from a relatively stronger cough/cold and flu season, partially offset by an unfavorable impact of 5.2 percentage points from the divested Latin American businesses;

•Oral Care: Net sales of $84.4 million increased 19.9% due primarily to the normalization of supply chain disruptions that impacted net sales in the prior year and strong consumer demand for oral care products, including both store brand offerings and brands such as Plackers®, Firefly® and REACH®;

•Healthy Lifestyle: Net sales of $73.4 million increased 8.6% due primarily to increased distribution of store brand smoking cessation products;

•Skin Care: Net sales of $52.3 million increased 27.9% due primarily to the addition of HRA Pharma brands, including Mederma® and Compeed®, and higher net sales of minoxidil-based products stemming from increased manufacturing capacity, partially offset by the unfavorable impact of 6.1 percentage points from the divested Latin American businesses and ScarAway® brand asset;

•Women's Health: Net sales of $11.9 million increased 45.1% due primarily to the addition of HRA Pharma brands, including ella®; and

•VMS and Other: Net sales of $19.8 million decreased 7.5% due primarily to the unfavorable impact of 29.0 percentage points from the divested Latin American businesses.

Operating income increased $4.7 million, or 6.0%, due primarily to:

•$38.3 million increase in gross profit due primarily to strategic pricing actions, the addition of HRA Pharma and Gateway, and favorable product mix; partially offset by cost of goods sold inflation, the divestitures of the Latin American businesses and ScarAway® brand asset and two voluntary product recalls. Gross profit as a percentage of net sales increased 330 basis points compared to the prior year due to the same factors that drove gross profit.

•$33.6 million increase in operating expenses due primarily to the addition of HRA Pharma and Gateway as well as higher selling costs on branded business and administration costs, partially offset by the absence of the divested Latin American businesses and gain on the sale of ScarAway® asset brand in the prior year.

CONSUMER SELF-CARE INTERNATIONAL

Segment Financial Results

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CSCI

Three Months Ended
(in millions, except percentages) April 1, 2023 April 2, 2022
Net sales $ 418.1 $ 364.5
Gross profit $ 203.0 $ 165.3
Gross profit % 48.6 % 45.3 %
Operating income $ 21.3 $ 16.2
Operating income % 5.1 % 4.4 %

Three Months Ended April 1, 2023 vs. Three Months Ended April 2, 2022

Net sales increased $53.6 million, or 14.7%, due primarily to:

•$40.0 million, or 11.0%, net increase due primarily to approximately $32 million of strategic pricing actions and higher volume sales across several CSCI product categories including Upper Respiratory due to a strong global cough, cold and flu season;

•$45.9 million increase from the addition of HRA Pharma inclusive of an unfavorable impact of $11.6 million from distributor transition sales returns as part of the integration strategy to capture synergies and

•$2.1 million unfavorable effect of currency translation; partially offset by

•$30.2 million decrease from unfavorable foreign currency translation excluding acquisitions.

Sales Three Months Ended
(in millions, except percentages)(1) April 1, 2023 April 2, 2022 Change % Change
Upper Respiratory 84.8 66.5 18.3 27.5 %
Skin Care $ 83.4 $ 73.9 12.9 %
Healthy Lifestyle 66.4 58.9 7.5 12.7 %
Pain and Sleep-Aids 49.9 54.0 (4.1) (7.6) %
VMS 47.8 49.5 (1.7) (3.4) %
Women's Health 29.1 13.7 15.4 112.4 %
Oral Care 29.1 28.9 0.2 0.7 %
Digestive Health 8.8 9.2 (0.4) (4.3) %
Other CSCI 18.8 9.9 8.9 89.9 %
Total CSCI $ 418.1 $ 364.5 14.7 %

All values are in US Dollars.

(1) We updated our global reporting product categories as a result of our product portfolio reconfiguration. These product categories have been adjusted retroactively to reflect the changes and have no impact on historical financial position, results of operations, or cash flows.

Sales in each category were driven primarily by:

•Upper Respiratory: Net sales of $84.8 million increased 27.5%, inclusive of an 8.4% unfavorable effect of currency translation, due primarily to strong demand for cough/cold products, including Bronchostop and Coldrex, stemming from a relatively stronger cough/cold and flu season. Net sales of the U.K. allergy brand Beconase were also higher compared to the prior year period;

•Skin Care: Net sales of $83.4 million increased 12.9%, inclusive of a 13.2% unfavorable effect of currency translation, driven primarily by the addition of HRA Pharma brands, including Compeed®, partially offset by the reclassification of anti-parasite offerings from the Skin Care category to the Healthy Lifestyle Category;

•Healthy Lifestyle: Net sales of $66.4 million increased 12.7%, inclusive of a 4.6% unfavorable effect of currency translation, due primarily to the reclassification of anti-parasite offerings from Skin Care to the Healthy Lifestyle category and higher net sales of anti-parasite offerings that continue to outpace strong category growth, partially offset by lower category consumption in weight management impacting XLS Medical;

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CSCI

•Pain & Sleep-Aids: Net sales of $49.9 million decreased 7.6%, due primarily to a 7.8% unfavorable effect of currency translation and lower sales of Nytol due to timing of shipments to customers, partially offset by higher demand for Solpadeine, an analgesic product;

•VMS: Net sales of $47.8 million decreased 3.4%, due primarily to a 4.8% unfavorable effect of currency translation, partially offset by improved sales of Davitamon in Benelux stemming from higher promotions and Abtei in Germany;

•Women's Health: Net sales of $29.1 million increased 112.4%, inclusive of a 13.1% unfavorable effect of currency translation, due primarily to the addition of HRA Pharma brands, including ellaOne® and NorLevo®;

•Oral Care: Net sales of $29.1 million increased 0.7%, inclusive of a 6.2% unfavorable effect of currency translation, due primarily to new products and market share gains;

•Digestive Health and Other: Net sales of $27.6 million increased 44.5%, inclusive of a 20.4% unfavorable effect of currency translation, due primarily to the addition of the HRA Pharma Rare Diseases portfolio in the Other category.

Operating income increased $5.1 million, or 31.5%, due primarily to:

•$37.7 million increase in gross profit due primarily to higher gross profit flow-through resulting from positive sales pricing benefits and the addition of HRA Pharma, partially offset by $17.2 million of unfavorable foreign currency translation and $9.0 million distributor transition sales returns. Gross profit as a percentage of net sales increased 330 basis points due primarily to the same factors that drove gross profit; and

•$32.6 million increase in operating expenses due primarily to higher selling and administrative employee expenses and higher advertising and promotion investments as a result of the integration of HRA Pharma, partially offset by a $9.8 million decrease from foreign currency translation.

Unallocated Expenses

Unallocated expenses are comprised of certain corporate services not allocated to our reporting segments and are recorded in Operating income on the Consolidated Statements of Operations. Unallocated expenses were as follows (in millions):

Three Months Ended
April 1, 2023 April 2, 2022
$ 56.0 $ 73.0

The decrease of $17.0 million in unallocated expenses during the three months ended April 1, 2023 compared to the prior year period was due primarily to a decrease in acquisition expenses associated with HRA Pharma and certain unallocated restructuring expenses.

Interest expense, net, and Other (income) expense, net

Three Months Ended
(in millions) April 1, 2023 April 2, 2022
Interest expense, net $ 43.7 $ 35.8
Other (income) expense, net $ 0.5 $ (1.1)

The $7.9 million increase in Interest Expense, net during the three months ended April 1, 2023, compared to the prior year period was due primarily to an increase in outstanding borrowings under our New Senior Secured Credit Facilities (as defined in Item 1. Note 11).

The $1.6 million increase in expense in Other (Income) Expense, net during the three months ended April 1, 2023 compared to the prior year period was due primarily to the absence of a prior year favorable pension plan matter and current year foreign currency and hedging expenses.

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Unallocated, Interest, Other, and Taxes

Income Taxes (Consolidated)

The effective tax rates were as follows:

Three Months Ended
April 1, 2023 April 2, 2022
123.8 % 90.2 %

The effective tax rate on the pre-tax income for the three months ended April 1, 2023, increased compared to the effective tax rate on the pre-tax loss for the three months ended April 2, 2022, primarily due to the tax benefit of the loss on sale of our Latin American businesses recognized in the three months ended April 2, 2022, offset by changes in the jurisdictional mix of earnings in the three months ended April 1, 2023. The effective tax rate for this period differs from the statutory income tax rate of 12.5% primarily due to non-deductible expenses, as well as changes in our reserves for unrecognized tax benefits.

FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and capital market financing. We routinely monitor current and expected operational requirements and financial market conditions to evaluate other available financing sources including term and revolving bank credit and securities offerings. In determining our future capital requirements, we regularly consider, among other factors, known trends and uncertainties, such as tax disputes, the COVID-19 pandemic, the war in Ukraine, inflation and interest rates and other contingencies. We note that no payment of the additional amounts proposed by the IRS in our ongoing tax matters is currently required, and no such payment is expected to be required, unless and until a settlement or other final determination of the matter is reached that is adverse to us (refer to Item 1. Note 15 for additional information on ongoing tax matters).

Based on the foregoing, management believes that our operations and borrowing resources are sufficient to provide for our short-term and long-term capital requirements, as described below. However, an adverse result with respect to our appeal of any material outstanding tax assessments or litigation, including securities or drug pricing matters and product liability cases, damages resulting from third-party claims, and related interest and/or penalties, could ultimately require the use of corporate assets to pay such assessments and any such use of corporate assets would limit the assets available for other corporate purposes. As such, we continue to evaluate the impact of the above factors on liquidity and may determine that modifications to our capital structure are appropriate if market conditions deteriorate, favorable capital market opportunities become available, or any change in conditions relating to the COVID-19 pandemic, the war in Ukraine, inflation and interest rates or other contingencies have a material impact on our capital requirements.

Cash and Cash Equivalents

(in millions) April 1, 2023 December 31, 2022
Cash and cash equivalents $ 553.0 $ 600.7
Working capital(1) $ 1,139.7 $ 1,041.8

(1) Working capital represents current assets less current liabilities, excluding cash and cash equivalents and excluding current indebtedness.

Cash, cash equivalents, cash flows from operations, and borrowings available under our credit facilities are expected to be sufficient to finance our liquidity and capital expenditures in both the short and long term. Although our lenders have made commitments to make funds available to us in a timely fashion under our revolving credit agreements and overdraft facilities, if economic conditions worsen or new information becomes publicly available impacting the institutions’ credit rating or capital ratios, these lenders may be unable or unwilling to lend money pursuant to our existing credit facilities. Should our outlook on liquidity requirements change substantially from current projections, we may seek additional sources of liquidity in the future.

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

Cash Flows

The following table includes summarized cash flow activities:

Three months ended
(in millions) April 1, 2023 April 2, 2022 Change
Net cash from operating activities $ 19.4 $ 79.1
Net cash from (for) investing activities (19.6) 62.7 (82.3)
Net cash from (for) financing activities (50.7) (51.9) 1.2
Effect of exchange rate changes on cash and cash equivalents 3.2 (3.7) 6.9
Net increase (decrease) in cash and cash equivalents $ (47.7) $ 86.2

All values are in US Dollars.

Net cash from (for) Operating Activities

The $59.7 million decrease in operating cash flow was primarily driven by higher working capital, primarily related to increased sales versus the prior year and related to timing of sales and receipt of payments and higher inventory related to distributor transitions as part of the HRA Pharma integration strategy. This was partially offset by an increase in cash flow from the change in net earnings after adjustments for items including accrued income taxes and depreciation and amortization.

Net cash from (for) Investing Activities

The $82.3 million decrease in investing cash flow was due to the absence of proceeds that we had in the prior year from the sale of our Latin American businesses, an ANDA for a generic topical lotion related to our RX business sale, and from the sale of ScarAway® brand asset.

Net cash from (for) Financing Activities

The $1.2 million increase in financing cash flow was due primarily to installment and working capital proceeds in the current year from the sale of our Latin American businesses, partially offset by payments on our New Senior Secured Credit Facilities and an increase in dividend payments compared to the prior year.

Borrowings and Capital Resources

Credit Agreements

On April 20, 2022, we entered into two new term loans consisting of (i) a $500 million five-year term loan (the "2022 Term Loan A Facility"), and (ii) a $1.1 billion seven-year loan (the "2022 Term Loan B Facility" and, together with the 2022 Term Loan A Facility, the "2022 Term Loan Facilities"). Refer to Item I Note 11 for further information.

As of April 1, 2023 and December 31, 2022, we had $1,582.4 million and $1,588.3 million outstanding under the 2022 Term Loan Facilities, respectively. Our short term debt as of April 1, 2023 of $36.2 million is comprised of (i) principal payments of the 2022 Term Loan Facilities and (ii) leases.

The interest rate net of derivatives results in a fixed rate on a substantial portion of our long-term debt, the earliest of which matures in 2024.

On April 20, 2022, we and our wholly owned subsidiary, Perrigo Investments, LLC, entered into a $1.0 billion five-year revolving credit facility (the "2022 Revolver") as part of its New Senior Secured Credit Facilities (as defined in Item 1.Note 11). There were no borrowings outstanding under the 2022 Revolver as of April 1, 2023 or December 31, 2022.

We are in compliance with all the covenants under our debt agreements as of April 1, 2023.

Other Financing

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

We have overdraft facilities available that we may use to support our cash management operations. There were no borrowings outstanding under the overdraft facilities as of April 1, 2023 or December 31, 2022.

Leases

We had $232.7 million and $238.6 million of lease liabilities and $232.7 million and $239.1 million of lease assets as of April 1, 2023 and December 31, 2022, respectively.

Credit Ratings

Our credit ratings on April 1, 2023 were Ba2 (negative), BB (stable), and BB+ (stable), by Moody's Investor Services, S&P Global Ratings, and Fitch Ratings Inc., respectively.

The interest of the 3.150% Senior Notes due 2030 stepped up from 3.900% to 4.400% on payments made after June 15, 2022 due to a credit ratings downgrade by Moody’s Investor Services in the first quarter of 2022. On March 15, 2023, Moody's downgraded our Corporate Family Rating to Ba2 from Ba1 and senior unsecured notes ratings to Ba3 from Ba2 and the rating outlooks remained negative. Due to the downgrade, the interest of the 3.150% Senior Notes due 2030 will be stepped up from 4.400% to 4.650% on payments made after June 15, 2023. Future interest rate adjustments are subject to a 2.0% total cap above the original 3.150% interest rate based on certain rating events as specified in the Note’s Supplemental Indenture No. 3, dated as of June 19, 2020, among Perrigo Finance Unlimited Company, Perrigo Company plc and Wells Fargo Bank, National Association, as trustee.

Guarantor Financial Information

As detailed in Item 1. Note 11, our Guarantor Subsidiaries and the Borrower under the New Senior Secured Credit Facilities provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.300% Notes due 2043 issued by the Company, and the Loan Parties provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 3.900% Notes due 2024, the 4.375% Notes due 2026, the 4.400% Notes due 2030 and the 4.900% Notes due 2044 issued by Perrigo Finance Unlimited Company.

The guarantees of the Guarantor Subsidiaries, the Company and the Borrower are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The guarantees of the Guarantor Subsidiaries, the Company and the Borrower rank senior in right of payment to any future subordinated indebtedness of the Company, equal in right of payment with all of the Company’s existing and future senior indebtedness and effectively subordinated to any of the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness.

Basis of Presentation

The following tables include summarized financial information of the obligor groups of debt issued by Perrigo Finance Unlimited Company and Perrigo Company plc. The summarized financial information of each obligor group is presented on a combined basis with balances and transactions within the obligor group eliminated. Investments in and the equity in earnings of non-guarantor subsidiaries, which would otherwise be consolidated in accordance with U.S. GAAP, are excluded from the below summarized financial information pursuant to SEC Regulation S-X Rule 13-01.

The summarized balance sheet information for the consolidated obligor group of debt issued by Perrigo Finance Unlimited Company and Perrigo Company plc is presented in the table below:

April 1, 2023 December 31, 2022
Current Assets $ 1,908.8 $ 1,975.7
Non-current Assets $ 4,735.1 $ 4,819.1
Current liabilities $ 662.3 $ 734.9
Non-current liabilities $ 11,017.2 $ 11,036.2
Due to non-guarantors $ 6,329.1 $ 6,346.4

Perrigo Company plc - Item 2

Financial Condition, Liquidity and Capital Resources

The summarized results of operations information for the consolidated obligor group of debt issued by Perrigo Finance Unlimited Company and Perrigo Company plc is presented in the table below:

Three Months Ended
April 1, 2023
Total Revenues $ 840.9
Gross Profit $ 229.6
Operating Income (loss) $ 2.6
Net Income (loss) $ (13.9)
Revenue from non-guarantors $ 78.9
Other (income) expense to non-guarantors $ (48.0)

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

There were no material changes in contractual obligations as of April 1, 2023 from those provided in our 2022 Form 10-K.

Significant Accounting Policies

There have been no material changes to the significant accounting policies as disclosed in our 2022 Form 10-K.

Critical Accounting Estimates

The determination of certain amounts in our financial statements requires the use of estimates. These estimates are based upon our historical experiences combined with management’s understanding of current facts and circumstances. Although the estimates are considered reasonable based on the currently available information, actual results could differ from the estimates we have used. There have been no material changes to the critical accounting estimates as disclosed in our 2022 Form 10-K.

ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," of our 2022 Form 10-K.

ITEM 4.        CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of April 1, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in ensuring that all material information relating to us and our consolidated subsidiaries required to be included in our periodic SEC filings would be made known to them by others within those entities in a timely manner and that no changes are required at this time.

Evaluation of the Effectiveness of Internal Control over Financial Reporting

Our management assessed the effectiveness of our internal control over financial reporting as of April 1, 2023. The framework used in carrying out our evaluation was the 2013 Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. In evaluating our information

Perrigo Company plc - Item 4

Controls and Procedures

technology controls, we also used components of the framework contained in the Control Objectives for Information and related Technology, which was developed by the Information Systems Audit and Control Association’s IT Governance Institute, as a complement to the COSO internal control framework. Management has concluded that our internal control over financial reporting was effective as of April 1, 2023. The results of management’s assessment have been reviewed with our Audit Committee.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended April 1, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.     OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Refer to Item 1. Note 15 and Item 1. Note 16 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A.    RISK FACTORS

Our Annual Report on Form 10-K for the year ended December 31, 2022 includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K, other than the risk factor as described below.

We operate in highly regulated industries, and any inability to timely meet current or future regulatory requirements could have a material adverse effect on our business and operating results.

We operate in highly regulated industries in numerous countries and are subject to the regulations of a variety of U.S. and non-U.S. agencies related to the manufacturing, processing, formulation, packaging, labeling, testing, storing, distribution, import, export, advertising, and sale (including cost, pricing and reimbursement) of our products, as described in detail in Item 1. of our Annual Report on Form 10-K for the year ended December 31, 2022. Changes in laws, regulations, and practices in the countries in which we operate, which may be impacted by political pressure and other factors outside of our control, may be difficult or expensive for us to comply with, could restrict or delay our ability to manufacture, distribute, sell or market our products, and may adversely affect our revenue, operating results, and financial condition or impose significant administrative burdens. Moreover, changes in the interpretation of existing regulations or practices by such regulators could result in changes in the legal requirements affecting us (including with retroactive effect). Divergence in regulatory approach from country to country, and between the EU and individual member states, adds cost and complexity to the compliance framework; and differences in requirements and/or implementation dates in different jurisdictions may provide competitive advantages to manufacturers that operate in other locations. If our products fail to meet regulatory requirements, our sales may be adversely affected, we may incur fines and penalties, and our exposure to liability relating to product-based claims may increase. Below are some examples of ways in which regulatory risk may impact us:

•On July 14, 2021, the European Commission adopted a set of proposals to ensure polices are aligned with the goal of reducing net greenhouse gas emissions by at least 55% by 2030 (the "EU Green Deal"). There is a growing focus on environmental impact of self-care products, their ingredients, components, packaging, manufacturing, and disposal. This focus could lead to new requirements and restrictions in the coming years across all product categories.

•We must obtain approval from the appropriate regulatory agencies in order to manufacture and sell our products in the regions in which we operate. Obtaining this approval can be time consuming and costly. When we submit an application for market authorization, there can be no assurance that the regulator will approve that application on a timely basis or at all.

•U.S. law encourages generic competition by providing eligibility for first generic marketing exclusivity if certain conditions are met. If we are granted generic exclusivity, the exclusivity may be shared with other companies; or we may forfeit 180-day exclusivity if we fail to obtain regulatory approval and begin marketing within the statutory requirements. If we are not the first to file our ANDA, the FDA may grant 180-day

Perrigo Company plc - Item 1A

Risk Factors

exclusivity to another company, thereby effectively delaying the launch of our product and/or possibly reducing our market share.

•U.S. and global regulatory agencies regularly inspect our manufacturing facilities and the facilities of our third-party suppliers for good manufacturing practices ("GMP") and other regulatory compliance. The failure of one of these facilities to comply with applicable laws and regulations may lead to a breach of representations made to our customers, or to regulatory or government action against us related to the products made in that facility, including suspension of or delay in regulatory approvals and product seizure, injunction, recall, suspension of production or distribution of our products, a total or partial shutdown of production in one or more facilities, loss of licenses or other governmental penalties, or civil or criminal prosecution, which could result in increased cost, lost revenue, or reputational damage.

•U.S. and global regulatory agencies regularly inspect our manufacturing facilities and the facilities of our third-party suppliers for GMP and other regulatory compliance. The failure of one of these facilities to comply with applicable laws and regulations may lead to a breach of representations made to our customers, or to regulatory or government action against us related to the products made in that facility, including suspension of or delay in regulatory approvals and product seizure, injunction, recall, suspension of production or distribution of our products, loss of licenses or other governmental penalties, or civil or criminal prosecution, which could result in increased cost, lost revenue, or reputational damage.

•In 2020, regulatory agencies globally, including the FDA and the European Medicines Agency, issued guidance on assessing and controlling nitrosamine impurities in medicine products. We are continuing to undertake a review of our product portfolio in accordance with regulatory guidance to assess the risk of the presence of nitrosamine impurities. Any finding of nitrosamine impurities exceeding levels set by regulatory authorities may require us to adopt modified product sourcing and/or manufacturing processes or to initiate product withdrawal.

•Rx-to-OTC switches are part of our future growth. If regulatory agencies fail to approve Rx-to-OTC switches in new product categories or reassess the terms of existing OTC classifications, our growth prospects and product mix would be impaired. Further, regulatory agencies may reassess the terms of OTC classification if they perceive a shift in the previously assessed benefit/risk profile. Any such reassessment could lead to OTC products reverting to prescription. For example, as described in Item 1. of our Annual Report on Form 10-K for the year ended December 31, 2022, Irish regulators are undertaking a formal review of non-prescription codeine products, which could result in the reclassification of codeine to prescription only after a brief transition period. A final opinion is expected by the end of the third quarter of 2023. Sales of products containing codeine in Ireland were approximately $8 million in 2022. Moreover, a reclassification by Ireland could lead to reviews in other jurisdictions as well.

•Our infant formula products may be subject to barriers or sanctions imposed by countries or international organizations limiting international trade and dictating the content of such products. If governments enhance regulations on the infant formula industry by, for example, requiring additional testing or compulsory batch-by-batch inspection, or impose additional requirements on manufacturing practices, our sales and operating margins in this category could be adversely affected as it is costly to comply with such new regulations or requirements, and to develop compliant products and processes for our infant formula products.

•The regulation of List I chemicals complicate our supply chain, and adverse regulatory actions may result in temporary or permanent interruption of distribution of our products, withdrawal of our products from the market, or other penalties. If we are unable to obtain necessary quotas for List I chemicals, we risk having delayed product launches or failing to meet commercial supply obligations.

•Very recently the European Parliament voted of a proposal to extend the EU's Medical Device Regulation ("MDR") transition periods until 2027-2028, together with an extended validity of existing medical device certificates and the possibility to sell off existing medical device products until end of shelf-life. With this decision the European Parliament took into account that there is currently a shortage in the number of Notified Bodies authorized to carry out conformity assessments required under MDR.

•Increased scrutiny of product classifications by government agencies can result in investigations and prosecutions, which carry the risk of significant civil and criminal penalties, including but not limited to, debarment from government business and prohibition to continue the business.

Perrigo Company plc - Item 6

Exhibits

ITEM 6.    EXHIBITS

Exhibit<br><br>Number Description
3.1 Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 19, 2013).
3.2 Memorandum and Articles of Association of Perrigo Company plc, as amended and restated (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2017).
10.1 Amendment No. 1 to Annual Incentive Plan (filed herewith).
10.2 Forms of OI Performance-Based Restricted Stock Unit Award Agreement (filed herewith).
10.3 Forms of rTSR Performance-Based Restricted Stock Unit Award Agreement (filed herewith).
10.4 Forms of Service-based Restricted Stock Unit Award Agreement (filed herewith).
10.5 Forms of Performance-Based and Service-Based Restricted Stock Unit Award Agreements for Murray Kessler (filed herewith).
22 List of Guarantor Subsidiaries (filed herewith).
31.1 Rule 13a-14(a) Certification by Murray S. Kessler, Chief Executive Officer (filed herewith).
31.2 Rule 13a-14(a) Certification by Eduardo Bezerra, Chief Financial Officer (filed herewith).
32 Certification Pursuant to 18 United States Code 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934 (furnished herewith).
101. INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Date File, formatted in Inline XBRL (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PERRIGO COMPANY PLC
(Registrant)
Date: May 9, 2023 /s/ Murray S. Kessler
Murray S. Kessler
Chief Executive Officer and President
(Principal Executive Officer)
Date: May 9, 2023 /s/ Eduardo Bezerra
Eduardo Bezerra
Chief Financial Officer
(Principal Accounting and Financial Officer)

48

Document

AMENDMENT NO. 1 TO THE

PERRIGO COMPANY PLC

ANNUAL INCENTIVE PLAN

WHEREAS, Perrigo Company plc (the “Company”) sponsors the Perrigo Company PLC Annual Incentive Plan, As Amended and Restated February 13, 2019 (the "Plan");

WHEREAS, the Company desires to amend the Plan to change the eligibility requirement for payment of an Incentive Bonus.

NOW, THEREFORE, by virtue and in exercise of the amending authority reserved by the Plan sponsor pursuant to Section 13ba) of the Plan, amended and restated February 13, 2019, Section 6 is hereby amended to read as follows:

Termination of Employment. Unless determined otherwise by the Committee, if a Participant’s employment with the Company and its Affiliates terminates during the Performance Period due to Retirement, death, or Disability, the Participant shall be entitled to receive a pro rata portion of the Incentive Bonus for such Performance Period in an amount equal to the Incentive Bonus the Participant would have received had he or she remained employed until the end of the Performance Period and the Incentive Bonus payment date, based on actual performance for such Performance Period and pro-rated based on the number of days in the Performance Period prior to the Participant’s termination of employment. Unless the Committee determines otherwise, if a Participant’s employment terminates prior to the Incentive Bonus payment date for any other reason, no Incentive Bonus will be payable to such Participant with respect to such Performance Period.

*    *    *

IN WITNESS WHEREOF, Perrigo Company plc has caused this Amendment No. 1 to be executed by its duly authorized officer this 7th day of February 2023.

PERRIGO COMPANY PLC

By: /s/ Kyle L. Hanson

Kyle L. Hanson

Title:     EVP, General Counsel and Secretary

Document

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Performance-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of performance-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Performance-Based Vesting

1.1    Grant. As of the Grant Date, and subject to the terms and conditions of this Agreement and the Plan, the Company grants to you Number of Awards Granted performance-based restricted stock units (“PSUs”). The number of PSUs awarded in this Section 1.1 is referred to as the “Target Award.” The Target Award may be increased or decreased depending on the level of attainment of Performance Goals for designated Performance Measures as described in Section 1.2. Each PSU shall entitle you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the PSU Vesting Date set forth in Section 1.2, provided the applicable Performance Goals for each Performance Measure are satisfied.

1.2    Vesting. The number of PSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PSU Vesting Date. That number will be determined based on the average level of attainment of annual Performance Measure(s) for each fiscal year in the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Measures and applicable Performance Goals are established by the Committee.

The Committee shall establish annually one or more Performance Measures and the Performance Goals with respect to each Performance Measure that must be attained for Threshold, Target and Maximum performance for a fiscal year. The Performance Measure and Performance Goals for each fiscal year will be provided to you.

Following the end of each fiscal year in the Performance Period, the Committee will determine the percentage of Target Award PSUs that would be payable for such fiscal year, based on the attainment of the Performance Goals for each Performance Measure(s) established by the Committee for that fiscal year. The percentage of the Target Award that would be payable under the schedule shall be adjusted, pro rata, to reflect the attained performance between Threshold and Target, and Target and Maximum.

At the end of the Performance Period, the percentage payout for each fiscal year in the Performance Period will be averaged to determine the actual percentage of Target Award PSUs that will vest and be payable on the PSU Vesting Date. In no event will the calculation of a positive payout percentage for any fiscal year be construed to guarantee that any PSUs will vest on the PSU Vesting Date. Payout percentages for the individual fiscal years are determined

solely for purposes of determining the average annual payout percentage for the three-year Performance Period.

Except as provided in Section 1.4, the PSUs will be permanently forfeited if your Termination Date occurs prior to the PSU Vesting Date. If the average annual performance payout for the Performance Period is less than the Threshold performance level established by the Committee, all PSUs that have not previously been forfeited shall be forfeited as of the PSU Vesting Date. If the average annual performance payout for the Performance Period exceeds the Maximum performance level established by the Committee, in no event will the number of PSUs vesting exceed 200% of the Target Award.

1.3    Definitions. The following terms shall have the following meanings under this Section 1.

(a)    “Performance Goal” means the level of performance that must be attained with respect to a Performance Measure for a fiscal year for Minimum, Target and Maximum payout.

(b)    “Performance Measure” for any fiscal year means one or more financial measures, as determined by the Committee. The Committee shall provide how the Performance Measure will be adjusted, if at all, as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction.

(c)    “Performance Period” means a period of three consecutive fiscal years of the Company, beginning with the first day of the fiscal year of the Company in which the Grant Date occurs and ending on the last day of the third fiscal year in the 3-year period.

(d)    “PSU Vesting Date” means the last day of the Performance Period.

(e)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(f)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return

from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Special Vesting Rules. Notwithstanding Section 1.2 above, if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all of the PSUs awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of your Termination Date. If your Termination Date occurs because of death, Disability, or Retirement, the PSUs shall vest or be forfeited as of the PSU Vesting Date set forth in Section 1.2, based on the attainment of the performance goals. If your Termination Date occurs in the 24-month period preceding the PSU Vesting Date because of an Involuntary Termination for Economic Reasons, all of the PSUs awarded hereunder shall vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in the first sentence of this Section 1.4, the special vesting rules described in the first sentence of this Section 1.4 shall apply in lieu of the vesting rules described in this sentence.

1.5    Settlement of PSUs. As soon as practicable following the date of the Committee’s first regularly scheduled meeting following the last day of the Performance Period at which the Committee certifies the average payout for each of the three years in the Performance Period (or, if earlier, the date on which the PSUs become vested pursuant to the special vesting rules described in Section 1.4), the Company shall transfer to you one Ordinary Share for each PSU, if any, that becomes vested pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company in its discretion may settle PSUs in cash, based on the fair market value of the shares on the vesting date. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PSUs are not eligible for dividend equivalents.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the PSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall

have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgment. The Company and you agree that the PSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the PSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.). Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the PSU Grant Date and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you

(or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)     Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the PSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested PSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Short Term Deferral (Only Applicable to Individuals Subject to U.S. Federal Tax Laws). PSUs payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, PSUs will be settled no later than the 15th day of the third month following the later of (i) the end of the Employee’s taxable year in which the vesting date occurs, or (ii) the end of the fiscal year of the Company in which the vesting date occurs.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other PSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all PSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or

withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of PSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment relating to any PSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding PSUs that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan.

(2)    the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of the PSUs, even if PSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the PSUs and the Ordinary Shares subject to the PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation;

(7)    the PSUs and the Ordinary Shares subject to the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the PSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the PSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

2.15    [Noncompetition and Nonsolicitation.

(a)    Noncompetition. During your employment with the Company and its Affiliates and for a twelve (12) month period following your Termination Date (the “Restricted Period”), you shall not (i) directly or indirectly, without the prior written consent of the Company, engage in or invest [a material or controlling interest in] as an owner, partner, stockholder, licensor, director, officer, agent or consultant for any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the [country or countries in which you regularly work or provide services] [world]; or (ii) accept employment or an engagement for the provision of services in any capacity, including as an employee, director, consultant or advisor, directly or indirectly, with any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the [country or countries in which you regularly work or provide services] [world] except where prohibited by local law. For purposes hereof, conducting a business that is in competition with a business conducted by the Company or any of its Affiliates shall include the sale, manufacture, distribution or research and development of any product or service that is similar to a product or service sold, distributed, marketed or being researched or developed (including through a joint venture or investment in another entity) by the Company or any of its Affiliates, including store brand and value brand OTC drug or nutritional products, extended topical generic prescription pharmaceutical products, infant nutrition products, oral care products, and any other product or products that the Company or an Affiliate is marketing or actively planning to market during your employment with the Company and during the oneyear period following your Termination Date. If there is a completed sale, transfer or other disposition of the Perrigo Prescription Pharmaceutical business during the Restricted Period, this Section 2.15(a) will not apply to the Perrigo Prescription Pharmaceutical business. Notwithstanding the foregoing, nothing in this provision shall prevent you from passively owning two percent (2%) or less of the outstanding securities of any class of any company listed on a national securities exchange or quoted on an automated quotation system. You may make a written request in writing to the CHRO of the Company for an exception to this Section 2.15(a) and such exception will not be unreasonably withheld[, particularly where you are seeking employment with a business that does not compete with the segment of the Company where you worked or provided services during the last two years of your employment with the Company].

(b)    Nonsolicitation of Service Providers. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, without the prior written consent of the Company, (i) actively solicit, recruit or hire any Person who is at such time, or who at any time during the 12month period prior to such solicitation or hiring had been, an employee or consultant of the Company or any of its Affiliates, (ii) solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates or (iii) interfere with the relationship of the Company or any of its Affiliates with any Person or entity who or that is employed by or otherwise engaged to perform services for the Company or any of its Affiliates except where prohibited by local law.

(c)    Nonsolicitation of Clients. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, alone or in association with any other Person, without the prior written consent of the Company, (i) induce or attempt to induce any client, customer (whether former or current), supplier, licensee, franchisee, joint venture partner or other business relation of the Company or any of its Affiliates (collectively, “Clients”) to cease doing business with the Company or any such Affiliate, (ii) divert all or any portion of a Client’s business with the Company to any competitor of the Company or any such Affiliate, or (iii) in any way interfere with the relationship between any Client, on the one hand, and the Company or any such Affiliate, on the other hand except where prohibited by local law.

(d)    Remedies and Injunctive Relief. You acknowledge that a violation by you of any of the covenants contained in this Section 2.15 would cause irreparable damage to the Company and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, the Company and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 2.15 in addition to any other legal or equitable remedies it may have. In addition, in the event of your Willful Restrictive Covenant Breach (as defined in this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment. For purposes of this Agreement, “Willful Restrictive Covenant Breach” means your material breach of any of the covenants set forth in this Section 2.15 which you knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentences of this Section 2.15 shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which you are in violation of the provisions of Section 2.15(a), (b) or (c), as applicable. In the event that a court of competent jurisdiction determines that any provision of this Section 2.15 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 2.15 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

(e)    Acknowledgments.

(1)    You acknowledge that the Company and its Affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization. You acknowledge that the Company and its Affiliates have a legitimate business interest in and right to protect its goodwill and employee, customer and other relationships, and that the Company and its Affiliates could be seriously damaged by the loss or deterioration of its employee, customer and other relationships. You further acknowledge that the Company and its Affiliates are entitled to protect and preserve the going concern value of the Company and its Affiliates to the extent permitted by law.

(2)    In light of the foregoing acknowledgments, you agree that the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its Affiliates. You further acknowledge that, although your compliance with the covenants contained in this Agreement may prevent you from earning a livelihood in a business similar to the business of the Company and its Affiliates, your experience and capabilities are such that you have other opportunities to earn a livelihood and adequate means of support for you and your dependents.

(3)    In light of the acknowledgements contained in this Section 2.15, you agree not to challenge or contest the reasonableness, validity or enforceability of any limitations on, and obligations of, you contained in this Section 2.15.]

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

_____________________

Name:

Title:

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Performance-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (Performance-Based) (“PSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the PSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the PSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les performances)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les Unités d’action avec restrictions (rémunération fondée sur les performances) (« UARP » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UARP ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UARP.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat particulier. Par conséquent, il vous est conseillé de demander des conseils professionnels appropriés quant à la manière dont les lois de votre pays en la matière peuvent s’appliquer à votre situation particulière. Enfin, veuillez noter que si vous êtes citoyen ou résident d’un pays autre que celui dans lequel vous travaillez actuellement ou si votre emploi est transféré après l’octroi, les informations figurant dans l’Appendice peuvent ne pas appliquer.

Extra voorwaarden en voorzieningen bij

de Overeenkomst over voorwaardelijk toegekende aandelen (op basis van prestaties)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen (op basis van prestaties) ('PSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden

gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de PSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de PSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowy przyznania jednostek akcyjnych o ograniczonych prawach (w oparciu o wyniki)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują jednostki akcyjne o ograniczonych prawach („PSU” lub „Prawo”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania PSU, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży PSU nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice

Important Notice

No financial product advice is provided in this Appendix, this Agreement or the Plan (the Plan Documents) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan. The Plan documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.

If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive PSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, each PSU represents the right to receive one Ordinary Share subject to the relevant performance goals and performance measures being met, or otherwise waived, in accordance with the Plan and this Agreement.

The PSUs will be issued for nil consideration. You are not required to pay for a PSU or for the subsequent transfer of an Ordinary Share on vesting of that PSU, however your responsibility for any taxes is as set out in the terms of the Plan and this Agreement.

Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the contrary, the number of PSUs granted to you will only be decreased depending on your level of attainment of performance goals against your designated performance measures. If you fully meet your performance goals against the designated performance measures, all of your PSUs will vest. However, if you only partially meet your performance goals against the designated performance measures, only a partial number of your PSUs will vest. You will be entitled to one Share for each vested PSU.

For the avoidance of doubt, there will be no increase to the number of PSUs granted to you on the Grant Date.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the PSUs.

No PSUs or Ordinary Shares transferred to you under the Plan will be held on your behalf, by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate). Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted PSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the PSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a) the vesting conditions for your PSUs may not be satisfied for reasons beyond the Company’s or your control;

(b) you are not permitted to transfer your PSUs unless permitted under this Agreement or the Plan;

(c) you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares

(d) if your PSUs vest and you subsequently receive Ordinary Shares:

(i) the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation; and

(ii) there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ, TASE or any other applicable market at any time and this may increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your shares;

(e) there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding PSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future.

Finally, if at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue shares, the outstanding PSUs will be cancelled, and no shares will be issued to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België

informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the PSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the PSUs, you agree to comply with Brazilian law when the PSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the PSUs, the sale of the PSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include PSUs.

Canada

Notifications

Payout of PSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested PSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the PSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of PSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. PSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of PSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

• Section 1.3(f) in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreement are deviated from to the detriment of you.

• Section 1.3(g) litra 2 in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause. “

• Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the PSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income,

the value of the PSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the PSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the PSUs have vested.

The market value of the provided PSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the PSUs, the loss can be deducted in capital gain from other listed PSUs.

Please note that it is mandatory for you to report information on PSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction. “

In addition to section 2.10(b), all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15(a)-(d) in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15 NON-COMPETITION AND NON-SOLICITATION

2.15.1. You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.2. In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.3. Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.4. During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had

business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.5. The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.6. The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.7. The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.8. As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.9. In the event of your breach of the clause, the Affiliate will be entitled to a penalty of [between three and six] months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.10. This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The PSUs are not intended to qualify as a French tax qualified performance restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or Ordinary Shares outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31).n a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shares will partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India. Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., PSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of PSUs. Notwithstanding anything to the contrary in this Agreement, if the PSUs granted hereunder are 102 Awards, the PSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held or supervised by the Trustee in accordance with the instructions set forth by the ITA. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your PSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion deposit your PSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any PSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the PSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your PSUs.

Italy

Terms and Conditions

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the PSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary

Shares issued at vesting of the PSUs if the fair market value of such Ordinary Shares combined with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Modification. By accepting the PSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the PSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(i)Participation in the Plan does not constitute an acquired right;

(ii)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(iii)Participation in the Plan is voluntary; and

(iv)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the PSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida de Rendimiento (PSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las PSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(i)La participación en el Plan no constituye un derecho adquirido;

(ii)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(iii)La participación en el Plan es voluntaria; y

(iv)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las PSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the

26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.

If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”) for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

Terms and Conditions

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

No country specific provisions.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the PSUs, you agree that, immediately upon vesting of the PSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the PSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the PSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of PSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of PSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any PSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the PSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous and discretionary, since the future value of the PSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should

any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the PSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the PSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any PSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the PSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(a)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(b)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.

Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The PSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the PSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of PSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securities Law Information. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the PSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will

be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

Notifications

* * * * *

34

Document

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Performance-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of performance-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Performance-Based Vesting

1.1    Grant. As of the Grant Date, the Company grants to you Number of Awards Granted performance-based restricted stock units (“PSUs”), subject to the terms and conditions set forth in this Agreement. The number of PSUs awarded in this Section 1.1 is referred to as the “Target Award.” The Target Award may be increased or decreased depending on the level of attainment of the Performance Goals described in Section 1.2. Each PSU entitles you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the PSU Vesting Date set forth in Section 1.2, provided the applicable Performance Goals for the Performance Measure are satisfied.

1.2    Vesting. The number of PSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PSU Vesting Date. That number will be determined based on the level of attainment of the Performance Goals for the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Goals for the Performance Measure are established by the Committee.

At the beginning of a Performance Period, the Committee shall establish one or more Performance Goals for the Performance Measure that must be attained for Threshold, Target and Maximum performance for that Performance Period. The Performance Goal(s) will be provided to you.

Following the end of the Performance Period, the Committee will determine the percentage of Target Award PSUs that would be payable for the Performance Period based on the attainment of the Performance Goals established for that Performance Period. The percentage of the Target Award that would be payable under the schedule shall be adjusted, pro rata, to reflect the attained performance between Threshold and Target, and Target and Maximum.

Except as provided in Section 1.4, the PSUs will be permanently forfeited if your Termination Date occurs prior to the PSU Vesting Date.

1.3    Definitions. The following terms shall have the following meanings under this Section 1.

(a)    “Applicable Index” for the Performance Period means the applicable index or the comparison group of peer companies selected by the Committee.

(b)    “Performance Goal” means the level of performance that must be attained with respect to the Performance Measure for the Performance Period for Minimum, Target and Maximum payout.

(c)    “Performance Measure” means relative total shareholder return (“rTSR”) which shall be based on (i) the 20-day trading price average of Ordinary Shares (as adjusted for dividends) at the end of the Performance Period (“Ending Average”) over the 20-day trading price average of Ordinary Shares (as adjusted for dividends) at the beginning of the Performance Period (“Beginning Average”), and (ii) the extent to which the Ending Average of the Applicable Index exceeds the Beginning Average of the Applicable Index.

The Committee shall provide how the Performance Measure will be adjusted, if at all, as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction.

(d)    “Performance Period” means the three-consecutive fiscal year period of the Company beginning on January 1 of the year in which the Grant Date occurs and ending on December 31 of the third year in the three-year period.

(e)    “PSU Vesting Date” means the last day of the Performance Period.

(f)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(g)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Special Vesting Rules. Notwithstanding Section 1.2 above, if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended

hereafter) and prior to the two (2) year anniversary of the Change in Control, all of the PSUs awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of your Termination Date. If your Termination Date occurs because of death, Disability, or Retirement, the PSUs shall vest or be forfeited as of the PSU Vesting Date set forth in Section 1.2, based on the attainment of the performance goals. If your Termination Date occurs in the 24-month period preceding the PSU Vesting Date because of an Involuntary Termination for Economic Reasons, all of the PSUs awarded hereunder shall vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in the first sentence of this Section 1.4, the special vesting rules described in the first sentence of this Section 1.4 shall apply in lieu of the vesting rules described in this sentence.

1.5    Settlement of PSUs. As soon as practicable following the date of the Committee’s first regularly scheduled meeting following the last day of the Performance Period at which the Committee certifies the attainment of the Performance Goals for the Performance Period (or, if earlier, the date on which the PSUs become vested pursuant to the special vesting rules described in Section 1.4), the Company shall transfer to you one Ordinary Share for each PSU, if any, that becomes vested pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company in its discretion may settle PSUs in cash, based on the fair market value of the shares on the vesting date. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PSUs are not eligible for dividend equivalents.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the PSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgement. The Company and you agree that the PSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the PSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.) Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the PSU Grant Date and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you (or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective

agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the PSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested PSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Short Term Deferral (Only Applicable to Individuals Subject to U.S. Federal Tax Laws). PSUs payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, PSUs will be settled no later than the 15th day of the third month following the later of (i) the end of the Employee’s taxable year in which the vesting date occurs, or (ii) the end of the fiscal year of the Company in which the vesting date occurs.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain

personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other PSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all PSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of PSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment relating to any PSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding PSUs that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan;

(2)    the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future PSUs grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the PSUs and the Ordinary Shares subject to the PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation;

(7)    the PSUs and the Ordinary Shares subject to the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be

considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the PSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the PSUs grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

2.15    [Noncompetition and Nonsolicitation.

(a)    Noncompetition. During your employment with the Company and its Affiliates and for a twelve (12) month period following your Termination Date (the “Restricted Period”), you shall not (i) directly or indirectly, without the prior written consent of the Company, engage in or invest as an owner, partner, stockholder, licensor, director, officer, agent or consultant for any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the world; or (ii) accept

employment or an engagement for the provision of services in any capacity, including as an employee, director, consultant or advisor, directly or indirectly, with any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the world except where prohibited by local law . For purposes hereof, conducting a business that is in competition with a business conducted by the Company or any of its Affiliates shall include the sale, manufacture, distribution or research and development of any product or service that is similar to a product or service sold, distributed, marketed or being researched or developed (including through a joint venture or investment in another entity) by the Company or any of its Affiliates, including store brand and value brand OTC drug or nutritional products, extended topical generic prescription pharmaceutical products, infant nutrition products, oral care products, and any other product or products that the Company or an Affiliate is marketing or actively planning to market during your employment with the Company and during the oneyear period following your Termination Date. If there is a completed sale, transfer or other disposition of the Perrigo Prescription Pharmaceutical business during the Restricted Period, this Section 2.15(a) will not apply to the Perrigo Prescription Pharmaceutical business. Notwithstanding the foregoing, nothing in this provision shall prevent you from passively owning two percent (2%) or less of the outstanding securities of any class of any company listed on a national securities exchange or quoted on an automated quotation system. You may make a written request in writing to the CHRO of the Company for an exception to this Section 2.15(a) and such exception will not be unreasonably withheld.

(b)    Nonsolicitation of Service Providers. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, without the prior written consent of the Company, (i) actively solicit, recruit or hire any Person who is at such time, or who at any time during the 12month period prior to such solicitation or hiring had been, an employee or consultant of the Company or any of its Affiliates, (ii) solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates or (iii) interfere with the relationship of the Company or any of its Affiliates with any Person or entity who or that is employed by or otherwise engaged to perform services for the Company or any of its Affiliates except where prohibited by local law.

(c)    Nonsolicitation of Clients. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, alone or in association with any other Person, without the prior written consent of the Company, (i) induce or attempt to induce any client, customer (whether former or current), supplier, licensee, franchisee, joint venture partner or other business relation of the Company or any of its Affiliates (collectively, “Clients”) to cease doing business with the Company or any such Affiliate, (ii) divert all or any portion of a Client’s business with the Company to any competitor of the Company or any such Affiliate, or (iii) in any way interfere with the relationship between any Client, on the one hand, and the Company or any such Affiliate, on the other hand except where prohibited by local law.

(d)    Remedies and Injunctive Relief. You acknowledge that a violation by you of any of the covenants contained in this Section 2.15 would cause irreparable damage to the Company and its Affiliates in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, the Company and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 2.15 in addition to any other legal or equitable remedies it may have. In addition, in the event of your Willful Restrictive Covenant Breach (as defined in

this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment. For purposes of this Agreement, “Willful Restrictive Covenant Breach” means your material breach of any of the covenants set forth in this Section 2.15 which you knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentences of this Section 2.15 shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which you are in violation of the provisions of Section 2.15(a), (b) or (c), as applicable. In the event that a court of competent jurisdiction determines that any provision of this Section 2.15 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 2.15 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

(e)    Acknowledgments.

(1)    You acknowledge that the Company and its Affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization. You acknowledge that the Company and its Affiliates have a legitimate business interest in and right to protect its goodwill and employee, customer and other relationships, and that the Company and its Affiliates could be seriously damaged by the loss or deterioration of its employee, customer and other relationships. Executive further acknowledges that the Company and its Affiliates are entitled to protect and preserve the going concern value of the Company and its Affiliates to the extent permitted by law.

(2)    In light of the foregoing acknowledgments, you agree that the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its Affiliates. You further acknowledge that, although your compliance with the covenants contained in this Agreement may prevent you from earning a livelihood in a business similar to the business of the Company and its Affiliates, your experience and capabilities are such that you have other opportunities to earn a livelihood and adequate means of support for you and your dependents.

(3)    In light of the acknowledgements contained in this Section 2.15, you agree not to challenge or contest the reasonableness, validity or enforceability of any limitations on, and obligations of, you contained in this Section 2.15.]

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

/s/

Name:

Title:

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Performance-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (Performance-Based) (“PSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you

vest in the PSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the PSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les performances)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les Unités d’action avec restrictions (rémunération fondée sur les performances) (« UARP » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UARP ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UARP.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat particulier. Par conséquent, il vous est conseillé de demander des conseils professionnels appropriés quant à la manière dont les lois de votre pays en la matière peuvent s’appliquer à votre situation particulière. Enfin, veuillez noter que si vous êtes citoyen ou résident d’un pays autre que celui dans lequel vous travaillez actuellement ou si votre emploi est transféré après l’octroi, les informations figurant dans l’Appendice peuvent ne pas appliquer.

Extra voorwaarden en voorzieningen bij

de Overeenkomst over voorwaardelijk toegekende aandelen (op basis van prestaties)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen (op basis van prestaties) ('PSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de PSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de PSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowy przyznania jednostek akcyjnych o ograniczonych prawach (w oparciu o wyniki)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują jednostki akcyjne o ograniczonych prawach („PSU” lub „Prawo”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania PSU, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży PSU nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy

pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice

Important Notice

No financial product advice is provided in this Appendix, this Agreement or the Plan (the Plan Documents) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan. The Plan documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.

If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive PSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, each PSU represents the right to receive one Ordinary Share subject to the relevant performance goals and performance measures being met, or otherwise waived, in accordance with the Plan and this Agreement.

The PSUs will be issued for nil consideration. You are not required to pay for a PSU or for the subsequent transfer of an Ordinary Share on vesting of that PSU, however your responsibility for any taxes is as set out in the terms of the Plan and this Agreement.

Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the contrary, the number of PSUs granted to you will only be decreased depending on your level of attainment of performance goals against your designated performance measures. If you fully meet your performance goals against the designated performance measures, all of your PSUs will vest. However, if you only partially meet your performance goals against the designated performance measures, only a partial number of your PSUs will vest. You will be entitled to one Share for each vested PSU.

For the avoidance of doubt, there will be no increase to the number of PSUs granted to you on the Grant Date.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the PSUs.

No PSUs or Ordinary Shares transferred to you under the Plan will be held on your behalf, by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate). Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted PSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the PSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a) the vesting conditions for your PSUs may not be satisfied for reasons beyond the Company’s or your control;

(b) you are not permitted to transfer your PSUs unless permitted under this Agreement or the Plan;

(c) you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares

(d) if your PSUs vest and you subsequently receive Ordinary Shares:

(i) the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation; and

(ii) there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ, TASE or any other applicable market at any time and this may increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your shares;

(e) there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding PSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future.

Finally, if at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue shares, the outstanding PSUs will be cancelled, and no shares will be issued to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the PSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the PSUs, you agree to comply with Brazilian law when the PSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the PSUs, the sale of the PSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include PSUs.

Canada

Notifications

Payout of PSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested PSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the PSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of PSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. PSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of PSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

• Section 1.3(f) in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreement are deviated from to the detriment of you.

• Section 1.3(g) litra 2 in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause. “

• Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the PSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income, the value of the PSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the PSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the PSUs have vested.

The market value of the provided PSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the PSUs, the loss can be deducted in capital gain from other listed PSUs.

Please note that it is mandatory for you to report information on PSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction. “

In addition to section 2.10(b), all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15(a)-(d) in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15 NON-COMPETITION AND NON-SOLICITATION

2.15.1. You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.2. In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.3. Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.4. During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.5. The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.6. The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.7. The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.8. As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.9. In the event of your breach of the clause, the Affiliate will be entitled to a penalty of [between three and six] months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.10. This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The PSUs are not intended to qualify as a French tax qualified performance restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or Ordinary Shares outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or

more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31).n a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shares will partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India. Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., PSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the

interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of PSUs. Notwithstanding anything to the contrary in this Agreement, if the PSUs granted hereunder are 102 Awards, the PSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held or supervised by the Trustee in accordance with the instructions set forth by the ITA. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your PSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion deposit your PSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any PSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the PSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your PSUs.

Italy

Terms and Conditions

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the PSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary Shares issued at vesting of the PSUs if the fair market value of such Ordinary Shares combined with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Modification. By accepting the PSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the PSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(i)Participation in the Plan does not constitute an acquired right;

(ii)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(iii)Participation in the Plan is voluntary; and

(iv)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the PSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida de Rendimiento (PSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las PSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(i)La participación en el Plan no constituye un derecho adquirido;

(ii)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(iii)La participación en el Plan es voluntaria; y

(iv)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las PSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni

de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National

Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.

If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten

kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”) for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

Terms and Conditions

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

No country specific provisions.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the PSUs, you agree that, immediately upon vesting of the PSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the PSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the PSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of PSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of PSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any PSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the PSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous

and discretionary, since the future value of the PSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the PSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the PSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any PSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the PSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(a)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(b)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.

Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The PSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved

or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the PSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of PSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securities Law Information. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the PSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a

benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

Notifications

* * * * *

34

Document

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Service-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Service-Based Vesting

1.1    Grant. As of the Grant Date, and subject to the terms and conditions of this Agreement and the Plan, the Company grants you Number of Awards Granted (“Restricted Stock Units” or “RSUs”). Each RSU shall entitle you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the applicable RSU Vesting Date, provided the vesting conditions described in Section 1.2 are satisfied.

1.2    Vesting. Except as provided in Section 1.3, the RSUs awarded in Section 1.1 shall vest as follows following the Grant Date (“RSU Vesting Date(s)”): Vesting Schedule (Dates & Quantities); provided, however, that you continue in the service of the Company from the Grant Date through the applicable RSU Vesting Date.

Except as provided in Section 1.3, if your Termination Date occurs prior to the RSU Vesting Date, any RSUs awarded under Section 1.1 that have not previously vested as of such Termination Date shall be permanently forfeited on your Termination Date.

1.3    Special Vesting Rules. Notwithstanding Section 1.2 above:

(a)    If your Termination Date occurs by reason of death, Disability or Retirement with the Company’s consent, any RSUs awarded under Section 1.1 that have not vested prior to such Termination Date shall become fully vested.

(b)    If your Termination Date occurs by reason of an Involuntary Termination for Economic Reasons, any RSUs awarded under Section 1.1 that would otherwise be scheduled to vest under Section 1.2 in the 24-month period following such Termination Date shall continue to vest during such 24-month period according to the vesting schedule in effect prior to such Termination Date; provided, however, that if your Termination Date occurs for a reason that is both described in this subsection (b) and in subsection (c) below, the special vesting rules described in subsection (c) shall apply in lieu of the vesting rules described in this subsection (b). Any RSUs that are not scheduled to vest during such 24-month period will be permanently forfeited on the Termination Date.

(c)    If your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all RSUs awarded under Section 1.1 that have not vested or been forfeited prior to such Termination Date shall become fully vested.

(d)    As used in this Section 1.3, the following terms shall have the meanings set forth below:

(1)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(2)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Settlement of RSUs. As soon as practicable after the RSU Vesting Date, the Company shall transfer to you one Ordinary Share for each RSUs becoming vested on such date (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company may withhold shares otherwise transferable to you to the extent necessary to satisfy withholding taxes due by reason of the vesting of the RSUs, in accordance with Section 2.6. You shall have no rights as a stockholder with respect to the RSUs awarded hereunder prior to the date of issuance to you of a certificate or certificates for such shares. Notwithstanding the foregoing, the Committee, in its sole discretion, may elect to settle RSUs in cash based on the fair market value of the Ordinary Shares on the RSU Vesting Date.

1.5    Dividend Equivalents. The RSUs awarded under Section 1.1 shall be eligible to receive dividend equivalents in accordance with the following:

(a)    An “Account” will be established in your name. Such Account shall be for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account.

(b)    On each date that a cash dividend is paid with respect to Ordinary Shares, the Company shall credit your Account with the dollar amount of dividends you would have received if each RSU held by you on the record date for such dividend payment had been an Ordinary Share. No interest or other earnings shall accrue on such Account.

(c)    As of each RSU Vesting Date, you shall receive a payment equal to the amount of dividends that would have been paid on the RSUs vesting on such date had they been Ordinary Shares during the period beginning on the Grant Date and ending on the RSU Vesting Date, and the Account shall be debited appropriately. If you forfeit RSUs, any amounts in the Account attributable to such RSUs shall also be forfeited.

(d)    If dividends are paid in the form of Ordinary Shares rather than cash, then you will be credited with one additional RSU for each Ordinary Share that would have been received as a dividend had your outstanding RSUs been Ordinary Shares. Such additional RSUs shall vest or be forfeited at the same time as the RSU to which they relate.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the RSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.) Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the RSU Grant Date and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you (or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the RSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding

amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested RSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Code Section 409A (Only Applicable to Individuals Subject to U.S. Federal Tax Laws)

(a)    RSUs other than RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons and dividend equivalents payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, RSUs (other than RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons) will be settled and dividend equivalents will be paid no later than the 15th day of the third month following the later of (i) the end of your taxable year in which the RSU Vesting Date occurs, or (ii) the end of the fiscal year of the Company in which the RSU Vesting Date occurs.

(b)    RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons are subject to the provisions of this subsection (b). Any distribution in settlement of such RSUs will occur provided your Involuntary Termination for Economic Reasons constitutes a “separation from service” as defined in Treasury Regulation §1.409A-1(h). If the Company determines that you are a “specified employee” as defined in Code Section 409A (i.e., an officer with annual compensation above $130,000 (as adjusted for inflation), a five-percent owner of the Company or a one-percent owner with annual compensation in excess of $150,000), distribution in settlement of any such RSUs that would be payable within six months of your separation from service shall be delayed to the first business day following the six-month anniversary of your separation from service. Any distribution in settlement of such RSUs that would be made more than six months after your separation from service (without application of the six-month delay) shall not be subject to the six-month delay described in this subsection.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other

form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all RSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan;

(2)    the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the RSUs and the Ordinary Shares subject to the RSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(7)    the RSUs and the Ordinary Shares subject to the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

2.15    [Noncompetition and] Nonsolicitation.

(a)    [Noncompetition. During your employment with the Company and its Affiliates and for a twelve (12) month period following your Termination Date (the “Restricted

Period”), you shall not (i) directly or indirectly, without the prior written consent of the Company, engage in or invest [a material or controlling interest in] as an owner, partner, stockholder, licensor, director, officer, agent or consultant for any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the [country or countries in which you regularly work or provide services] [world]; or (ii) accept employment or an engagement for the provision of services in any capacity, including as an employee, director, consultant or advisor, directly or indirectly, with any Person that conducts a business that is in competition with a business conducted by the Company or any of its Affiliates anywhere in the [country or countries in which you regularly work or provide services] [world] except where prohibited by local law. For purposes hereof, conducting a business that is in competition with a business conducted by the Company or any of its Affiliates shall include the sale, manufacture, distribution or research and development of any product or service that is similar to a product or service sold, distributed, marketed or being researched or developed (including through a joint venture or investment in another entity) by the Company or any of its Affiliates, including store brand and value brand OTC drug or nutritional products, extended topical generic prescription pharmaceutical products, infant nutrition products, oral care products, and any other product or products that the Company or an Affiliate is marketing or actively planning to market during your employment with the Company and during the oneyear period following your Termination Date. If there is a completed sale, transfer or other disposition of the Perrigo Prescription Pharmaceutical business during the Restricted Period, this Section 2.15(a) will not apply to the Perrigo Prescription Pharmaceutical business. Notwithstanding the foregoing, nothing in this provision shall prevent you from passively owning two percent (2%) or less of the outstanding securities of any class of any company listed on a national securities exchange or quoted on an automated quotation system. You may make a written request in writing to the CHRO of the Company for an exception to this Section 2.15(a) and such exception will not be unreasonably withheld[, particularly where you are seeking employment with a business that does not compete with the segment of the Company where you worked or provided services during the last two years of your employment with the Company].]

(b)    Nonsolicitation of Service Providers. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, without the prior written consent of the Company, (i) actively solicit, recruit or hire any Person who is at such time, or who at any time during the 12month period prior to such solicitation or hiring had been, an employee or consultant of the Company or any of its Affiliates, (ii) solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates or (iii) interfere with the relationship of the Company or any of its Affiliates with any Person or entity who or that is employed by or otherwise engaged to perform services for the Company or any of its Affiliates except where prohibited by local law.

(c)    Nonsolicitation of Clients. During your employment with the Company and its Affiliates and for the duration of the Restricted Period, you shall not, directly or indirectly, alone or in association with any other Person, without the prior written consent of the Company, (i) induce or attempt to induce any client, customer (whether former or current), supplier, licensee, franchisee, joint venture partner or other business relation of the Company or any of its Affiliates (collectively, “Clients”) to cease doing business with the Company or any such Affiliate, (ii) divert all or any portion of a Client’s business with the Company to any competitor of the Company or any such Affiliate, or (iii) in any way interfere with the relationship between any Client, on the one hand, and the Company or any such Affiliate, on the other hand except where prohibited by local law.

(d)    Remedies and Injunctive Relief. You acknowledge that a violation by you of any of the covenants contained in this Section 2.15 would cause irreparable damage to the Company and its Affiliates in an amount that would be material but not readily ascertainable, and

that any remedy at law (including the payment of damages) would be inadequate. Accordingly, you agree that, notwithstanding any provision of this Agreement to the contrary, in addition to any other damages it is able to show, the Company and its Affiliates shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in this Section 2.15 in addition to any other legal or equitable remedies it may have. In addition, in the event of your Willful Restrictive Covenant Breach (as defined in this Section 2.15), (i) all of your rights under this Agreement, whether or not vested, shall terminate immediately, and (ii) any Shares, cash or other property paid or delivered to you pursuant to this Agreement shall be forfeited and you shall be required to repay such Shares, cash or other property to the Company, no later than thirty (30) calendar days after the Company makes demand to you for repayment. For purposes of this Agreement, “Willful Restrictive Covenant Breach” means your material breach of any of the covenants set forth in this Section 2.15 which you knew, or with due inquiry, should have known, would constitute such a material breach. The preceding sentences of this Section 2.15 shall not be construed as a waiver of the rights that the Company and its Affiliates may have for damages under this Agreement or otherwise, and all such rights shall be unrestricted. The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period during which you are in violation of the provisions of Section 2.15(a), (b) or (c), as applicable. In the event that a court of competent jurisdiction determines that any provision of this Section 2.15 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this Section 2.15 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

(e)    Acknowledgments.

(1)    You acknowledge that the Company and its Affiliates have expended and will continue to expend substantial amounts of time, money and effort to develop business strategies, employee, customer and other relationships and goodwill to build an effective organization. You acknowledge that the Company and its Affiliates have a legitimate business interest in and right to protect its goodwill and employee, customer and other relationships, and that the Company and its Affiliates could be seriously damaged by the loss or deterioration of its employee, customer and other relationships. You further acknowledge that the Company and its Affiliates are entitled to protect and preserve the going concern value of the Company and its Affiliates to the extent permitted by law.

(2)    In light of the foregoing acknowledgments, you agree that the covenants contained in this Agreement are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its Affiliates. You further acknowledge that, although your compliance with the covenants contained in this Agreement may prevent you from earning a livelihood in a business similar to the business of the Company and its Affiliates, your experience and capabilities are such that you have other opportunities to earn a livelihood and adequate means of support for you and your dependents.

(3)    In light of the acknowledgements contained in this Section 2.15, you agree not to challenge or contest the reasonableness, validity or enforceability of any limitations on, and obligations of, you contained in this Section 2.15. ]

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

/s/

Name:

Title:

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Service-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (“RSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the RSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the RSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les services)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les unités d’action avec restrictions (« UAR » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UAR ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UAR.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat particulier. Par conséquent, il vous est conseillé de demander des conseils professionnels appropriés quant à la manière dont les lois de votre pays en la matière peuvent s’appliquer à votre situation particulière. Enfin, veuillez noter que si vous êtes citoyen ou résident d’un pays autre que celui dans lequel vous travaillez actuellement ou si votre emploi est transféré après l’octroi, les informations figurant dans l’Appendice peuvent ne pas appliquer.

Extra voorwaarden en voorzieningen bij

De Overeenkomst over voorwaardelijk toegekende aandelen (op basis van diensten)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen ('RSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de RSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de RSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowa przydziału Akcji warunkowych (w oparciu o stosunek pracy)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują akcje warunkowe („RSU”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania opcji na akcje, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży Akcji Zwykłych nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice<br><br>No financial product advice is provided in this Appendix, this Agreement or the Plan (the “Plan Documents”) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan.The Plan Documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.<br><br>If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive RSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, an RSU represents the right to receive one Ordinary Share subject to all the relevant vesting conditions being met, or otherwise waived, in accordance with the Plan.

The RSUs will be issued for nil consideration. You are not required to pay for an RSU or for the subsequent issue or transfer of an Ordinary Share on vesting of that RSU, however your responsibility for any taxes will be as set out in the terms of the Plan and this Agreement.

Clause 1.5(d) of this Agreement provides that you will be credited one additional RSU for each Ordinary Share that you would have received had your outstanding RSUs been Ordinary Shares. Notwithstanding that clause, for the purposes of complying with any applicable laws (including the conditions of any applicable regulatory relief), the Company’s board of directors may determine, in its sole discretion, to pay any dividend equivalents to which you are entitled under clause 1.5 of this Agreement wholly in cash.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the RSUs.

No RSUs or resulting Ordinary Shares provided to you under the Plan will be held by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate) Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted RSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the RSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a)the vesting conditions for your RSUs may not be satisfied for reasons beyond the Company or your control;

(b)you are not permitted to transfer your RSUs unless permitted under this Agreement or the Plan;

(c)if your RSUs vest and you subsequently receive Shares:

(i)the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets,

employment, inflation, interest rates, government policy, taxation and regulation; and

(ii)there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ, TASE or any other applicable market at any time and this may increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your Shares.

(iii)except as otherwise provided in this Agreement, you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares;

(d)there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding RSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future. There may be other risks of participating in the Plan or holding shares that are specific to your circumstances.

If you acquire Ordinary Shares following exercise of your RSU and you offer those shares for sale to a person or entity resident in Australia, then the offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on your disclosure obligations prior to making any such offer.

If at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue or transfer the Ordinary Shares, the outstanding RSUs will be cancelled and no Shares will be issued or transferred to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information.

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the RSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the RSUs, you agree to comply with Brazilian law when the RSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the RSUs, the sale of the RSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include RSUs.

Canada

Notifications

Payout of RSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested RSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the RSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of RSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. RSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of RSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Danish Stock Options Act. You acknowledge that you have received an Employer Statement translated in Danish, which will be provided to comply with the Danish Stock Options Act, to the extent it applies to RSUs.

Tax Reporting Information. You may have to report your foreign broker accounts and shares held in a foreign bank or broker to the Danish tax administration. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

Section 1.3, subsection d, litra 1 in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreements are deviated from to the detriment of you.

Section 1.3, subsection d, litra 2 (i and ii) in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause.”

Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the RSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income, the value of the RSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the RSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the RSUs have vested.

The market value of the provided RSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale, you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the RSUs, the loss can be deducted in capital gain from other listed RSUs.

Please note that it is mandatory for you to report information on RSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction.

In addition to section 2.10, subsection b, all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15, subsection a – d in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15NON-COMPETITION AND NON-SOLICITATION

2.15.4.You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.5.In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.6.Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.7.During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.8.The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.9.The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.10.The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.11.As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.12.In the event of your breach of the clause, the Affiliate will be entitled to a penalty of between three and six months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.13.This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The RSUs are not intended to qualify as a French tax qualified restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or shares of Common Stock outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31) on a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any dividends and proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shares will partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India. Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., RSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of RSUs. Notwithstanding anything to the contrary in this Agreement, if the RSUs granted hereunder are 102 Awards, the RSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held by the Trustee. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your RSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion, deposit your RSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any RSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the RSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your RSUs.

Italy

Terms and Conditions

Plan Document Acknowledgment. In accepting the RSUs, you acknowledge that you have received a copy of the Plan and the Agreement and have reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Agreement, including this Appendix.

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the RSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary Shares issued at vesting of the RSUs if the fair market value of such Ordinary Shares combined

with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information.

Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Terms and Conditions

Modification. By accepting the RSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the RSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(i)Participation in the Plan does not constitute an acquired right;

(ii)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(iii)Participation in the Plan is voluntary; and

(iv)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the RSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida (RSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las RSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(i)La participación en el Plan no constituye un derecho adquirido;

(ii)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(iii)La participación en el Plan es voluntaria; y

(iv)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las RSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca

następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”) for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal

legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the RSUs, you agree that, immediately upon vesting of the RSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the RSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of RSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of RSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that

there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous and discretionary, since the future value of the RSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the RSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the RSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the RSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(a)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(b)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The RSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any

other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the RSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of RSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securitities Law Informations. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the RSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you

will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

* * * * *

35

Document

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Performance-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of performance-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Performance-Based Vesting

1.1    Grant. As of the Grant Date, and subject to the terms and conditions of this Agreement and the Plan, the Company grants to you Number of Awards Granted performance-based restricted stock units (“PSUs”). The number of PSUs awarded in this Section 1.1 is referred to as the “Target Award.” The Target Award may be increased or decreased depending on the level of attainment of Performance Goals for designated Performance Measures as described in Section 1.2. Each PSU shall entitle you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the PSU Vesting Date set forth in Section 1.2, provided the applicable Performance Goals for each Performance Measure are satisfied.

1.2    Vesting. The number of PSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PSU Vesting Date. That number will be determined based on the average level of attainment of annual Performance Measure(s) for each fiscal year in the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Measures and applicable Performance Goals are established by the Committee.

The Committee shall establish annually one or more Performance Measures and the Performance Goals with respect to each Performance Measure that must be attained for Threshold, Target and Maximum performance for a fiscal year. The Performance Measure and Performance Goals for each fiscal year will be provided to you.

Following the end of each fiscal year in the Performance Period, the Committee will determine the percentage of Target Award PSUs that would be payable for such fiscal year, based on the attainment of the Performance Goals for each Performance Measure(s) established by the Committee for that fiscal year. The percentage of the Target Award that would be payable under the schedule shall be adjusted, pro rata, to reflect the attained performance between Threshold and Target, and Target and Maximum.

At the end of the Performance Period, the percentage payout for each fiscal year in the Performance Period will be averaged to determine the actual percentage of Target Award PSUs that will vest and be payable on the PSU Vesting Date. In no event will the calculation of a positive payout percentage for any fiscal year be construed to guarantee that any PSUs will vest on the PSU Vesting Date. Payout percentages for the individual fiscal years are determined

solely for purposes of determining the average annual payout percentage for the three-year Performance Period.

Except as provided in Section 1.4, the PSUs will be permanently forfeited if your Termination Date occurs prior to the PSU Vesting Date. If the average annual performance payout for the Performance Period is less than the Threshold performance level established by the Committee, all PSUs that have not previously been forfeited shall be forfeited as of the PSU Vesting Date. If the average annual performance payout for the Performance Period exceeds the Maximum performance level established by the Committee, in no event will the number of PSUs vesting exceed 200% of the Target Award.

1.3    Definitions. The following terms shall have the following meanings under this Section 1.

(a)    “Performance Goal” means the level of performance that must be attained with respect to a Performance Measure for a fiscal year for Minimum, Target and Maximum payout.

(b)    “Performance Measure” for any fiscal year means one or more financial measures, as determined by the Committee. The Committee shall provide how the Performance Measure will be adjusted, if at all, as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction.

(c)    “Performance Period” means a period of three consecutive fiscal years of the Company, beginning with the first day of the fiscal year of the Company in which the Grant Date occurs and ending on the last day of the third fiscal year in the 3-year period.

(d)    “PSU Vesting Date” means the last day of the Performance Period.

(e)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(f)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return

from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Special Vesting Rules. Notwithstanding Section 1.2 above, if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all of the PSUs awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of your Termination Date. If your Termination Date occurs because of death, Disability, or Retirement, the PSUs shall vest or be forfeited as of the PSU Vesting Date set forth in Section 1.2, based on the attainment of the performance goals. Notwithstanding the definition of “Retirement” in Section 2 of the Plan, “Retirement” means your Termination Date which occurs after attaining age 62. If your Termination Date occurs in the 24-month period preceding the PSU Vesting Date because of an Involuntary Termination for Economic Reasons, all of the PSUs awarded hereunder shall vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in the first sentence of this Section 1.4, the special vesting rules described in the first sentence of this Section 1.4 shall apply in lieu of the vesting rules described in this sentence.

1.5    Settlement of PSUs. As soon as practicable following the date of the Committee’s first regularly scheduled meeting following the last day of the Performance Period at which the Committee certifies the average payout for each of the three years in the Performance Period (or, if earlier, the date on which the PSUs become vested pursuant to the special vesting rules described in Section 1.4), the Company shall transfer to you one Ordinary Share for each PSU, if any, that becomes vested pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company in its discretion may settle PSUs in cash, based on the fair market value of the shares on the vesting date. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PSUs are not eligible for dividend equivalents.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the PSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY

SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgment. The Company and you agree that the PSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the PSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.). Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the PSU Grant Date and the date of any relevant taxable event, as

applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you (or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)     Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the PSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested PSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Short Term Deferral (Only Applicable to Individuals Subject to U.S. Federal Tax Laws). PSUs payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, PSUs will be settled no later than the 15th day of the third month following the later of (i) the end of the Employee’s taxable year in which the vesting date occurs, or (ii) the end of the fiscal year of the Company in which the vesting date occurs.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other PSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all PSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative.

You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of PSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment relating to any PSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding PSUs that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan.

(2)    the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of the PSUs, even if PSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future PSU grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the PSUs and the Ordinary Shares subject to the PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation;

(7)    the PSUs and the Ordinary Shares subject to the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the PSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the PSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

/s/ Orlando Ashford

Orlando Ashford

Chairman of the Board

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Performance-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (Performance-Based) (“PSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the PSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the PSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les performances)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les Unités d’action avec restrictions (rémunération fondée sur les performances) (« UARP » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UARP ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UARP.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat

Extra voorwaarden en voorzieningen bij

de Overeenkomst over voorwaardelijk toegekende aandelen (op basis van prestaties)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen (op basis van prestaties) ('PSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de PSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de PSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowy przyznania jednostek akcyjnych o ograniczonych prawach (w oparciu o wyniki)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują jednostki akcyjne o ograniczonych prawach („PSU” lub „Prawo”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania PSU, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży PSU nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice

Important Notice

No financial product advice is provided in this Appendix, this Agreement or the Plan (the Plan Documents) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan. The Plan documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.

If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive PSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, each PSU represents the right to receive one Ordinary Share subject to the relevant performance goals and performance measures being met, or otherwise waived, in accordance with the Plan and this Agreement.

The PSUs will be issued for nil consideration. You are not required to pay for a PSU or for the subsequent transfer of an Ordinary Share on vesting of that PSU, however your responsibility for any taxes is as set out in the terms of the Plan and this Agreement.

Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the contrary, the number of PSUs granted to you will only be decreased depending on your level of attainment of performance goals against your designated performance measures. If you fully meet your performance goals against the designated performance measures, all of your PSUs will vest. However, if you only partially meet your performance goals against the designated performance measures, only a partial number of your PSUs will vest. You will be entitled to one Share for each vested PSU.

For the avoidance of doubt, there will be no increase to the number of PSUs granted to you on the Grant Date.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the PSUs.

No PSUs or Ordinary Shares transferred to you under the Plan will be held on your behalf, by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate). Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted PSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the PSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a) the vesting conditions for your PSUs may not be satisfied for reasons beyond the Company’s or your control;

(b) you are not permitted to transfer your PSUs unless permitted under this Agreement or the Plan;

(c) you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares

(d) if your PSUs vest and you subsequently receive Ordinary Shares:

(i) the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation; and

(ii) there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ, TASE or any other applicable market at any time and this may

increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your shares;

(e) there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding PSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future.

Finally, if at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue shares, the outstanding PSUs will be cancelled, and no shares will be issued to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the PSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the PSUs, you agree to comply with Brazilian law when the PSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the PSUs, the sale of the PSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to

prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include PSUs.

Canada

Notifications

Payout of PSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested PSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the PSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of PSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. PSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of PSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

• Section 1.3(f) in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreement are deviated from to the detriment of you.

• Section 1.3(g) litra 2 in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause. “

• Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the PSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income, the value of the PSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the PSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the PSUs have vested.

The market value of the provided PSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the PSUs, the loss can be deducted in capital gain from other listed PSUs.

Please note that it is mandatory for you to report information on PSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction. “

In addition to section 2.10(b), all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15(a)-(d) in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15 NON-COMPETITION AND NON-SOLICITATION

2.15.1. You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.2. In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.3. Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.4. During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.5. The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.6. The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.7. The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.8. As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a

material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.9. In the event of your breach of the clause, the Affiliate will be entitled to a penalty of [between three and six] months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.10. This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The PSUs are not intended to qualify as a French tax qualified performance restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or Ordinary Shares outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de

déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31).n a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shares will partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India.

Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., PSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of PSUs. Notwithstanding anything to the contrary in this Agreement, if the PSUs granted hereunder are 102 Awards, the PSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held or supervised by the Trustee in accordance with the instructions set forth by the ITA. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your PSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion deposit your PSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any PSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the PSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your PSUs.

Italy

Terms and Conditions

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the PSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary Shares issued at vesting of the PSUs if the fair market value of such Ordinary Shares combined with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Modification. By accepting the PSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the PSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(i)Participation in the Plan does not constitute an acquired right;

(ii)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(iii)Participation in the Plan is voluntary; and

(iv)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the PSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida de Rendimiento (PSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las PSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(i)La participación en el Plan no constituye un derecho adquirido;

(ii)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(iii)La participación en el Plan es voluntaria; y

(iv)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las PSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.

If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”)

for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

Terms and Conditions

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

No country specific provisions.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the PSUs, you agree that, immediately upon vesting of the PSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the PSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the PSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of PSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of PSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any PSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the PSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous and discretionary, since the future value of the PSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the PSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the PSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any PSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the PSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an

annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(a)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(b)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.

Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under

Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The PSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the PSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of PSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securities Law Information. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the PSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

Notifications

* * * * *

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(PERFORMANCE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Performance-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of performance-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Performance-Based Vesting

1.1    Grant. As of the Grant Date, the Company grants to you Number of Awards Granted performance-based restricted stock units (“PSUs”), subject to the terms and conditions set forth in this Agreement. The number of PSUs awarded in this Section 1.1 is referred to as the “Target Award.” The Target Award may be increased or decreased depending on the level of attainment of the Performance Goals described in Section 1.2. Each PSU entitles you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the PSU Vesting Date set forth in Section 1.2, provided the applicable Performance Goals for the Performance Measure are satisfied.

1.2    Vesting. The number of PSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PSU Vesting Date. That number will be determined based on the level of attainment of the Performance Goals for the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Goals for the Performance Measure are established by the Committee.

At the beginning of a Performance Period, the Committee shall establish one or more Performance Goals for the Performance Measure that must be attained for Threshold, Target and Maximum performance for that Performance Period. The Performance Goal(s) will be provided to you.

Following the end of the Performance Period, the Committee will determine the percentage of Target Award PSUs that would be payable for the Performance Period based on the attainment of the Performance Goals established for that Performance Period. The percentage of the Target Award that would be payable under the schedule shall be adjusted, pro rata, to reflect the attained performance between Threshold and Target, and Target and Maximum.

Except as provided in Section 1.4, the PSUs will be permanently forfeited if your Termination Date occurs prior to the PSU Vesting Date.

1.3    Definitions. The following terms shall have the following meanings under this Section 1.

(a)    “Applicable Index” for the Performance Period means the applicable index or the comparison group of peer companies selected by the Committee.

(b)    “Performance Goal” means the level of performance that must be attained with respect to the Performance Measure for the Performance Period for Minimum, Target and Maximum payout.

(c)    “Performance Measure” means relative total shareholder return (“rTSR”) which shall be based on (i) the 20-day trading price average of Ordinary Shares (as adjusted for dividends) at the end of the Performance Period (“Ending Average”) over the 20-day trading price average of Ordinary Shares (as adjusted for dividends) at the beginning of the Performance Period (“Beginning Average”), and (ii) the extent to which the Ending Average of the Applicable Index exceeds the Beginning Average of the Applicable Index.

The Committee shall provide how the Performance Measure will be adjusted, if at all, as a result of extraordinary events or circumstances, as determined by the Committee, or to exclude the effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations, or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring, reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination, liquidation, dissolution, sale of assets, or other similar corporation transaction.

(d)    “Performance Period” means the three-consecutive fiscal year period of the Company beginning on January 1 of the year in which the Grant Date occurs and ending on December 31 of the third year in the three-year period.

(e)    “PSU Vesting Date” means the last day of the Performance Period.

(f)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(g)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Special Vesting Rules. Notwithstanding Section 1.2 above, if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended

hereafter) and prior to the two (2) year anniversary of the Change in Control, all of the PSUs awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of your Termination Date. If your Termination Date occurs because of death, Disability, or Retirement, the PSUs shall vest or be forfeited as of the PSU Vesting Date set forth in Section 1.2, based on the attainment of the performance goals. Notwithstanding the definition of “Retirement” in Section 2 of the Plan, “Retirement” means your Termination Date which occurs after attaining age 62. If your Termination Date occurs in the 24-month period preceding the PSU Vesting Date because of an Involuntary Termination for Economic Reasons, all of the PSUs awarded hereunder shall vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in the first sentence of this Section 1.4, the special vesting rules described in the first sentence of this Section 1.4 shall apply in lieu of the vesting rules described in this sentence.

1.5    Settlement of PSUs. As soon as practicable following the date of the Committee’s first regularly scheduled meeting following the last day of the Performance Period at which the Committee certifies the attainment of the Performance Goals for the Performance Period (or, if earlier, the date on which the PSUs become vested pursuant to the special vesting rules described in Section 1.4), the Company shall transfer to you one Ordinary Share for each PSU, if any, that becomes vested pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company in its discretion may settle PSUs in cash, based on the fair market value of the shares on the vesting date. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PSUs are not eligible for dividend equivalents.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the PSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by

the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgement. The Company and you agree that the PSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the PSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.) Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the PSU Grant Date and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you (or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the PSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested PSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Short Term Deferral (Only Applicable to Individuals Subject to U.S. Federal Tax Laws). PSUs payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, PSUs will be settled no later than the 15th day of the third month following the later of (i) the end of the Employee’s taxable year in which the vesting date occurs, or (ii) the end of the fiscal year of the Company in which the vesting date occurs.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you

(a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other PSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all PSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of PSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment relating to any PSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding PSUs that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan;

(2)    the grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future PSUs grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the PSUs and the Ordinary Shares subject to the PSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the PSUs and the Ordinary Shares subject to the PSUs are not intended to replace any pension rights or compensation;

(7)    the PSUs and the Ordinary Shares subject to the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation,

termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the PSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the PSUs or of any amounts due to you pursuant to the settlement of the PSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the PSUs grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the PSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

/s/ Orlando Ashford

Orlando Ashford

Chairman of the Board

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Performance-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (Performance-Based) (“PSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the PSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the PSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les performances)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les Unités d’action avec restrictions (rémunération fondée sur les performances) (« UARP » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UARP ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UARP.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat particulier. Par conséquent, il vous est conseillé de demander des conseils professionnels appropriés quant à la manière dont les lois de votre pays en la matière peuvent s’appliquer à votre situation particulière. Enfin, veuillez noter que si vous êtes citoyen ou résident d’un pays autre que celui dans lequel vous travaillez actuellement ou si votre emploi est transféré après l’octroi, les informations figurant dans l’Appendice peuvent ne pas appliquer.

Extra voorwaarden en voorzieningen bij

de Overeenkomst over voorwaardelijk toegekende aandelen (op basis van prestaties)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen (op basis van prestaties) ('PSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de PSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de PSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowy przyznania jednostek akcyjnych o ograniczonych prawach (w oparciu o wyniki)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują jednostki akcyjne o ograniczonych prawach („PSU” lub „Prawo”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania PSU, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży PSU nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice

Important Notice

No financial product advice is provided in this Appendix, this Agreement or the Plan (the Plan Documents) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan. The Plan documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.

If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive PSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, each PSU represents the right to receive one Ordinary Share subject to the relevant performance goals and performance measures being met, or otherwise waived, in accordance with the Plan and this Agreement.

The PSUs will be issued for nil consideration. You are not required to pay for a PSU or for the subsequent transfer of an Ordinary Share on vesting of that PSU, however your responsibility for any taxes is as set out in the terms of the Plan and this Agreement.

Notwithstanding any discretion contained in the Plan, or any provision in this Agreement to the contrary, the number of PSUs granted to you will only be decreased depending on your level of attainment of performance goals against your designated performance measures. If you fully meet your performance goals against the designated performance measures, all of your PSUs will vest. However, if you only partially meet your performance goals against the designated performance measures, only a partial number of your PSUs will vest. You will be entitled to one Share for each vested PSU.

For the avoidance of doubt, there will be no increase to the number of PSUs granted to you on the Grant Date.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the PSUs.

No PSUs or Ordinary Shares transferred to you under the Plan will be held on your behalf, by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate). Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted PSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the PSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a) the vesting conditions for your PSUs may not be satisfied for reasons beyond the Company’s or your control;

(b) you are not permitted to transfer your PSUs unless permitted under this Agreement or the Plan;

(c) you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares

(d) if your PSUs vest and you subsequently receive Ordinary Shares:

(i) the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation; and

(ii) there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ, TASE or any other applicable market at any time and this may increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your shares;

(e) there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding PSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future.

Finally, if at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue shares, the outstanding PSUs will be cancelled, and no shares will be issued to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the PSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the PSUs, you agree to comply with Brazilian law when the PSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the PSUs, the sale of the PSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include PSUs.

Canada

Notifications

Payout of PSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested PSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the PSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of PSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. PSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of PSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

• Section 1.3(f) in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreement are deviated from to the detriment of you.

• Section 1.3(g) litra 2 in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause. “

• Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the PSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income, the value of the PSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the PSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the PSUs have vested.

The market value of the provided PSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the PSUs, the loss can be deducted in capital gain from other listed PSUs.

Please note that it is mandatory for you to report information on PSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction. “

In addition to section 2.10(b), all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15(a)-(d) in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15 NON-COMPETITION AND NON-SOLICITATION

2.15.1. You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.2. In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.3. Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.4. During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.5. The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.6. The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.7. The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.8. As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the

clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.9. In the event of your breach of the clause, the Affiliate will be entitled to a penalty of [between three and six] months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.10. This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The PSUs are not intended to qualify as a French tax qualified performance restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or Ordinary Shares outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31).n a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as

prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shares will partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India. Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., PSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of PSUs. Notwithstanding anything to the contrary in this Agreement, if the PSUs granted hereunder are 102 Awards, the PSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held or supervised by the Trustee in accordance with the instructions set forth by the ITA. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full

payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your PSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion deposit your PSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any PSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the PSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your PSUs.

Italy

Terms and Conditions

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the PSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary Shares issued at vesting of the PSUs if the fair market value of such Ordinary Shares combined with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Modification. By accepting the PSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the PSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(v)Participation in the Plan does not constitute an acquired right;

(vi)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(vii)Participation in the Plan is voluntary; and

(viii)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the PSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida de Rendimiento (PSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del

acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las PSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(ix)La participación en el Plan no constituye un derecho adquirido;

(x)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(xi)La participación en el Plan es voluntaria; y

(xii)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las PSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are

uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.

If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e

concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”) for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

Terms and Conditions

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

No country specific provisions.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the PSUs, you agree that, immediately upon vesting of the PSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount

withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the PSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the PSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of PSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of PSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any PSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the PSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous and discretionary, since the future value of the PSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the PSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the PSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any PSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the PSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for

statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(c)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(d)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.

Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The PSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the PSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of PSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securities Law Information. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the PSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

Notifications

* * * * *

PERRIGO COMPANY PLC

RESTRICTED STOCK UNIT AWARD AGREEMENT

(SERVICE-BASED)

(Under the Perrigo Company plc 2019 Long-Term Incentive Plan)

TO:        Participant Name

RE:        Notice of Restricted Stock Unit Award (Service-Based)

This is to notify you that Perrigo Company plc (the “Company”) has granted you an Award under the Perrigo Company plc 2019 Long-Term Incentive Plan (the “Plan”), effective as of Grant Date (the “Grant Date”). This Award consists of service-based restricted stock units. The terms and conditions of this incentive are set forth in the remainder of this agreement (including any special terms and conditions set forth in any appendix for your country (“Appendix”) (collectively, the “Agreement”). The capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms under the Plan.

SECTION 1

Restricted Stock Units – Service-Based Vesting

1.1    Grant. As of the Grant Date, and subject to the terms and conditions of this Agreement and the Plan, the Company grants you Number of Awards Granted (“Restricted Stock Units” or “RSUs”). Each RSU shall entitle you to one ordinary share of the Company, nominal value €0.001 per share (“Ordinary Share”) on the applicable RSU Vesting Date, provided the vesting conditions described in Section 1.2 are satisfied.

1.2    Vesting. Except as provided in Section 1.3, the RSUs awarded in Section 1.1 shall vest as follows following the Grant Date (“RSU Vesting Date(s)”): Vesting Schedule (Dates & Quantities); provided, however, that you continue in the service of the Company from the Grant Date through the applicable RSU Vesting Date.

Except as provided in Section 1.3, if your Termination Date occurs prior to the RSU Vesting Date, any RSUs awarded under Section 1.1 that have not previously vested as of such Termination Date shall be permanently forfeited on your Termination Date.

1.3    Special Vesting Rules. Notwithstanding Section 1.2 above:

(a)    If your Termination Date occurs by reason of death, Disability or Retirement with the Company’s consent, any RSUs awarded under Section 1.1 that have not vested prior to such Termination Date shall become fully vested. Notwithstanding the definition of “Retirement” in Section 2 of the Plan, “Retirement” means your Termination Date which occurs after attaining age 62.

(b)    If your Termination Date occurs by reason of an Involuntary Termination for Economic Reasons, any RSUs awarded under Section 1.1 that would otherwise be scheduled to vest under Section 1.2 in the 24-month period following such Termination Date shall continue to vest during such 24-month period according to the vesting schedule in effect prior to such Termination Date; provided, however, that if your Termination Date occurs for a reason that is both described in this subsection (b) and in subsection (c) below, the special vesting rules described in subsection (c) shall apply in lieu of the vesting rules described in this subsection (b). Any RSUs that are not scheduled to vest during such 24-month period will be permanently forfeited on the Termination Date.

(c)    If your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all RSUs awarded under Section 1.1 that have not vested or been forfeited prior to such Termination Date shall become fully vested.

(d)    As used in this Section 1.3, the following terms shall have the meanings set forth below:

(1)    “Separation for Good Reason” means your voluntary resignation from the Company and the existence of one or more of the following conditions that arose without your consent: (i) a material change in the geographic location at which you are required to perform services, such that your commute between home and your primary job site increases by more than 30 miles, or (ii) a material diminution in your authority, duties or responsibilities or a material diminution in your base compensation or incentive compensation opportunities; provided, however, that a voluntary resignation from the Company shall not be considered a Separation for Good Reason unless you provide the Company with notice, in writing, of your voluntary resignation and the existence of the condition(s) giving rise to the separation within 90 days of its initial existence. The Company will then have 30 days to remedy the condition, in which case you will not be deemed to have incurred a Separation for Good Reason. In the event the Company fails to cure the condition within the 30 day period, your Termination Date shall occur on the 31st day following the Company’s receipt of such written notice.

(2)    “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without Cause, including, but not limited to, (i) a termination effective when you exhaust a leave of absence during, or at the end of, a notice period under the Worker Adjustment and Retraining Notification Act (“WARN”), and (ii) a situation where you are on an approved leave of absence during which your position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), you return from such leave, and you cannot be placed in employment or other form of contractual relationship with the Company.

1.4    Settlement of RSUs. As soon as practicable after the RSU Vesting Date, the Company shall transfer to you one Ordinary Share for each RSUs becoming vested on such date (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company may withhold shares otherwise transferable to you to the extent necessary to satisfy withholding taxes due by reason of the vesting of the RSUs, in accordance with Section 2.6. You shall have no rights as a stockholder with respect to the RSUs awarded hereunder prior to the date of issuance to you of a certificate or certificates for such shares. Notwithstanding the foregoing, the Committee, in its sole discretion, may elect to settle RSUs in cash based on the fair market value of the Ordinary Shares on the RSU Vesting Date.

1.5    Dividend Equivalents. The RSUs awarded under Section 1.1 shall be eligible to receive dividend equivalents in accordance with the following:

(a)    An “Account” will be established in your name. Such Account shall be for recordkeeping purposes only, and no assets or other amounts shall be set aside from the Company’s general assets with respect to such Account.

(b)    On each date that a cash dividend is paid with respect to Ordinary Shares, the Company shall credit your Account with the dollar amount of dividends you would have received if each RSU held by you on the record date for such dividend payment had been an Ordinary Share. No interest or other earnings shall accrue on such Account.

(c)    As of each RSU Vesting Date, you shall receive a payment equal to the amount of dividends that would have been paid on the RSUs vesting on such date had they been Ordinary Shares during the period beginning on the Grant Date and ending on the RSU Vesting Date, and the Account shall be debited appropriately. If you forfeit RSUs, any amounts in the Account attributable to such RSUs shall also be forfeited.

(d)    If dividends are paid in the form of Ordinary Shares rather than cash, then you will be credited with one additional RSU for each Ordinary Share that would have been received as a dividend had your outstanding RSUs been Ordinary Shares. Such additional RSUs shall vest or be forfeited at the same time as the RSU to which they relate.

SECTION 2

General Terms and Conditions

2.1    Nontransferability. The Award under this Agreement shall not be transferable other than by will or by the laws of descent and distribution.

2.2    No Rights as a Stockholder. You shall not have any rights as a stockholder with respect to any Ordinary Shares subject to the RSU awarded under this Agreement prior to the date of issuance to you of a certificate or certificates for such shares.

2.3    Cause Termination. If your Termination Date occurs for reasons of Cause, all of your rights under this Agreement, whether or not vested, shall terminate immediately.

2.4    Award Subject to Plan. The granting of the Award under this Agreement is being made pursuant to the Plan and the Award shall be payable only in accordance with the applicable terms of the Plan. The Plan contains certain definitions, restrictions, limitations and other terms and conditions all of which shall be applicable to this Agreement. ALL THE PROVISIONS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE AND ARE MADE A PART OF THIS AGREEMENT IN THE SAME MANNER AS IF EACH AND EVERY SUCH PROVISION WERE FULLY WRITTEN INTO THIS AGREEMENT. Should the Plan become void or unenforceable by operation of law or judicial decision, this Agreement shall have no force or effect. Nothing set forth in this Agreement is intended, nor shall any of its provisions be construed, to limit or exclude any definition, restriction, limitation or other term or condition of the Plan as is relevant to this Agreement and as may be specifically applied to it by the Committee. In the event of a conflict in the provisions of this Agreement and the Plan, as a rule of construction the terms of the Plan shall be deemed superior and apply.

2.5    Adjustments in Event of Change in Ordinary Shares. In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the number and kind of shares subject to Award under this Agreement will be appropriately adjusted in an equitable manner to prevent dilution or enlargement of the rights granted to or available for you.

2.6    Acknowledgement. The Company and you agree that the RSUs are granted under and governed by the Notice of Grant, this Agreement (including the Appendix, if applicable) and by the provisions of the Plan (incorporated herein by reference). You: (i) acknowledge receipt of a copy of each of the foregoing documents, (ii) represent that you have carefully read and are familiar with their provisions, and (iii) hereby accept the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant.

2.7    Taxes and Withholding.

(a)    Withholding (Only Applicable to Individuals Subject to U.S. Tax Laws). This Award is subject to the withholding of all applicable taxes. The Company may withhold, or permit you to remit to the Company, any Federal, state or local taxes applicable to the grant, vesting or other event giving rise to tax liability with respect to this Award. If you have not remitted the full amount of applicable withholding taxes to the Company by the date the Company is required to pay such withholding to the appropriate taxing authority (or such earlier date that the Company may specify to assist it in timely meeting its withholding obligations), the Company shall have the unilateral right to withhold Ordinary Shares relating to this Award in the amount it determines is sufficient to satisfy the tax withholding required by law. State taxes will be withheld at the appropriate rate set by the state in which you are employed or were last employed by the Company. In no event may the number of shares withheld exceed the number necessary to satisfy the maximum Federal, state and local income and employment tax withholding requirements. You may elect to surrender previously acquired Ordinary Shares or to have the Company withhold Ordinary Shares relating to this Award in an amount sufficient to satisfy all or a portion of the tax withholding required by law.

(b)    Responsibility for Taxes (Only Applicable to Individuals Subject to Tax Laws Outside the U.S.) Regardless of any action the Company or, if different, the Affiliate employing or retaining you takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Affiliate employing or retaining you. You further acknowledge that the Company and/or the Affiliate employing or retaining you (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Ordinary Shares acquired pursuant to such settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the RSU Grant Date and the date of any relevant taxable event, as applicable, you acknowledge that the Company and/or the Affiliate employing or retaining you (or formerly employing or retaining you, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(1)    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Affiliate employing or retaining you to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Affiliate employing or retaining you, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(A)    withholding from your wages or other cash compensation paid to you by the Company and/or the Affiliate employing or retaining you; or

(B)    withholding from proceeds of the sale of Ordinary Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(C)    withholding in Ordinary Shares to be issued upon settlement of the RSUs.

(2)    To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding

amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Ordinary Shares, for tax purposes, you are deemed to have been issued the full number of Ordinary Shares subject to the vested RSUs, notwithstanding that a number of the Ordinary Shares are held back solely for the purpose of paying the Tax-Related Items.

(3)    Finally, you shall pay to the Company or the Affiliate employing or retaining you any amount of Tax-Related Items that the Company or the Affiliate employing or retaining you may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Ordinary Shares or the proceeds of the sale of Ordinary Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.

2.8    Compliance with Applicable Law. The issuance of Ordinary Shares will be subject to and conditioned upon compliance by the Company and you, including any written representations, warranties and agreements as the Administrator may request of you for compliance with all (i) applicable U.S. state and federal laws and regulations, (ii) applicable laws of the country where you reside pertaining to the issuance or sale of Ordinary Shares, and (iii) applicable requirements of any stock exchange or automated quotation system on which the Company’s Ordinary Shares may be listed or quoted at the time of such issuance or transfer. Notwithstanding any other provision of this Agreement, the Company shall have no obligation to issue any Ordinary Shares under this Agreement if such issuance would violate any applicable law or any applicable regulation or requirement of any securities exchange or similar entity.

2.9    Code Section 409A (Only Applicable to Individuals Subject to U.S. Federal Tax Laws)

(a)    RSUs other than RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons and dividend equivalents payable under this Agreement are intended to be exempt from Code Section 409A under the exemption for short-term deferrals. Accordingly, RSUs (other than RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons) will be settled and dividend equivalents will be paid no later than the 15th day of the third month following the later of (i) the end of your taxable year in which the RSU Vesting Date occurs, or (ii) the end of the fiscal year of the Company in which the RSU Vesting Date occurs.

(b)    RSUs that continue to vest by reason of your Involuntary Termination for Economic Reasons are subject to the provisions of this subsection (b). Any distribution in settlement of such RSUs will occur provided your Involuntary Termination for Economic Reasons constitutes a “separation from service” as defined in Treasury Regulation §1.409A-1(h). If the Company determines that you are a “specified employee” as defined in Code Section 409A (i.e., an officer with annual compensation above $130,000 (as adjusted for inflation), a five-percent owner of the Company or a one-percent owner with annual compensation in excess of $150,000), distribution in settlement of any such RSUs that would be payable within six months of your separation from service shall be delayed to the first business day following the six-month anniversary of your separation from service. Any distribution in settlement of such RSUs that would be made more than six months after your separation from service (without application of the six-month delay) shall not be subject to the six-month delay described in this subsection.

2.10    Data Privacy.

(a)    U.S. Data Privacy Rules (Only Applicable if this Award is Subject to U.S. Data Privacy Laws). By entering into this Agreement and accepting this Award, you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other

form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and the Plan, (b) understand that the Company may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and details of all awards or entitlements to Shares granted to you under the Plan or otherwise (“Personal Data”), (c) understand that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting of the Award may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, (d) waive any data privacy rights you may have with respect to the data, and (e) authorize the Company, its Affiliates and its agents, to store and transmit such information in electronic form.

(b)    Non-U.S. Data Privacy Rules (Only Applicable if this Award is Subject to Data Privacy Laws Outside of the U.S.)

(1)    By entering into this Agreement and accepting this Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Affiliate employing or retaining you, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(2)    You understand that the Company and the Affiliate employing or retaining you may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Ordinary Shares or directorships held in the Company, details of all RSUs or any other entitlement to Ordinary Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

(3)    You understand that Data will be transferred to legal counsel or a broker or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country of residence. You understand that if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local or Company human resources representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local or Company human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local or Company human resources representative.

2.11    Successors and Assigns. This Agreement shall be binding upon any or all successors and assigns of the Company.

2.12    Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable Code provisions to the maximum extent possible and otherwise by the laws of the State of Michigan without regard to principals of conflict of laws, provided that if you are a foreign national or employed outside the United States, this Agreement shall be governed by and construed and enforced in accordance with applicable foreign law to the extent that such law differs from the Code and Michigan law. Any proceeding related to or arising out of this Agreement shall be commenced, prosecuted or continued in the Circuit Court in Kent County, Michigan located in Grand Rapids, Michigan or in the United Stated District Court for the Western District of Michigan, and in any appellate court thereof.

2.13    Forfeiture of RSUs. If the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, then (a) if your incentive or equity-based compensation is subject to automatic forfeiture due to such misconduct and restatement under Section 304 of the Sarbanes-Oxley Act of 2002, or (b) the Committee determines you either knowingly engaged in or failed to prevent the misconduct, or your actions or inactions with respect to the misconduct and restatement constituted gross negligence, you shall (i) be required to reimburse the Company the amount of any payment (including dividend equivalents) relating to any RSUs earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such financial reporting requirement, and (ii) all outstanding RSUs (including related dividend equivalents) that have not yet been settled shall be immediately forfeited. In addition, Ordinary Shares acquired under this Agreement, and any gains or profits on the sale of such Ordinary Shares, shall be subject to any “clawback” or recoupment policy later adopted by the Company.

2.14    Special Rules for Non-U.S. Grantees (Only Applicable if You Reside Outside of the U.S.)

(a)    Nature of Grant. In accepting the grant, you acknowledge, understand and agree that:

(1)    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, except as otherwise provided in the Plan;

(2)    the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;

(3)    all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Company;

(4)    you are voluntarily participating in the Plan;

(5)    the RSUs and the Ordinary Shares subject to the RSUs are an extraordinary item and which is outside the scope of your employment or service contract, if any;

(6)    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(7)    the RSUs and the Ordinary Shares subject to the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Affiliate employing or retaining you or any other Affiliate;

(8)    the grant and your participation in the Plan will not be interpreted to form an employment or service contract with the Company or any Affiliate;

(9)    the future value of the underlying Ordinary Shares is unknown, indeterminable and cannot be predicted with certainty;

(10)    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from your Termination Date (for any reason whatsoever, whether or not later found to be invalid and whether or not in breach of employment laws in the jurisdiction where you are employed or rendering services, or the terms of your employment agreement, if any), and in consideration of the grant of the RSUs to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company or the Affiliate employing or retaining you, waive your ability, if any, to bring any such claim, and release the Company and the Affiliate employing or retaining you from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(11)    you acknowledge and agree that neither the Company, the Affiliate employing or retaining you nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between the currency of the country in which you reside and the United States Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

(b)    Appendix. Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for your country. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan. If you relocate to the United States, the special terms and conditions in the Appendix will apply, or cease to apply, to you, to the extent the Company determines that the application or otherwise of such provisions is necessary or advisable in order to facilitate the administration of the Plan. The Appendix constitutes part of this Agreement.

(c)    Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the RSUs and on any Ordinary Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with laws of the country where you reside or to facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

****

We look forward to your continuing contribution to the growth of the Company. Please acknowledge your receipt of the Plan and this Award.

Very truly yours,

/s/ Orlando Ashford

Orlando Ashford

Chairman of the Board

APPENDIX

PERRIGO COMPANY PLC

Additional Terms and Provisions to

Restricted Stock Unit Award Agreement (Service-Based)

Terms and Conditions

This Appendix (the “Appendix”) includes additional terms and conditions that govern the restricted stock units (“RSUs” or “Award”) granted to you under the Plan if you reside in one of the countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement. The Award will not create any entitlement to receive any similar benefit in the future.

Notifications

This Appendix also includes country-specific information of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2023. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you do not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that you vest in the RSUs and Ordinary Shares are issued to you or the shares issued upon vesting of the RSUs are sold.

In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation. Finally, please note that if you are a citizen or resident of a country other than the country in which you are currently working, or transfers employment after grant, the information contained in the Appendix may not be applicable.

Conditions et dispositions supplémentaires à l’

Accord relatif à l’attribution d’unités d’action avec restrictions (rémunération fondée sur les services)

Conditions

Le présent Appendice (l’« Appendice ») comprend des conditions complémentaires régissant les unités d’action avec restrictions (« UAR » ou « Prime ») qui vous sont attribuées en vertu du Plan si vous résidez dans l’un des pays repris ci-dessous. Certains termes commençant par une lettre majuscule utilisés dans le présent Accord mais qui n’y sont pas définis ont le sens qui leur est attribué dans le Plan ou l’Accord. La Prime n’instaure aucun droit à recevoir des avantages similaires à l’avenir.

Notifications

Le présent Appendice comprend également des informations spécifiques aux pays dont vous devez avoir connaissance eu égard à votre participation au Plan. Les informations se fondent sur les lois relatives aux valeurs mobilières, au contrôle des échanges et autres en vigueur dans les pays respectifs en janvier 2023. Souvent complexes, ces lois font l’objet de modifications fréquentes. Par conséquent, la Société vous recommande vivement de ne pas considérer les renseignements repris aux présentes comme l’unique source d’information relative aux conséquences de votre participation au Plan, car ces renseignements peuvent être obsolètes au moment de la dévolution des UAR ou de l’émission des Actions ordinaires pour votre compte, ou de la vente des actions émises lors de la dévolution des UAR.

Par ailleurs, ces informations sont d’ordre général et peuvent ne pas s’appliquer à votre situation particulière. De plus, la Société n’est pas en mesure de vous garantir un quelconque résultat particulier. Par conséquent, il vous est conseillé de demander des conseils professionnels appropriés quant à la manière dont les lois de votre pays en la matière peuvent s’appliquer à votre situation particulière. Enfin, veuillez noter que si vous êtes citoyen ou résident d’un pays autre que celui dans lequel vous travaillez actuellement ou si votre emploi est transféré après l’octroi, les informations figurant dans l’Appendice peuvent ne pas appliquer.

Extra voorwaarden en voorzieningen bij

De Overeenkomst over voorwaardelijk toegekende aandelen (op basis van diensten)

Algemene voorwaarden

Deze Bijlage (de 'Bijlage') omvat extra algemene voorwaarden voor de voorwaardelijk toegekende aandelen ('RSU's' of 'Award') die u volgens het Plan zijn toegekend als u in een van onderstaande landen woont. Bepaalde termen in hoofdletters die in deze Bijlage werden gebruikt maar niet gedefinieerd, hebben de betekenis die in het Plan en/of de Overeenkomst is vermeld. De Award creëert geen recht om een soortgelijk voordeel in de toekomst te krijgen.

Meldingen

Deze Bijlage bevat ook landenspecifieke informatie waarvan u op de hoogte moet zijn met betrekking tot uw deelname aan het Plan. De informatie is gebaseerd op de effecten-, wisselcontrole- en andere wetten die in de respectieve landen sinds januari 2023 van kracht zijn. Zulke wetten zijn vaak complex en worden regelmatig aangepast. Daarom raadt het Bedrijf u ten sterkste aan de informatie hierin niet te gebruiken als enige bron van informatie over de gevolgen van uw deelname aan het Plan, omdat de informatie verouderd kan zijn op het ogenblik dat uw toezegging in de RSU's en de Gewone aandelen u worden uitgekeerd of wanneer de bij de toezegging van de RSU's uitgegeven aandelen worden verkocht.

Ook is de informatie algemeen van aard en mag u ze niet toepassen op uw specifieke situatie. Het Bedrijf bevindt zich evenmin in een positie om u een specifiek resultaat te verzekeren. We raden u dan ook aan om professioneel advies te vragen over hoe de relevante wetten in uw land van toepassing kunnen zijn op uw specifieke situatie. Ten slotte, merk op dat als u een burger of inwoner bent van een ander land dan het land waarin u op dit moment werkt, of uw tewerkstelling na de toekenning verhuist, de informatie in de Bijlage mogelijk niet van toepassing is.

Dodatkowe warunki i postanowienia

Umowa przydziału Akcji warunkowych (w oparciu o stosunek pracy)

Warunki

Niniejszy Załącznik („Załącznik”) zawiera dodatkowe warunki, które regulują akcje warunkowe („RSU”) przyznaną w ramach Programu, jeśli mieszkasz w jednym z wymienionych poniżej krajów. Określone terminy pisane wielką literą, które nie zostały zdefiniowane w niniejszym Załączniku, mają znaczenie określone w Programie i/lub Umowie. Prawo nie uprawnia do uzyskiwania podobnych korzyści w przyszłości.

Powiadomienia

Niniejszy Załącznik zawiera również informacje dotyczące poszczególnych krajów, o których powinieneś(-as) wiedzieć w związku z uczestnictwem w Programie. Informacje oparte są na papierach wartościowych, kontroli dewizowej i innych przepisach obowiązujących w odpowiednich krajach od stycznia 2023 r. Takie przepisy prawa są często skomplikowane i często się zmieniają. W związku z tym Spółka zdecydowanie zaleca, aby nie polegać na informacjach wymienionych w niniejszym dokumencie jako jedynym źródle informacji związanych z konsekwencjami uczestnictwa w Programie, gdyż informacje te mogą być nieaktualne w momencie nabycia lub wykonywania opcji na akcje, a Akcje Zwykłe są Ci wydawane lub w przypadku sprzedaży Akcji Zwykłych nabytych w ramach Programu.

Ponadto informacje mają charakter ogólny i mogą nie mieć zastosowania do konkretnej sytuacji, a Spółka nie jest w stanie zapewnić Ci żadnego konkretnego rezultatu. W związku z tym zaleca się zasięgnięcie odpowiedniej profesjonalnej porady dotyczącej tego, w jaki sposób odpowiednie przepisy w Twoim kraju mogą mieć zastosowanie do konkretnej sytuacji. Wreszcie należy pamiętać, że jeśli jesteś obywatelem/obywatelką lub rezydentem/rezydentką kraju innego niż kraj, w którym obecnie pracujesz lub przenosisz się do nowego miejsca po przyznaniu, informacje zawarte w Załączniku mogą nie mieć zastosowania.

Australia

Important Notice<br><br>No financial product advice is provided in this Appendix, this Agreement or the Plan (the “Plan Documents”) and nothing should be taken to constitute a recommendation or statement of opinion that is intended to influence a person or persons in making a decision to participate in the Plan.The Plan Documents do not take into account your objectives, financial situation and needs. You should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission to give such advice.<br><br>If you intend to apply to participate in the Plan, you must make your own independent assessment and investigation in relation to your legal and taxation position including seeking professional advice. You must base any decision you may make on such independent assessment, investigation or advice.

Offer made without disclosure

A copy of the terms of the Plan will be provided to you with this Agreement.

Notwithstanding the terms of the Plan, an offer to receive RSUs and participate in the Plan, if received in Australia, is made without disclosure to investors in reliance on the regulatory relief set out in Division 1A of Part 7.12, and for the purposes of section 1100N(b), of the Corporations Act 2001 (Cth).

As set out in this Agreement, an RSU represents the right to receive one Ordinary Share subject to all the relevant vesting conditions being met, or otherwise waived, in accordance with the Plan.

The RSUs will be issued for nil consideration. You are not required to pay for an RSU or for the subsequent issue or transfer of an Ordinary Share on vesting of that RSU, however your responsibility for any taxes will be as set out in the terms of the Plan and this Agreement.

Clause 1.5(d) of this Agreement provides that you will be credited one additional RSU for each Ordinary Share that you would have received had your outstanding RSUs been Ordinary Shares. Notwithstanding that clause, for the purposes of complying with any applicable laws (including the conditions of any applicable regulatory relief), the Company’s board of directors may determine, in its sole discretion, to pay any dividend equivalents to which you are entitled under clause 1.5 of this Agreement wholly in cash.

The Company will not provide you with any loans or financial assistance under the Plan in connection with the offer of the RSUs.

No RSUs or resulting Ordinary Shares provided to you under the Plan will be held by a trustee/nominee.

The indicative daily price of the Ordinary Shares on the New York Stock Exchange (NYSE), quoted in US dollars, is available on the Company’s website at http://perrigo.investorroom.com/stock-information. The Ordinary Shares are also quoted on the NASDAQ Stock Market (NASDAQ) (refer to NASDAQ’s website at http://www.nasdaq.com/symbol/prgo).

The Australian dollar equivalent of the Ordinary Shares can be determined using prevailing exchange rate published by Thomson Reuters (Prevailing Exchange Rate) Alternatively, the Company will advise you of the price of its Ordinary shares (in equivalent Australian dollars) as soon as possible following receipt of any request for such information. This information may be obtained by you contacting your local Human Resources representative.

Before accepting an offer to be granted RSUs, you should satisfy yourself that you have a sufficient understanding of the risks set out below and should consider if the RSUs are a suitable investment for you, having regard to your own investment objectives, financial circumstances and taxation position:

(a)the vesting conditions for your RSUs may not be satisfied for reasons beyond the Company or your control;

(b)you are not permitted to transfer your RSUs unless permitted under this Agreement or the Plan;

(c)if your RSUs vest and you subsequently receive Shares:

(i)the value of those shares may rise and fall according to investor sentiment, general economic conditions and outlook, international and local stock markets,

employment, inflation, interest rates, government policy, taxation and regulation; and

(ii)there is no guarantee that an active trading market for the shares will exist or that the price of the shares will increase. There may be relatively few potential buyers or sellers of the shares on the NYSE, NASDAQ ,TASE or any other applicable market at any time and this may increase the volatility of the market price of the shares. It may also affect the prevailing market price at which you may be able to sell your Shares.

(iii)except as otherwise provided in this Agreement, you will have no voting, dividend, or other stockholder rights in any Shares until you become the registered holder of those Shares. Until you become the registered holder of Shares, you will have only the rights of an unsecured creditor with respect to those Shares;

(d)there may be taxation implications arising for you in participating under this Agreement and in the Plan. The tax consequences of participating in the Plan are based on complex tax laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances. The tax regime applying to you may change.

Please note that the above risks are only general risks of acquiring and holding RSUs under the Plan. It does not purport to list every risk that may be associated with the Plan now or in the future. There may be other risks of participating in the Plan or holding shares that are specific to your circumstances.

If you acquire Ordinary Shares following exercise of your RSU and you offer those shares for sale to a person or entity resident in Australia, then the offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on your disclosure obligations prior to making any such offer.

If at the time of vesting, the Company determines that it is not legal under Australian securities laws to issue or transfer the Ordinary Shares, the outstanding RSUs will be cancelled and no Shares will be issued or transferred to you nor will any benefits in lieu of shares be paid to you.

Exchange Control Information.

Exchange control reporting mandates disclosure of payments equal to or exceeding AUD10,000 made to a foreign individual or entity. This reporting is generally done automatically by the financial institution making the transfer.

Austria

Notifications

Exchange Control Information. If you hold Ordinary Shares outside of Austria, you must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter is less than €5,000,000 (when converted to Euros if applicable). If the threshold is met or exceeded, quarterly reporting obligations exist If quarterly obligations apply, the reporting date is the end of each quarter and the deadline for filing the report is the 15th of the month following the end of the quarter.

When shares are sold, there may be exchange control obligations if the cash received is held in a bank account outside Austria. If the volume of all your accounts abroad exceeds €10,000,000 (when converted to Euros if applicable), the balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

Belgium

Notifications

Foreign Asset/Account Reporting Information. You are required to report any security or bank accounts (including brokerage accounts) you maintain outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Stock Exchange Tax. A stock exchange tax could apply for Belgian tax residents transacting through a non-Belgium broker once the shares are sold. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Communication d’informations relatives aux actifs ou comptes étrangers. Vous êtes tenu de déclarer, dans votre déclaration fiscale annuelle, tout compte-titres ou compte en banque (y compris les comptes de courtage) que vous détenez en dehors de la Belgique. Dans une déclaration distincte, vous êtes tenu de communiquer à la Banque Nationale de Belgique certains détails concernant les comptes étrangers (notamment le numéro de compte, le nom de la banque et le pays où le compte a été ouvert). Cette déclaration ainsi que toutes les informations indiquant comment la remplir sont disponibles sur le site web de la Banque Nationale de Belgique (www.nbb.be) à la section « Centrales des crédits/Kredietcentrales ».

Meldingen

Informatie over buitenlands vermogen/rekeningrapportering. U moet alle garantie- of bankrekeningen (inclusief beleggingsrekeningen) die u buiten België bezit, vermelden op uw jaarlijkse belastingsbrief. In een afzonderlijk overzicht moet u de Nationale Bank van België informatie geven over zulke buitenlandse rekeningen (inclusief het rekeningnummer, de naam van de bank en het land waarin zulke rekening is geopend). Dit overzicht, evenals extra informatie over hoe u het moet opstellen, vindt u op de website van de Nationale Bank van België, www.nbb.be, onder de titel Kredietcentrales.

Bermuda

Terms and Conditions

The Award Agreement is not subject to and has not received approval from the Bermuda Monetary Authority and the Registrar of Companies in Bermuda, and no statement to the contrary, explicit or implicit, is authorized to be made in this regard. The securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda.

Brazil

Terms and Conditions

Labor Law Acknowledgment. You agree that, for all legal purposes, (i) the benefits provided under the Plan are the result of commercial transactions unrelated to your employment; (ii) the Plan is not a part of the terms and conditions of your employment; and (iii) the income from the RSUs, if any, is not part of your remuneration from employment.

Notifications

Compliance with Law. By accepting the RSUs, you agree to comply with Brazilian law when the RSUs vest and the shares are sold. You also agree to report and pay any and all taxes associated with the vesting of the RSUs, the sale of the RSUs acquired pursuant to the Plan, and the receipt of any dividends.

Exchange Control Information. If you are a resident or domiciled in Brazil and hold assets and rights outside Brazil with an aggregate value exceeding US$100,000, you will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights. Assets and rights that must be reported include RSUs.

Canada

Notifications

Payout of RSUs in Shares Only.With respect to all Employees residing in Canada, the Company will convert all vested RSUs only into an equivalent number of Shares and the Plan will not provide an option to settle the RSUs in cash.

Foreign Asset/Account Reporting Notice. Canadian residents may be required to report foreign property (including Shares) on an annual basis on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time in the year. The grant of RSUs must be reported if the CAD 100,000 cost threshold is exceeded because of other foreign property held. RSUs may be reported at a nil cost. The form must be filed by April 30 of the following year. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Tax Information. Withholding will include both federal income tax as well as provincial tax.

Terms and Conditions

Resale Restrictions. The Ordinary Shares received by Canadian residents pursuant to this Plan will be subject to an indefinite holding period and the resale of the Ordinary Shares will be prohibited, unless certain conditions are met in respect of the Company in accordance with applicable Canadian securities laws or another applicable Canadian prospectus exemption is available.

Eligibility of Participants. Notwithstanding the terms of this Agreement or the Plan, no offers of RSUs or Ordinary Shares may be made to you if you are not an employee, executive officer, director or consultant of the Company or a related entity of the Company, in accordance with Section 2.24 of National Instrument 45-106.

Employment Law Matters:

Notwithstanding the terms of this Agreement or the Plan, the term “Termination Date” shall mean the earliest of:

a)    Any date specified in this Agreement or the Plan;

b)    The date on which the Company or any applicable Affiliate delivers to you notice in a form prescribed by the Company that the Company is thereby terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

c)    Except in the event of a Separation for Good Reason, the date on which you deliver notice in a form prescribed by the Company to the Company or any applicable Affiliate that you are terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment);

d)    The date on which you cease to provide services to the Company or any applicable Affiliate, except where you are on an authorized leave of absence; and

e)    The date on which you cease to be considered an “employee” of the Company or any applicable Affiliate under applicable law.

Notwithstanding the terms of this Agreement or the Plan, the definitiona of “Cause” shall be determined in accordance with applicable laws in the jurisdiction of employment.

In accordance with Section 2.13, you consent and agree to the payment of the reimbursements set out therein, including through deductions of the amounts specified in paragraph 2.13 from any wages owed by the Company to the employee.

The provisions set out in Section 2.15(a) do not apply to employees in the province of Ontario other than executive employees who are exempted from XV.1 of the Ontario Employment Standards Act, 2000.

Czech Republic

Terms and Conditions

Consent to Receive Documents in English.

By accepting the Award, you confirm that you have read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Přijetím tohoto Oznámení potvrzujete, že jste přečetl a porozuměl jste Podmínkám plánu (“Plan”) a Smlouvě (“Agreement”), které Vám byly poskytnuty v anglickém jazyce. Zároveň prohlašujete, že souhlasíte s podmínkami uvedenými v těchto dokumentech.

Notifications

Restriction on cash payments. Under Czech Act No. 235/2004 Coll., on Cash Payments, as amended, it is prohibited to receive or provide payments in cash exceeding the amount of CZK 270.000 within one day. Payments exceeding this amount must be executed cashless. This restriction relates to payments from one contracting party to one other contracting party. Thus, it is not a restriction on the sum of all payments made by one individual or entity within one day.

Nevertheless, since the restriction on cash payments may be subject to a change (especially a lower threshold might be set), we recommend consulting your personal legal advisor prior to receiving or providing a larger amount of cash payments.

Denmark

Danish Stock Options Act. You acknowledge that you have received an Employer Statement translated in Danish, which will be provided to comply with the Danish Stock Options Act, to the extent it applies to RSUs.

Tax Reporting Information. You may have to report your foreign broker accounts and shares held in a foreign bank or broker to the Danish tax administration. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Terms and Conditions

The Award Agreement is subject to the Danish Stock Option Act (in Danish: aktieoptionsloven), which applies on share option agreements entered into as part of an employment, if the ownership of the shares is obtained at a later point.

This act is based on a principle of the right to freely agree on the terms of the Award Agreement with certain exceptions stated in the act. In addition to the act, the Danish Contract Act (in Danish: aftaleloven) and Danish case law also regulates the terms of the Award Agreement.

Below, it is outlined when the Danish Stock Option Act, the Danish Contract Act, Danish case law and other applicable legislation deviate from terms stated in the Award Agreement:

Section 1.3, subsection d, litra 1 in the Award Agreement does not entail that applicable notice periods under Danish employment legislation and your employment agreements are deviated from to the detriment of you.

Section 1.3, subsection d, litra 2 (i and ii) in the Award Agreement is amended to the following:

“(2) “Termination without Cause” means the involuntary termination of your employment or contractual relationship by the Company without any Cause.”

Regardless of section 2.3 in the Award Agreement, vested and acquired shares do not lapse as a consequence of your Termination Date for reasons of Cause.

In relation to Section 2.7 in the Award Agreement the following also applies, which supersedes section 2.7 in case of conflicting regulation:

“The Company is required to report the market value of the RSUs to the Danish tax authorities to both E-income and E-capital with the Danish tax authorities. For E-income, the value of the RSUs should be reported as income art 50 in field 068 and should be reported by the Company in the month the shares vest. For E-capital, the value of the RSUs should be reported to the Danish tax authorities no later than the 20th of January the following year after the RSUs have vested.

The market value of the provided RSUs is to be reported by the Company as personal income in the year of vest and is subject to a marginal tax rate of 56% including labor market contribution.

The tax payment obligation for the value of the shares will be collected with the individual, and the responsibility to ensure that the correct amount is reported on the Danish tax assessment remains with the individual.

At the time of sale, you are subject to tax on the gain, if any, at a marginal tax rate of 42%. The capital gain is calculated as the difference between the average fair market value at vest and the sales price.

If there is a loss tied to the sale of the RSUs, the loss can be deducted in capital gain from other listed RSUs.

Please note that it is mandatory for you to report information on RSUs from a foreign depot to the Danish tax authorities. If this information is not provided to the Danish tax authorities, a potential loss cannot be used for deduction.

In addition to section 2.10, subsection b, all personal information will be managed in accordance with the European Data Protection Regulation (in Danish: databeskyttelsesforordningen) and the Danish Data Protection Act (in Danish: personbeskyttelsesloven).

Section 2.15, subsection a – d in the Award Agreement is void and unenforceable in Denmark and instead the following is agreed:

2.15NON-COMPETITION AND NON-SOLICITATION

2.15.4.You will be covered by this non-competition and non-solicitation clause for 6 months after the effective date of termination.

2.15.5.In this period, you are entitled to – only with the prior written consent of the affiliate employing or retaining you (the “Affiliate”) – be engaged or financially interested, directly or indirectly, in any business which develops and/or distributes products or services that compete or may compete with the Affiliate or any group companies’ products and/or services or in any other business competing with the Affiliate or any group companies in any other way. This restriction includes any interest whatsoever by way of, for example, employment, ownership in full or in part, membership of a board, consultancy services and the like in Denmark and abroad.

2.15.6.Conclusion of this non-competition clause is required because you hold a very special position of trust, and you will receive detailed knowledge about the Affiliate and group companies’ affairs, including business secrets, market strategies and plans, information on customers and suppliers. This knowledge may be exploited to the detriment of the Affiliate or group companies, if you become employed with a competing company immediately after the effective date of termination.

2.15.7.During 6 months after the effective date of termination, you are only with the prior written consent of the Affiliate entitled to be in contact with or have business relations, directly or indirectly, with customers, suppliers or cooperation partners, etc., with whom you have had business relations within the last 12 months prior to the termination. In connection with the termination, the Affiliate will prepare a list of the customers, suppliers and cooperation partners covered by the restriction in this clause. In this connection, you must loyally contribute to the drafting of a thorough list covering all customers, suppliers and/or cooperation partners with whom you have had business relations within the last 12 months prior to the termination. Your deliberate failure to contribute loyally to this list will be considered a material breach of the employment and the Award Agreement.

2.15.8.The effective date of termination is to be construed as the date on which you may be ordered or entitled to resign after the expiry of the notice period, notwithstanding whether you actually end your work with the employing company at an earlier date.

2.15.9.The non-competition part of this clause will cease to apply, if the Affiliate gives notice of termination to you without you having reasonably caused the termination. The non-competition part of this clause will also cease to apply, if you resign from the Affiliate for reasonable cause due to the employing company’s failure to fulfil its obligations, cf. section 11 (1) in the Danish Act on Employment Clauses (in Danish: ansættelsesklausulloven). In both situations, the non-solicitation part of this clause will be maintained.

2.15.10.The Affiliate may terminate the clause with one month's notice to expire at the end of a month, cf. section 10 (1) in the Danish Act on Employment Clauses.

2.15.11.As compensation for the clause, you will receive a monthly compensation in accordance with the Danish Act on Employment Clauses. Compensation currently amounts to 60 % of the monthly salary at the effective date of termination and is payable in the period in which the clause applies. At the effective date of termination, the first two months of compensation will be paid to you as a lump sum. If the clause applies, compensation will after the first two months be payable each month in arrears in the rest of the period in which the clause applies. If you obtain other appropriate paid work, compensation equivalent to 24 % of the monthly salary at the effective date of termination will be paid from the third month after the effective date of termination. You are obligated to actively seek other appropriate work and to notify the Affiliate in writing of any new work. Failure to observe the duty of mitigation will be considered a material breach of the employment with the effect that your right to compensation will lapse. The right to compensation will lapse, if the Affiliate has lawfully terminated your employment without notice.

2.15.12.In the event of your breach of the clause, the Affiliate will be entitled to a penalty of between three and six months' salary for any one breach of the clause and compensation for any additional loss. In the event of a persistent breach of the clause, each month or part of a month is deemed to constitute an independent breach entitling the Affiliate to a new, independently agreed penalty. Any payment of the agreed penalty shall not lead to the discontinuance of your obligation to comply with the clause. The Affiliate may also seek to restrain any breach of the clause through the issue of an injunction.

2.15.13.This clause may be invoked by the Affiliate from the date on which you have been employed with the employing company for six months.

Estonia

No country specific provisions.

Finland

Notifications

Tax Reporting Information. If you hold Ordinary Shares acquiqred under the Plan, you are generally required to include those Ordinary Shares as assets in your individual tax return.

France

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

En acceptant cette attribution gratuite d'actions, vous confirmez avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Vous acceptez les dispositions de ces documents en connaissance de cause.

Notifications

Tax Reporting Information. If you hold Ordinary Shares outside of France or maintain a foreign bank account, you are required to report such to the French tax authorities when you file your annual tax return.

Tax Information. The RSUs are not intended to qualify as a French tax qualified restricted stock units under French tax law.

Foreign Asset/Account Reporting Information. If you are a French resident and hold cash or shares of Common Stock outside of France, you must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with your income tax return.

Renseignements relatifs aux comptes et avoirs étrangers. Si vous êtes résident français et que vous détenez des liquidités ou des Actions ordinaires en dehors de la France, vous êtes tenu de déclarer chaque année, en même temps que votre déclaration de revenus, les références de vos comptes bancaires et comptes-titres étrangers (y compris les comptes qui ont été ouverts ou fermés pendant l’exercice fiscal) par le biais d’un formulaire spécifiquement prévu à cet effet, le formulaire No 3916.

Germany

Notifications

Exchange Control Information. Cross-border payments related to securities transactions in excess of €12,500 must be reported by the fifth calendar day of the month following the respective payment to the German Central Bank (Bundesbank). If you use a German bank to transfer a cross-border payment related to securities transactions in excess of €12,500 (e.g. in connection with the sale of shares acquired under the Plan), the bank will make the report for you. In addition, you must report any receivables, payables, or debts in foreign currency exceeding an amount of €5,000,000 (by the tenth calendar day after the expiry of one month) and any cross-border shareholdings in companies if the share in the capital or the voting rights amount(s) to 10% or more and the investment object exceeds a balance sheet total of €3,000,000 (by the last working day of the sixth calendar month following December 31) on a monthly basis.

Tax Reporting Information. In case of an acquisition of shares in a foreign company with an overall investment amount of more than €150,000 (or in case of an acquisition of 10% or more of the shares in a foreign company), you should consult with your tax advisor whether the investment would have to be reported to your tax office.

Greece

Notifications

Exchange Control Information. Pursuant to your Award, if you withdraw funds of €15,000 or more from a bank in Greece and remit those funds out of Greece, you may be required to submit certain documentation/ information to the Greek bank to ensure that the transfer is not in violation of Greek anti-money laundering rules.

Hungary

No country specific provisions.

India

Notifications

Exchange Control Notification. You understand that you must repatriate any dividends and proceeds from the sale of shares acquired under the Plan to India and convert the proceeds into local currency within 180 days of receipt assuming share holding is less than 10% of the company's share capital or as prescribed under applicable Indian exchange control laws as may be amended from time to time. You will receive a foreign inward remittance certificate ("FIRC") from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or your employer requests proof of repatriation.

Tax Information. The amount subject to tax on receipt of the shareswill partially be dependent upon a valuation that the Company or your employer will obtain from a Merchant Banker in India. Neither the Company nor your employer has any responsibility or obligation to obtain the most favorable valuation possible, nor obtain valuations more frequently than required under Indian tax law.

Foreign Asset/Account Reporting Information. You are required to declare in the applicable schedules of your annual tax return (a) any foreign assets held by you (e.g., Ordinary Shares acquired under the Plan and, possibly, the Award), (b) any foreign bank accounts for which you have signing authority and (c) any foreign custodian accounts.

Ireland

Notifications

Director Notification Obligation. If you are a director, shadow director or secretary of the Company's Irish Subsidiary or Affiliate, you must notify the Irish Subsidiary or Affiliate in writing within five business days of receiving or disposing of an interest exceeding 1% of the Company (e.g., RSUs, shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

Terms and Conditions

Israel

Type of Grant            □ Capital Gain Award (“CGA”)

□ Ordinary Income Award (“OIA”)

□ 3(i) Award

□ Unapproved 102 Award

Terms and Conditions

Settlement of RSUs. Notwithstanding anything to the contrary in this Agreement, if the RSUs granted hereunder are 102 Awards, the RSUs shall be settled in Ordinary Shares only.

Trust. All Approved 102 Awards shall be held in trust by a trustee designated by the Company ("Trustee") or shall be supervised by the Trustee in accordance with the instructions set forth by the Israeli Tax Authority (“ITA”), for the requisite lockup period prescribed by the Ordinance and the regulations promulgated thereunder, or such other period as may be required by the ITA, during which period Awards or Ordinary Shares issued thereunder, and all rights resulting from them, including bonus shares, must be held by the Trustee. The Trustee shall not release any Approved 102 Awards, Ordinary Shares issued upon the exercise of any Approved 102 Awards, or any rights, including bonus shares, resulting from such Approved 102 Awards or Ordinary Shares, prior to the full payment of your tax liability. The Trustee or the Israeli Affiliate shall withhold any applicable taxes in accordance with Section 102 or any applicable tax ruling obtained by the Company.

Without derogating from the foregoing, if your RSUs do not qualify as Approved 102 Awards the Company may still at its sole discretion, deposit your RSUs in trust to ensure that taxes are properly withheld.

You hereby release the Trustee from any liability in respect of any action or decision duly taken and executed in good faith in relation to any RSUs or Ordinary Shares issued to you thereunder.

Tax. Without derogating from Section 2.7(b) above, you hereby agree to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for all such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you.

Compliance with Law. By accepting the RSUs, you agree to comply with the provisions of Section 102 and the regulations and rules promulgated thereunder or any tax ruling to be obtained by the Company in connection with your RSUs.

Italy

Terms and Conditions

Plan Document Acknowledgment. In accepting the RSUs, you acknowledge that you have received a copy of the Plan and the Agreement and have reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Agreement, including this Appendix.

Notifications

Tax/Exchange Control Information. You are required to report on your annual tax return: (a) any foreign investments or investments (including the Ordinary Shares issued at vesting of the RSUs, cash or proceeds from the sale of Ordinary Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Ordinary Shares issued at vesting of the RSUs if the fair market value of such Ordinary Shares combined

with other foreign assets); and (b) any changes during the financial year which have had an impact during the calendar year on your foreign investments or investments held outside of Italy.

You are exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.

Kazakhstan

Notifications

Exchange Control Information.

Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to report the acquisition of shares of a foreign company to the National Bank of Kazakhstan.

Latvia

No country specific provisions.

Lithuania

No country specific provisions.

Luxembourg

Notifications

Exchange Control Information. You are required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Etudes Economiques. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on your behalf.

Mexico

Terms and Conditions

Modification. By accepting the RSUs, you understand and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Plan Document Acknowledgment. By accepting the award of the RSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in the Agreement, in which the following is clearly described and established:

(xiii)Participation in the Plan does not constitute an acquired right;

(xiv)The Plan and participation in the Plan is offered by the Company on a wholly discretionary basis;

(xv)Participation in the Plan is voluntary; and

(xvi)The Company and any Parent, Subsidiary or Affiliates are not responsible for any decrease in the value of the shares.

Labor Law Acknowlegement and Policy Statement. In accepting the RSUs, you expressly recognize the Company is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Ordinary Shares does not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and on a wholly commercial basis and your sole employer is Perrigo de Mexico S.A. De C.V. (“Perrigo Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and your employer, Perrigo Mexico, and do not form part of the employment conditions and/or benefits provided by Perrigo Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability to you.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Modificaciόn. Al aceptar las Unidades de Acción Restringida (RSUs, por sus siglas en inglés) usted entiende y esta de acuerdo que cualquier modificación del plan o del acuerdo o su terminación no constituirá un cambio o detrimento de los términos y condiciones de su empleo.

Confirmación del Documento del Plan. Al aceptar el otorgamiento de las RSUs, usted reconoce que ha recibido copias y ha revisado dicho acuerdo en su totalidad y que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el acuerdo, usted reconoce que ha leído, y aprobado de manera específica y expresa los términos y condiciones en el acuerdo en el que se describe y establece claramente los siguiente:

(xvii)La participación en el Plan no constituye un derecho adquirido;

(xviii)El plan y la participación en el mismo, son ofrecidos por la Compañía de manera totalmente discrecional;

(xix)La participación en el Plan es voluntaria; y

(xx)La Compañía, y cualquier Sociedad controladora, Subsidiaria o Filiales no son responsables por ningún decremento en el valor de las Acciones.

Constancia de aceptación de la ley laboral y declaración de la política.  Al aceptar las RSUs, usted reconoce expresamente que la Compañía, es la única responsable de la administración del Plan, y que su participación en el Plan y la adquisición de las acciones comunes no constituyen una relación de trabajo entre usted y la Compañía dado que usted participa en el Plan de manera completamente comercial y el único empleador que tiene es Perrigo de México, S.A. de C.V. (« Perrigo de Mexico »). Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que usted pueda obtener de la participación en el Plan, no establecen ningún derecho entre usted y su empleador Perrigo de México y no forman parte de las condiciones de trabajo ni de las prestaciones ofrecidas por Perrigo de México y cualquier modificación del Plan o la terminación de éste, no constituyen un cambio o deterioro de los términos y condiciones de su trabajo.

Además, usted comprende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o interrumpir la participación de usted en cualquier momento sin ninguna responsabilidad para usted.

Finalmente, usted declara que no se reserva ninguna acción o derecho de presentar algún reclamo o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controladora, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

Netherlands

Notifications

Insider-Trading Notification. Dutch insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor.

Norway

Insider-Trading Notification. Norwegian insider-trading rules prohibit you from effectuating certain transactions involving shares if you have inside information about the Company. If you are uncertain whether the insider-trading rules apply to you, you should consult your personal legal advisor as well as the Company.

Exchange Control Information. Cross-border payments in excess of NOK 100,000 must be reported to the Norwegian foreign exchange register (Valutaregisteret). If you use a Norwegian bank to transfer a cross-border payment in excess of NOK 100,00 in connection with the sale of shares acquired under the Plan, the bank will make the report on your behalf.

Foreign Asset/Account Reporting Information. In your Norwegian income tax return, each year you are required to report any security, shares or bank accounts (including brokerage accounts and the Company “Account” referenced in section 1.5 of the Agreement) you maintain outside of Norway. The Company “Account” should not be treated as taxable wealth, as long as the right to receive the dividends is conditional, but you must report it.

Poland

Terms and Conditions

Consent to Receive Information in English. By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

Notifications

Exchange Control Information. If you hold foreign securities (including shares pursuant to the Award) and maintain accounts abroad, you may be required to file certain reports with the National Bank of Poland (“NBP”). Specifically, if the value of securities and cash held in such foreign accounts exceeds PLN 7,000,000 (or equivalent thereof in another currency) at the end of the year, you must file reports on the transactions and balances of the accounts on a quarterly basis by the 26th day of the month following the end of each quarter. In case you are being in regime of a joint marital property, the above threshold shall apply to joint property of the spouses.

In addition, if you hold, at the beginning or end of the year, at least 10% of votes in the decision-making body of the entity based abroad (and you are person meeting the prievusly mentioned criteria), an annual notification, on the official form, must be submitted by you to the NBP by May 31 of the following year.If at the end of the year you did not reach the given threshold but in the next year, at the end of a calendar quarter, you reach the threshold, you are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 26 days from the end of each calendar quarter). Such reports are filed on special forms available on the website of the NBP.

The foregoing duties represents personal responsibilities of each shareholder and cannot be fulfilled by any entity on your behalf.

Additionally, if you are a Polish citizen and you transfer funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

Furthermore, at the banks’ request, you may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

You are also required to retain the documents connected with foreign exchange transactions for a period of five years, as measured from the end of the year in which such transaction occurred.

Warunki

Zgoda na otrzymywanie informacji w języku angielskim. Akceptując Opcję, potwierdzasz przeczytanie i zrozumienie Programu i Umowy, które zostały dostarczone w języku angielskim. W związku z tym akceptujesz warunki tych dokumentów.

Powiadomienia

Informacje o kontroli dewizowej. Jeśli jesteś w posiadaniu zagranicznych papierów wartościowych (w tym akcji) i posiadasz rachunki za granicą, możesz być zobowiązany(-a) do złożenia określonych sprawozdań w Narodowym Banku Polskim („NBP”. W szczególności, jeśli wartość papierów wartościowych i środków pieniężnych gromadzonych na takich rachunkach zagranicznych przekracza na koniec roku 7 000 000 PLN (lub ekwiwalent tej kwoty w innej walucie), należy co kwartał składać raporty z transakcji i sald rachunków do 26 dnia miesiąca

następującego po zakończeniu każdego kwartału. W przypadku pozostawania we wspólności majątkowej z małżonkiem, powyższy próg dotyczy majątku wspólnego małżonków.

Ponadto, jeżeli posiadasz na początek lub koniec roku co najmniej 10% głosów w organie stanowiącym podmiotu z siedzibą za granicą (i jesteś osobą spełniającą wyżej wskazane warunki) musisz złożyć w NBP do 31 maja następnego roku dodatkowy raport.

Jeśli pod koniec roku nie osiągnąłeś(-aś) określonego progu, ale w następnym roku, pod koniec kwartału kalendarzowego, osiągniesz próg, musisz złożyć odpowiedni formularz do NBP za ten kwartał i każdy z kolejnych kwartałów tego roku kalendarzowego (w ciągu 26 dni od zakończenia każdego kwartału kalendarzowego). Takie raporty są składane w specjalnych formularzach dostępnych na stronie internetowej NBP.

Ponadto, jeśli jesteś obywatelem Polski i przekazujesz środki za granicę w wysokości przekraczającej równowartość 15 000 EUR w PLN, przelewu należy dokonać za pośrednictwem upoważnionego banku, instytucji płatniczej lub instytucji pieniądza elektronicznego uprawnionej do świadczenia usług płatniczych.

Ponadto na żądanie banków niezbędne może być poinformowanie uprawnionych banków, w rozumieniu ustawy Prawo dewizowe (Foreign Exchange Act), o wszystkich transakcjach walutowych przeprowadzanych za ich pośrednictwem.

Jesteś również zobowiązany(-a) do przechowywania dokumentów związanych z transakcjami wymiany walut przez okres pięciu lat, mierzony od końca roku, w którym taka transakcja została wykonana

Portugal

Terms and Conditions

Language Consent. You hereby expressly declare that you have full knowledge of the English language and have read, understood and fully accepted and agreed with the terms and conditions established in the Plan and Award Agreement.

Conhecimento da Lingua. O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Award Agreement em inglês).

Romania

Notifications

Statistical Reporting. According to art. 92 of NBR Reg. 4/2021, if you, as a resident of Romania within the meaning of NBR Reg. 4/2021, acquire more than 10% of the share capital in a foreign company, the acquisition must be reported to the National Bank of Romania (“NBR”) for statistical purposes within 30 calendar days of acquisiting the ownership right over the shares of the foreign company. You should consult your personal advisor to determine whether you will be required to submit such documentation to the NBR pursuant to your participation in the Plan.

Insider-Trading. Insider-trading rules prohibit you from carrying out certain transactions involving shares if you have inside information about the Company (insider dealing). If you are uncertain whether the insider-trading rules apply to you, including with regard to the fact that the Company is listed on the New York Stock Exchange (NYSE), you should consult your personal

legal advisor. Depending on the applicable market abuse legislation, you might be subject to certain restrictions on the freedom to trade the shares that are settled through the RSU award, including any applicable prohibition on insider dealing, market manipulation or the unlawful disclosure of inside information.

Serbia

No country specific provisions.

Slovakia

Foreign Asset Reporting. You may have a foreign asset reporting obligation if you are considered providing independent professional services “podnikatel”. You should consult with a personal tax advisor to understand your filing obligations.

Slovenia

No country specific provisions.

South Africa

Terms and Conditions

Tax Information. By accepting the RSUs, you agree that, immediately upon vesting of the RSUs, you may need to notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer. It is recommended that you consult with your personal tax advisor with respect to your requirements.

Notifications

Exchange Control Information. Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the award is granted nor when Ordinary Shares are issued upon vesting of the RSUs. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the award to ensure compliance with current regulations.

Spain

Terms and Conditions

No Entitlement for Claims or Compensation. By accepting the award of RSUs, you consent to participation in the Plan, and acknowledge that you have received a copy of the Plan document. You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to make awards of RSUs under the Plan to individuals who may be employees, consultants and directors throughout the world. The decision is limited and entered into based upon the express assumption and condition that any RSUs will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including your employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the Award is given on the assumption and condition that the RSUs shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including your employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, you understand and freely accept that

there is no guarantee that any benefit whatsoever shall arise from the award, which is gratuitous and discretionary, since the future value of the RSUs and the underlying shares is unknown and unpredictable. You also understand that this Award would not be made but for the assumptions and conditions set forth hereinabove; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the Award, the RSUs and any right to the underlying shares shall be null and void.

You understand and agree that, as a condition of the grant of the RSUs, your termination of service for any reason other than death or disability (including for the reasons listed below) will automatically result in the cancellation and loss of any RSUs that may have been granted to you and that were not or did not become vested on the date of termination of service. In particular, you understand and agree that, unless otherwise expressly provided by the Company in this Agreement, the RSUs will be cancelled without entitlement to the Shares or to any amount as indemnification if you terminate service by reason of, but not limited to, the following: resignation; disciplinary dismissal adjudged to be with cause; disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause; material modification of the terms of employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’ Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by your employer; and under Article 10.3 of Royal Decree 1382/1985.

Notifications

Exchange Control Information. You must declare the acquisition, ownership and disposition of stock in a foreign company (including Ordinary Shares acquired under the Plan) to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness, for statistical purposes. Generally, the declaration must be made in January for Ordinary Shares acquired or sold during (or owned as of December 31 of) the prior year; however, this obligation only applies in the cases in which you hold 10% or more of the sares capital of the Company or 10% or more of the voting tights of the Company.

Additionally, you may be required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), any foreign instruments (e.g., Ordinary Shares) and any transactions with non-Spanish residents (including any payments of cash or shares made to you by the Company) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the prior or current year, exceeds €1,000,000. Generally, you will only be required to report on an annual basis (by January 20 of each year). Note that if the value is less than €1,000,000, there is only an obligation to declare this information to the Bank of Spain upon request from the Bank of Spain, in which case the deadline is two months since the request is received.

When receiving foreign currency payments derived from the ownership of Ordinary Shares (i.e., dividends or sale proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. Should amounts exceed €12,500, you will need to provide the following information to the Spanish Registered Entity: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. Exceptions to this rule are when you move funds through a Spanish resident bank account opened abroad, or when collections and payments are carried out in cash. These exceptions, however, are subject to their own reporting requirements.

Tax Information. If you hold assets or rights outside of Spain (including shares acquired under the Plan), you may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31st of the following year.

Generally, there is no obligation to file Form 720 if the total value of the following does not exceed Euro 50,000:

•the securities, shares, rights and participations held by you, on December 31 or at any time throughout the year, in any kind of entities or in investment funds located outside Spain;

•any transfer of own capital to third parties located abroad; and

•life and disability insurances in which the individual was policy holder on December 31st.

Please note that if an asset is jointly owned, the value is not prorated. Please also note that the application of the rules in respect of valuation of assets and transfers during the year should be carefully analyzed. If the limit of Euro 50,000 euros is exceeded for this described group of assets, all the elements of this group must be reported.

For those taxpayers who have filed Form 720 in previous years, they will only be obliged to file it again:

(e)When the aggregated value of the assets included in the mentioned group (shares/insurances) had increased in an amount higher than Euro 20,000 regarding the informative return filed in a previous year.

(f)When the individual’s condition (owner, co-owner, co-titleholder or co-authorized) had changed or was extinguished during the year, before 31st December, with regard to any of the assets.

Please note that the thresholds for annual filing requirements may change each year. Therefore, you should consult your personal advisor regarding whether you will be required to file an informational tax report for asset and rights that you hold abroad.

Sweden

Terms and Conditions

The following shall apply in addition to what is set out under section 2.14 of the Award Agreement:

Forfeiture of entitlements under the Plan in case of termination shall apply in case of termination of employment regardless of whether such termination of employment may be justified under Swedish employment protection legislation, and regardless of whether such termination may be challenged by you, and regardless of whether such termination is invalidated by verdict or a court order.

Tax withholdings. You authorize the Company and/or the Employing Company to withhold or sell shares otherwise distributable to you upon vesting or settlement to satisfy the Company’s payroll tax withholding obligations.

Switzerland

Notifications

Securitities Law Information. The RSUs and the issuance of any Ordinary Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither this Award Agreement nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Tax Information. If you are obliged to submit an ordinary annual tax return in Switzerland, you are required to file a salary certificate with the Swiss tax authorities together with your Swiss tax return. The Company or the Affiliate employing you is obliged to prepare a specific attachment regarding the RSUs to this salary certificate. Before Settlement, for wealth tax purposes, the number of RSUs should be declared with p.m (zero value) in the asset statement of the tax return. After Settlement the total number of Ordinary Shares received are subject to wealth tax at the end of the calendar year and must be declared in your Swiss tax return.

Turkey

Notifications

Securitities Law Informations. Under Turkish law, you are not permitted to sell Ordinary Shares acquired under the Plan in Turkey. The Ordinary Shares are currently traded on the Nasdaq Global Select Market, which is located outside of Turkey, under the ticker symbol “PRGO” and the Ordinary Shares may be sold through this exchange.

Ukraine

Notifications

Exchange Control Information. Exchange control rules change frequently and you should consult your personal advisor to determine whether you are required to obtain a license for obtaining shares of a foreign company from the National Bank of Ukraine (NBU).

Terms and Conditions

The Award will be outside the scope of your employment or service contract (if any) and as such will not constitute a part of your compensation package under the respective employment or service contract.

United Kingdom

Terms and Conditions

Income Tax and National Insurance Contribution Withholding. The following provision supplements the terms in the Agreement:

If payment or withholding of the income tax due in connection with the RSUs is not made within ninety (90) days of the end of the U.K. tax year in which the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 occurred (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your employer, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of His Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company or your employer may recover it at any time thereafter by any of the means referred to in Section 2.7 of the Agreement.

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company or your employer to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax for reimbursing the Company or your employer the value of any employee NICs due on this additional benefit.

* * * * *

33

Document

Exhibit 22

Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant

As of April 1, 2023, the obligors under (i) the 5.300% Notes due 2043 issued by the Company (the “Company Notes”) consisted of the subsidiaries listed in the following table and (ii) the 3.900% Notes due 2024, the 4.375% Notes due 2026, the 4.400% Notes due 2030 and the 4.900% Notes due 2044 issued by Perrigo Finance Unlimited Company (collectively, the “Perrigo Finance Notes”) consisted of the Company, as a guarantor, and its subsidiaries listed in the following table.

Name of Entity Obligor Type (Company Notes) Obligor Type (Perrigo Finance Notes)
Athena Neurosciences, LLC Guarantor Guarantor
Biover NV Guarantor Guarantor
Chefaro Ireland DAC Guarantor Guarantor
Elan Pharmaceuticals, LLC Guarantor Guarantor
Galpharm Healthcare Ltd. Guarantor Guarantor
Galpharm International Ltd. Guarantor Guarantor
Gr8ness, LLC Guarantor Guarantor
Habsont Unlimited Company Guarantor Guarantor
Jaico R.D.P. NV Guarantor Guarantor
L. Perrigo Company Guarantor Guarantor
Medgenix Benelux NV Guarantor Guarantor
OCE-BIO BV Guarantor Guarantor
Omega Pharma Belgium NV Guarantor Guarantor
Omega Pharma Capital NV Guarantor Guarantor
Omega Pharma Innovation & Development NV Guarantor Guarantor
Omega Pharma International NV Guarantor Guarantor
Omega Pharma Ltd. Guarantor Guarantor
Omega Pharma Trading NV Guarantor Guarantor
Omega Teknika DAC Guarantor Guarantor
PBM Canada Holdings, LLC Guarantor Guarantor
PBM Nutritionals, LLC Guarantor Guarantor
PBM Products, LLC Guarantor Guarantor
Perrigo America Holdings, Inc Guarantor Guarantor
Perrigo Company (USA) Guarantor Guarantor
Perrigo Company plc Issuer Guarantor
Perrigo Corporation DAC Guarantor Guarantor
Perrigo Diabetes Care, LLC Guarantor Guarantor
Perrigo Direct, Inc. Guarantor Guarantor
Perrigo Europe Invest NV Guarantor Guarantor
Perrigo Finance (US) LLC Guarantor Guarantor
Perrigo Finance Unlimited Company Guarantor Issuer
Perrigo Florida, Inc. Guarantor Guarantor
Perrigo Holding NV Guarantor Guarantor
Perrigo Holdings Unlimited Company Guarantor Guarantor
Perrigo International Finance DAC Guarantor Guarantor
Perrigo International Holdings II, Inc. Guarantor Guarantor
Perrigo International Holdings, LLC Guarantor Guarantor
--- --- ---
Perrigo International, Inc. Guarantor Guarantor
Perrigo Investments LLC Guarantor Guarantor
Perrigo Ireland 1 DAC Guarantor Guarantor
Perrigo Ireland 10 Unlimited Company Guarantor Guarantor
Perrigo Ireland 11 DAC Guarantor Guarantor
Perrigo Ireland 12 DAC Guarantor Guarantor
Perrigo Ireland 13 DAC Guarantor Guarantor
Perrigo Ireland 2 DAC Guarantor Guarantor
Perrigo Ireland 3 DAC Guarantor Guarantor
Perrigo Ireland 4 Unlimited Company Guarantor Guarantor
Perrigo Ireland 5 Unlimited Company Guarantor Guarantor
Perrigo Ireland 6 UC Guarantor Guarantor
Perrigo Ireland 8 DAC Guarantor Guarantor
Perrigo Ireland 9 Unlimited Company Guarantor Guarantor
Perrigo Ireland Management DAC Guarantor Guarantor
Perrigo Management Company Guarantor Guarantor
Perrigo Mexico Investment Holdings LLC Guarantor Guarantor
Perrigo New York, Inc. Guarantor Guarantor
Perrigo Pharma International DAC Guarantor Guarantor
Perrigo Pharma Limited Guarantor Guarantor
Perrigo Research & Development Company Guarantor Guarantor
Perrigo Sales Corporation Guarantor Guarantor
Perrigo Science Eight Unlimited Company Guarantor Guarantor
Perrigo Science One DAC Guarantor Guarantor
Perrigo UK Acquisition Limited Guarantor Guarantor
PMI Branded Pharmaceuticals, Inc. Guarantor Guarantor
Ranir Global Holdings, LLC Guarantor Guarantor
Ranir Holdings Limited (UK) Guarantor Guarantor
Ranir Ltd. (UK) Guarantor Guarantor
Ranir, LLC Guarantor Guarantor
Solent Oral Care Limited Guarantor Guarantor
The Learning Pharmacy Ltd. Guarantor Guarantor
Wrafton Laboratories Limited Guarantor Guarantor

Document

Exhibit 31.1

CERTIFICATION

I, Murray S. Kessler, certify that:

1.I have reviewed this report on Form 10-Q of Perrigo Company plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2023

/s/ Murray S. Kessler
Murray S. Kessler
Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Eduardo Bezerra, certify that:

1.I have reviewed this report on Form 10-Q of Perrigo Company plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2023

/s/ Eduardo Bezerra
Eduardo Bezerra
Chief Financial Officer

Document

Exhibit 32

The following statement is being made to the Securities and Exchange Commission solely for the purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Securities and Exchange Commission

450 100 F Street NE

Washington, D.C. 20549

Re: Perrigo Company plc

Ladies and Gentlemen:

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that:

(i)this Quarterly Report on Form 10-Q for the period ended April 1, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii)the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of Perrigo Company plc.

Date: May 9, 2023 /s/ Murray S. Kessler
Murray S. Kessler
Chief Executive Officer and President
Date: May 9, 2023 /s/ Eduardo Bezerra
Eduardo Bezerra
Chief Financial Officer

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