NOTICE OF 2018 ANNUAL GENERAL MEETING

Friday, May 4, 2018

10:00 a.m. (GMT)

The 2018 Annual General Meeting (the “AGM”) of Shareholders of Perrigo Company plc (“the Company”) will be held on Friday, May 4, 2018 at 10:00 a.m. (GMT) at The Marker Hotel, Grand Canal Square, Docklands, Dublin 2, D02 CK38, Ireland, The Shannon Room, to:

Proposals 1 – 4 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the meeting. Proposal 5 is a special resolution requiring the approval of not less than 75% of the votes cast. All proposals are more fully described in this Proxy Statement.

During the meeting, management will also present the Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2017, along with the related directors’ and auditor’s reports.

If you plan on attending the meeting, you may obtain admission tickets at the registration desk immediately prior to the meeting. Shareholders whose shares are registered in the name of a broker, bank or other nominee should bring proof or certificate of ownership to the meeting.

While all shareholders are invited to attend the meeting, only shareholders of record on March 6, 2018 may vote on the matters to be acted upon at the meeting.

Your vote is important. Please consider the issues presented in this Proxy Statement and vote your shares as soon as possible. To do so, you should promptly sign, date and return the enclosed proxy card or proxy voting instruction form or vote by telephone or Internet following the instructions on the proxy card or instruction form.

By order of the Board of Directors

Todd W. Kingma

Executive Vice President, General Counsel

and Company Secretary

March     , 2018

We are once again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. This e-proxy process expedites shareholders’ receipt of proxy materials while reducing the costs and the environmental impact of our annual meeting. On or about March     , 2018, we mailed to our beneficial owners and consenting shareholders of record a notice of internet availability of proxy materials containing instructions on how to access our proxy statement and Annual Report and how to vote online. All other shareholders will receive a paper copy of the proxy statement, proxy card and Annual Report by mail unless otherwise notified by us or our transfer agent. The notice of internet availability contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card and Annual Report if you only received a notice by mail or (ii) elect to receive your proxy statement and Annual Report over the Internet if you received them by mail this year.

This Proxy Statement, the Annual Report on Form 10-K and Irish Statutory Financial Statements for the fiscal year ended December 31, 2017, are available at http://www.viewproxy.com/perrigo/2018.

Perrigo Company plc

Proxy Statement

Table of Contents

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March     , 2018.

Proxy Summary

Here are highlights of important information you will find in this proxy statement. As this is only a summary, we encourage you to review the complete proxy statement before you vote.

Our Annual Meeting

Logistics

Proposals

Governance

Board Refreshment

i

Executive Transition/Succession Planning

2017 Performance Update¹

ii

Compensation

Executive Compensation Principles

Program Design

2017 Compensation

iii

Questions and Answers and Voting Information

Please see the Questions and Answers and Voting Information section beginning on page 60 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 2019 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo Company plc, Attn: General Counsel, Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland or GeneralMeeting@perrigo.com.

iv

Corporate Governance

General

We manage our business under the direction of our Board of Directors. The Chief Executive Officer (“CEO”) is a member of, and reports directly to, our Board, and members of our executive management team regularly advise our Board on those business segments for which each executive has management responsibility. Our Board is kept informed through discussions with our CEO and other officers, by reviewing materials provided to them, by visiting our offices and by participating in Board and committee meetings.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that are available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Governance Guidelines. The Board may amend these guidelines from time to time. We will mail a copy of these guidelines to any shareholder upon written request to our Company Secretary, Todd W. Kingma, at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland or by email at GeneralMeeting@perrigo.com. As part of our ongoing commitment to corporate governance, we periodically review our corporate governance policies and practices for compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of both the U.S. Securities and Exchange Commission (“SEC”) and the NYSE.

Code of Conduct

Our Code of Conduct acknowledges that a reputation for ethical, moral and legal business conduct is one of Perrigo’s most valuable assets. In addition to acknowledging special ethical and legal obligations for financial reporting, the Code requires that our employees, officers and directors comply with laws and other legal requirements, avoid conflicts of interest, protect corporate opportunities and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity and in Perrigo’s best interest. Our Code of Conduct is available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Code of Conduct, and we will promptly post any amendments to or waivers of the Code on our website. We will mail a copy of our Code of Conduct to any shareholder upon request to our Company Secretary, Todd W. Kingma, at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, or at GeneralMeeting@perrigo.com.

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of our directors should meet NYSE independence requirements. A director will not be considered independent unless the Board of Directors determines that the director meets the NYSE independence requirements and has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its most recent annual review of director independence, the Board of Directors has determined that ten of our current eleven directors are independent, including Bradley A. Alford, Laurie Brlas, Rolf A. Classon, Gary M. Cohen, Adriana Karaboutis, Jeffrey B. Kindler, Donal O’Connor, Geoffrey M. Parker, Theodore R. Samuels and Jeffrey C. Smith. Uwe F. Roehrhoff is not independent under these standards because he is currently serving as an officer of Perrigo.

1

In making its independence determination, the Board of Directors has broadly considered all relevant facts and circumstances and concluded that there are no material relationships that would impair these directors’ independence.

Board Oversight of Risk

While management is responsible for day-to-day risk management, the Board of Directors is responsible for the overall risk oversight, and the Audit Committee is responsible for the overall framework for the risk assessment and enterprise risk management process for the Company. The Board’s committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements, the Remuneration Committee is primarily responsible for risk oversight relating to executive compensation and the Company’s compensation policies and practices, and the Nominating & Governance Committee is primarily responsible for risk oversight relating to corporate governance. These committees report to the Board of Directors on risk management matters.

Management periodically presents to the Board of Directors its view of the major risks facing the Company, which may include a dedicated “enterprise risk management” presentation. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is regularly addressed in a wide range of Board discussions, including those related to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, capital allocation and taxation matters), acquisitions, divestitures and consideration of other extraordinary transactions. As part of these discussions, our directors ask questions, offer insights and challenge management to continually improve its risk assessment and management. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role.

2

The following chart provides a summary overview of key areas of risk oversight for the Board and management.

Board Leadership

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders.

Our current leadership structure consists of a separate Chairman of the Board and Chief Executive Officer, and strong, active independent directors. The Board believes that the Company and its shareholders are well-served by this leadership structure at this time. In addition, having three independent Board Committees chaired by independent directors provides a formal structure for strong, independent oversight of the Chairman and Chief Executive Officer and the rest of the Company’s management team.

Audit Committee Primary Risk Oversight Overall framework for Risk Assessment and ERM process Financial Statement integrity and reporting Legal, regulatory & compliance Internal controls Remuneration Committee Primary Risk Oversight Employee compensation policies and practices Non executive director compensation policies and practices Corporate culture and diversity Nominating & Goverance Committee Primary Risk Oversight Governance structure and processes Stockholder concerns Succession planning Cybersecurity, sustainability and environmental matters

3

Chairman of the Board

Between August 2003 and April 2016, the Board of Directors appointed an independent director to serve as Lead Independent Director. Gerald K. Kunkle, Jr. held the position of Lead Independent Director of Perrigo Company from August 2009 to April 2016. In April 2016, the board decided to separate the roles of the Chairman of the Board and Chief Executive Officer and appointed Laurie Brlas as Chairman of the Board, eliminating the need for a Lead Independent Director. In May 2017, the Board re-appointed Ms. Brlas as Chairman of the Board.

The role of the Chairman includes:

The Chairman is selected from those Perrigo directors who are independent and who have not been a former executive officer of Perrigo. The Chairman position is for an initial term of three years, subject to annual reviews by our Nominating & Governance Committee, annual re-election of that director at the intervening AGMs, and an annual appointment by the independent directors.

Shareholder Engagement

We believe that ongoing, transparent communication with our shareholders is critical to our long-term success. We have a robust shareholder engagement program, and we regularly communicate with our shareholders through a number of forums, including quarterly earnings presentations, investor conferences, securities filings, phone calls, plant tours and individual meetings. During 2017, we engaged in meaningful dialogue with many of our top shareholders, as well as numerous other current and prospective shareholders, on topics such as our business performance and overall corporate strategy, capital allocation, industry and market trends, corporate governance, M&A strategy and executive compensation. Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think about our business and strategy, and we are committed to a continuing dialogue.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy prohibits executive officers and directors of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities and holding Company securities in margin accounts, as well as from pledging Company securities as collateral for a loan. In addition, the policy prohibits Company directors and all employees, including executive officers, from selling Company securities “short”, engaging in “short sales against the box”, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities.

4

Corporate Social Responsibility

We are committed to doing business in an ethical manner. We have a long history of environmentally sound and efficient operations, safe and healthy working conditions, and active participation in the communities where we are located. As reflected in our Corporate Social Responsibility Commitment Statement, we remain committed to:

Through these efforts, we strive to minimize our impact on the environment, drive responsible business practices, and ensure the welfare of our employees and their families, and the communities in which we operate now and into the future. For more information regarding our Corporate Social Responsibility program please visit our website at https://www.perrigo.com/believe/responsibility.aspx.

Board of Directors and Committees

Perrigo’s Board of Directors met 25 times during 2017. The Board of Directors has standing Audit, Remuneration and Nominating & Governance Committees, and there was a total of 40 committee meetings during 2017. Each director attended at least 75% of the regularly scheduled and special meetings of the Board and Board committees on which he or she served during 2017.

We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2017.

The Board has adopted a charter for each of the Audit, Remuneration and Nominating & Governance Committees that specifies the composition and responsibilities of each committee. Copies of the charters are available on our website (http://www.perrigo.com) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Todd W. Kingma, Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, or GeneralMeeting@perrigo.com.

Audit Committee

During 2017, the Audit Committee met 16 times. The Audit Committee currently consists of the following independent directors: Donal O’Connor (Chair), Rolf A. Classon and Geoffrey M. Parker.

The Audit Committee monitors our accounting and financial reporting principles and policies and our internal controls and procedures. It is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm in the preparation and issuance of audit reports and related work, including the resolution of any disagreements between management and the

5

independent registered public accounting firm regarding financial reporting. It is also responsible for overseeing the work of our internal audit function. Additional information on the committee and its activities is set forth in the Audit Committee Report on page 45.

As noted above, one of the Audit Committee’s responsibilities is to oversee the Company’s internal control over financial reporting. During 2016, management identified several material weaknesses in our internal controls over financial reporting and, as discussed in our Annual Report on Form 10-K for fiscal 2017, determined the weaknesses related to our income tax accounting processes continued to exist as of December 31, 2017. Since identifying these control deficiencies in 2016, with the oversight of the Audit Committee, we have evaluated the internal controls around our income tax processes and taken significant steps to remediate the deficiencies by redesigning our controls. For example, we have significantly strengthened our tax organization and designed a suite of controls related to the components of our income tax process to enhance our management review controls over income taxes. We believe our remediation efforts will strengthen our internal control over financial reporting and remediate the identified material weaknesses, but because many of our controls operated for the first time at December 31, 2017, we need to demonstrate consistent operating effectiveness over a number of quarterly periods.

The Board of Directors has determined that each member of the Audit Committee (1) meets the audit committee independence requirements of the NYSE listing standards and the rules and regulations of the SEC and (2) is able to read and understand fundamental financial statements, as required by the NYSE listing standards. The Board has also determined that Donal O’Connor, Rolf A. Classon, and Geoffrey M. Parker have the requisite attributes of an “audit committee financial expert” under the SEC’s rules and that such attributes were acquired through relevant education and work experience.

Remuneration Committee

During 2017, the Remuneration Committee met 12 times. The Remuneration Committee currently consists of the following independent directors: Jeffrey B. Kindler (Chair), Bradley A. Alford and Theodore R. Samuels.

The Remuneration Committee reviews and recommends to the Board compensation arrangements for the CEO and non-employee directors. It also reviews and approves the annual compensation for executive officers, including salaries, bonuses and incentive and equity compensation, and administers Perrigo’s incentive and other long-term employee compensation plans. The Remuneration Committee also reviews and make recommendations to the Board regarding corporate culture and diversity initiatives and issues.

In response to investor feedback and following a comprehensive search process, for fiscal 2017, the Remuneration Committee engaged FW Cook & Company, Inc. (“FW Cook”) as its independent consultant to provide a fresh perspective on Perrigo’s executive compensation program and to assist the Committee in considering and analyzing market practices and trends as well as management’s compensation recommendations. Perrigo did not retain FW Cook to perform any other compensation-related or consulting services for the Company. In addition, in February 2017, the Board appointed Jeffrey B. Kindler as the new Chair of the Remuneration Committee, bringing further insights and perspective to Perrigo’s program. Interactions between FW Cook and management were generally limited to discussions on behalf of the Committee or as required to compile information at the Committee’s direction. Based on these factors, its own evaluation of FW Cook’s independence

6

pursuant to the requirements approved and adopted by the SEC and the NYSE, and information provided by FW Cook, the Committee has determined that the work performed by FW Cook did not raise any conflicts of interest.

Additional information regarding the processes and procedures of the Remuneration Committee is presented in the Compensation Discussion and Analysis, beginning on page 14.

Nominating & Governance Committee

During 2017, the Nominating & Governance Committee met 12 times. The Nominating & Governance Committee currently consists of the following independent directors: Jeffrey C. Smith (Chair), Gary M. Cohen and Adriana Karaboutis.

The Nominating & Governance Committee identifies and recommends to the Board qualified director nominees. This committee also develops and recommends to the Board the Corporate Governance Guidelines applicable to Perrigo, leads the Board in its annual review of Board performance and makes recommendations to the Board with respect to the assignment of individual directors to various committees as well as succession planning. The Nominating & Governance Committee also oversees and makes recommendations to the Board regarding Perrigo’s cybersecurity policies and practices as well as sustainability and environmental efforts. In February 2017, the Board appointed Jeffrey C. Smith as the Chair of the Nominating & Governance Committee.

Executive Sessions of Independent Directors

The independent members of the Board of Directors hold regularly scheduled meetings in executive session without management and also meet in executive session with the CEO on a regular basis.

Board and Committee Self-Assessments

The Board and the Audit, Remuneration and Nominating & Governance Committees have historically followed a three-year cycle for conducting board and committee self-assessments. Year 1 assessments were conducted with extensive internal questionnaires; Year 2 assessments were conducted by a third party; and Year 3 assessments were conducted with abbreviated internal questionnaires. Going forward the Board expects to rely on third parties to conduct the annual self-assessments. Through this process, directors evaluate the composition, effectiveness, processes and skills of the Board and individual Committees and identify areas that merit further focus or consideration. The results of the assessments are reviewed and discussed by the Nominating & Governance Committee, which then reports to and leads a discussion with the full Board.

Shareholder Communications with Directors

Shareholders and other interested parties may communicate with any of our directors or with the

independent directors as a group by writing to them in care of our Company Secretary, Todd W. Kingma, at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland. Relevant communications will be distributed to the appropriate directors depending on the facts and circumstances outlined in the communication. In accordance with the policy adopted by our independent directors, any communications that allege or report significant or material fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters will be immediately sent to the Chair of the Audit Committee and, after consultation with the Chair, may be sent to the other members of the Audit Committee. In addition, the Chairman of the Board will be advised promptly of any

7

communications that allege misconduct on the part of Perrigo management or 3that raise legal or ethical concerns about Perrigo’s practices or compliance concerns about Perrigo’s policies. The General Counsel maintains a log of all such communications, which is available for review by any Board member upon his or her request.

Director Nominations

The Nominating & Governance Committee is responsible for screening and recommending candidates for service as a director and considering recommendations offered by shareholders in accordance with our Articles of Association. The Board as a whole is responsible for approving nominees. The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating & Governance Committee will initiate a search for potential director nominees, and it will seek input from other Board members, including the CEO and Chairman of the Board, senior management and any outside advisers retained to assist in identifying and evaluating candidates.

With respect to the proposal to elect directors at this AGM, the Nominating & Governance Committee recommended to the Board that it waive the director age limit for Mr. Classon, who joined our Board in May 2017. The Committee and Board approved this waiver as being in the best interest of the Company given the substantial board refreshment in 2017, the on-boarding of a new CEO since January 2018, and Mr. Classon’s outstanding service and experience that continues to benefit the Board.

Shareholders may nominate candidates for consideration at an annual general meeting by following the process described in the Articles of Association and summarized in this proxy statement under “Voting Information – How do I submit a shareholder proposal or director nomination for the next AGM?”

Upon a change in a director’s job responsibility, including retirement, our Corporate Governance Guidelines require the director to tender his or her resignation from the Board. The Nominating & Governance Committee will consider the change in circumstance and make a recommendation to the Board to accept or reject the offer of resignation.

Proxy Access

In July 2017, upon the recommendation of our Board, our shareholders overwhelmingly approved amending our Articles of Association to implement proxy access. Proxy access allows eligible shareholders to include their own director nominees in Perrigo’s proxy materials along with the candidates nominated by the Board. This right is summarized in this proxy statement under “Voting Information – How do I use proxy access to nominate a director candidate for the next AGM?”

Board Refreshment

The Board is committed to thoughtful board refreshment and ongoing board succession planning. During 2016 and 2017, seven new independent directors were added to our Board. As of the date of the AGM, the average tenure of our non-employee directors will be approximately four years. Mr. Roehrhoff was appointed as a director upon his appointment as our President and Chief Executive Officer in January 2018 following John T. Hendrickson’s resignation from these positions.

8

Stock Ownership

Under our Corporate Governance Guidelines, each director who is not a Perrigo employee is required to attain stock ownership at a level equal to six times his or her annual cash retainer. Non-employee directors are subject to the same definition of stock ownership and retention requirements as executive officers, the details of which are described in the Compensation Discussion and Analysis – Other Policies, Practices and Guidelines – Executive Stock Ownership Guidelines section, on page 28. All of our non-employee directors are in compliance with these guidelines.

Certain Relationships and Related-Party Transactions

Our Code of Conduct precludes our directors, officers and employees from engaging in any type of activity, such as related-party transactions, that might create an actual or perceived conflict of interest. In addition, our Board of Directors adopted a Related-Party Transaction Policy that requires that all covered related-party transactions be approved or ratified by the Nominating & Governance Committee. Under that policy, each executive officer, director or director nominee must promptly notify the Chair of the Nominating & Governance Committee and our General Counsel in writing of any actual or prospective related-party transaction covered by the policy. The Nominating & Governance Committee, with input from our Legal Department, reviews the relevant facts and approves or disapproves the transaction. In reaching its decision, the Nominating & Governance Committee considers the factors outlined in the policy, a copy of which is available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Related-Party Transaction Policy.

In addition, on an annual basis, each director and executive officer completes a Directors’ and Officers’ Questionnaire that requires disclosure of any transactions with Perrigo in which he or she, or any member of his or her immediate family, has a direct or indirect material interest in Perrigo. The Nominating & Governance Committee reviews the information provided in response to these questionnaires.

Related-party transactions since the beginning of 2017 are described below. Each of the transactions was reviewed and approved in accordance with our policy. The Nominating & Governance Committee determined that the terms of these transactions are no less favorable to us than would be the case with an unrelated third party.

Agreement with Starboard Value LP

On February 6, 2017, we entered into an agreement with Starboard (the “Starboard Agreement”), which was intended to define the ongoing relationship between Perrigo and Starboard in its capacity as a significant shareholder. As of February 6, 2017, Starboard beneficially owned approximately 6.7% of Perrigo’s outstanding ordinary shares. Pursuant to the Starboard Agreement, we (i) accepted the resignation of Michael J. Jandernoa, Gerald K. Kunkle, Jr., Herman Morris, Jr. and Shlomo Yanai from the Perrigo board of directors, and (ii) appointed Jeffrey C. Smith of Starboard and two other independent directors, Bradley A. Alford and Jeffrey B. Kindler, to the Board to fill three of the resultant vacancies. Pursuant to the Starboard Agreement, Starboard had the right to recommend to the Board two additional nominees to serve as independent directors. Upon Starboard’s recommendation, on May 2, 2017, the Board appointed Adriana Karaboutis and Rolf A. Classon as directors and accepted the resignation of Ellen R. Hoffing effective upon Ms. Karaboutis’ and Mr. Classon’s appointments.

9

With respect to the 2017 AGM, Starboard agreed to, among other things, vote in favor of Perrigo’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendation on all other proposals. Starboard also agreed not to submit director nominations or proposals at the 2017 AGM. In addition, we agreed to nominate Messrs. Alford, Kindler, Smith, and Classon as well as Ms. Karaboutis for re-election at the AGM.

Under the terms of the Starboard Agreement, until the earlier of (i) 15 business days prior to the deadline for the submission of shareholder nominations for the 2018 AGM and (ii) the date that is 100 days prior to the first anniversary of the AGM, Starboard agreed not to, among other things: (a) solicit proxies; (b) join any “group” or voting arrangement; (c) propose certain extraordinary transactions or encourage third parties to do so; (d) call or seek to call an extraordinary general meeting of Perrigo’s shareholders; (e) seek board representation other than as provided in the Starboard Agreement; or (f) influence third parties with respect to the voting or disposition of Perrigo ordinary shares. Starboard also agreed to customary confidentiality restrictions.

The Starboard Agreement expired in February 2018.

Director Compensation

The Remuneration Committee reviews and makes a recommendation to the Board regarding non-employee director compensation. In determining the level and mix of compensation for non-employee directors, the Remuneration Committee considers peer and other market data, practices and trends as well as information and analyses provided by FW Cook, its independent consultant.

In 2017, all of our non-employee directors were paid an annual cash retainer, and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, and non-chair committee members all as described below.

For 2017, our Chairman of the Board and other non-employee directors received annual equity awards in the form of restricted stock units having a value of approximately $375,000 and $300,000, respectively. These awards vest on the earlier of one year from the grant date or the date of the next AGM, and are intended to directly link an element of director compensation to shareholders’ interests.

10

To better align with market and peer practices, we eliminated our non-employee director travel stipend of $10,000 per international trip in June 2017. We also eliminated the $1,000 per day stipend for activities requiring travel in furtherance of Board or Perrigo business (other than to and from regularly scheduled Board and committee meetings).

Directors who are Perrigo employees receive no compensation for their services as directors.

The following table summarizes the 2017 compensation of our non-employee directors who served during the year.

Director Compensation

1) Represents the grant date fair value of 4,265 service-based restricted stock units granted to each non-employee director on June 6, 2017 calculated in accordance with U.S. GAAP. As Chair of the Board, Laurie Brlas received 5,331 service-based restricted stock units. Geoffrey Parker and Theodore Samuels also received prorated grants of 1,437 and 969 service-based restricted stock units, respectively. Bradley Alford, Jeffrey Smith and Jeffrey Kindler also received a prorated grant of 1,017 service-based restricted stock units each. The shares vest one year after the grant date or at the AGM. The grant date fair value is based on $70.34 per share, the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date.

2) During 2017, no stock options were granted to non-employee directors.

3) Mr. Jandernoa, Mr. Kunkle, Mr. Morris and Mr. Yanai left the Board on February 6, 2017.

4) Ms. Hoffing left the Board on May 2, 2017.

5) Mr. Samuels was appointed to the Board on January 4, 2017.

6) Mr. Smith, Mr. Alford and Mr. Kindler were appointed to the Board on February 6, 2017.

7) Mr. Classon and Ms. Karaboutis were appointed to the Board on May 2, 2017.

11

Ownership of Perrigo Ordinary Shares

Directors, Nominees and Executive Officers

The following table shows how many Perrigo ordinary shares the directors, nominees, and named executive officers, individually and collectively, beneficially owned as of March 6, 2018. The percent of class owned is based on 140,874,854 Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed in the Summary Compensation table on page 31.

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options that are exercisable currently or become exercisable within 60 days. Except as otherwise noted, the shareholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.

* Less than 1%.

1) Represents shares held by certain funds and managed accounts for which Starboard Value LP serves as manager or investment manager. Mr. Smith serves as a Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard Value LP. Mr. Smith has shared voting and shared dispositive power over Starboard’s shares.

2) Shares owned include 2,000 shares in the Todd Kingma Charitable Remainder Uni-Trust.

3) Shares owned include 9,879 shares owned by the John T. Hendrickson Trust, of which Mr. Hendrickson is the trustee.

4) See footnotes 1 through 3. Includes directors and executive officers as of March 6, 2016. Of these shares, 6,027,863 are beneficially owned indirectly by Jeffrey Smith.

12

Other Principal Shareholders

The following table shows all shareholders other than directors, nominees and named executive officers that we know to be beneficial owners of more than 5% of Perrigo’s ordinary shares. The percent of class owned is based on 140,874,854 Perrigo ordinary shares outstanding as of March 6, 2018.

13

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors and 10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC. Based on a review of copies of these reports provided to us and written representations from executive officers and directors, we believe that all filing requirements were met during 2017, except that the following transactions were not reported in a timely manner: the exercise of 1,316 options to purchase ordinary shares by Mr. Paul Weninger; a sale of 201.73 ordinary shares and a purchase of 700 ordinary shares by Mr. John Wesolowski; the vesting of 623 restricted stock units for Mr. Thomas Farrington; and the vesting of 2,181 restricted stock units for Mr. John Hendrickson. Each of these transactions has since been reported. In addition, Mr. Weninger and Mr. Wesolowski each amended his timely filed Form 3 to reflect ordinary shares omitted from the original filing.

Executive Compensation

Compensation Discussion and Analysis

Introduction

2017 continued to be a year of change that directly impacted our compensation programs.

Strategic Imperatives – We continued our commitment to disciplined execution and decisive action. We completed a comprehensive strategic, operational and financial review of the business, optimized our organizational effectiveness through divestitures, organizational restructuring, and early retirement programs, and further reduced our overall cost structure through administrative cost containment, all with the goal of quickly stabilizing the business after a difficult 2016 and creating shareholder value in 2017.

The 2017 annual plan was focused on the operating framework to “Simplify, Focus and Execute”, and it was this framework that drove the following priorities for 2017:

14

At the same time, our Rx Pharmaceuticals segment was projected to face significant pricing headwinds of approximately 9-11% of segment net sales (estimated to be between $80 million to $100 million) and an additional estimated $70 million headwind for specific pricing and lower volumes of the generic Entocort^® product in this segment.

Despite those headwinds, our relentless attention to the “simplify, focus and execute” framework helped the business achieve strong results in 2017.

2017 Performance Highlights²

In our 2017 executive compensation program, we:

15

We have also taken steps to ensure that we had a fresh perspective in reviewing and assessing our compensation program. For 2017, we appointed a new Remuneration Committee Chair, refreshed the Committee’s membership with entirely new directors, engaged a new independent consultant, FW Cook, and reconstituted our peer group to better reflect our strategic direction moving forward.

Simply stated, we have listened to our shareholders and taken action to respond to their valuable input. We will continue to engage with shareholders on a regular basis to maintain an open line of communication on executive compensation issues.

Our Named Executive Officers for 2017

Management Continuity – Following the departure of our former Chief Financial Officer in March 2017, we appointed Ronald L. Winowiecki, previously Senior Vice President of Business Finance, as acting Chief Financial Officer. In January 2018, John T. Hendrickson stepped down as Chief Executive Officer following the Board’s appointment of Uwe F. Roehrhoff as President and Chief Executive Officer. In February 2018, the Board appointed Ronald L. Winowiecki as Chief Financial Officer.

Perrigo’s named executive officers for 2017 are:

This Compensation Discussion and Analysis provides information about our executive compensation program, the factors that were considered in making compensation decisions for our named executive officers and how we have modified our programs to meet Perrigo’s needs for the future.

Executive Summary

2016 Say-on-Pay Voting Results

At last year’s AGM, our shareholders strongly approved our executive compensation, with over 91% of the votes cast voting in favor of the say-on-pay proposal.

Our Future and New Executive Compensation Design

The number one goal of the Board is to position Perrigo for success, which means having a leadership team in place that is focused on creating value in the short- and long-term for all shareholders. It is also

16

a priority to ensure our executive pay program is aligned with Perrigo’s strategic priorities and drives value creation for all shareholders.

To this end, the Committee, working with its independent compensation consultant and management, and taking into consideration input received from our shareholders, took the following actions, which were fully implemented in 2017:

17

The Committee believes these changes are consistent with best practices and further align our executives’ compensation with shareholder interests.

Best Compensation Governance and Practices

With these changes, our executive compensation program continues to be grounded in the following policies and practices, which promote sound compensation governance, enhance execution of our pay-for-performance philosophy and further align our named executive officers’ interests with those of our shareholders:

18

2017 Compensation Decisions

The Committee’s key compensation decisions, based on the Company’s results in 2017, were highly aligned with actual performance in the year:

What Guides Our Executive Compensation Program

Our Executive Compensation Principles

Perrigo’s executive compensation program is designed to attract, motivate and retain our executives, including our named executive offers, who are critical to our long-term success. The executive compensation program reflects our core principles:

19

The core elements of our executive compensation program are summarized in the table below.

The charts below show the target compensation of our Chief Executive Officer and our other named executive officers for fiscal 2017. These charts illustrate that a majority of named executive officer compensation is performance-based and variable (89% for our Chief Executive Officer and an average of 73% for our other named executive officers). The weighting of these pay elements is consistent with the market and best practices and puts a large majority of the named executive officers’ total direct compensation at risk if performance goals are not achieved or if Perrigo performance declines.

The Decision-Making Process

The Role of the Remuneration Committee. The Committee, which is composed entirely of independent directors, oversees our executive compensation program. The Committee works very closely with FW Cook, its independent consultant and management to examine the effectiveness of Perrigo’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at http://perrigo.investorroom.com/corporate-governance.

Each year, the Committee reviews and approves the elements of compensation for all executive officers, including the named executive officers. The Committee submits its recommendations

20

regarding the Chief Executive Officer’s compensation to the independent directors of the Board for approval.

To assist it in making compensation decisions, the Committee annually reviews compensation tally sheets that contain comprehensive historical, current and projected data on the total compensation and benefits package for each of our named executive officers. These tally sheets also include analyses for various termination events (including terminations with and without cause and for death, disability, retirement or following a change of control) so that the Committee can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. These tally sheets, which are prepared by management and reviewed by FW Cook, generally contain data that are substantially similar to the data contained in the tables presented below.

The Role of Management. The Chief Executive Officer makes recommendations to the Committee regarding the compensation of the other named executive officers for the Committee’s approval. The Chief Executive Officer does not participate in the deliberations of the Committee regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the Committee and the Board.

The Role of the Independent Consultant. For 2017, the Committee engaged FW Cook as its independent consultant to provide advice on various aspects of our executive and non-employee director compensation programs. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or Perrigo management.

The Role of Market Comparison Data. The Committee uses information provided by FW Cook regarding the compensation practices of select companies (the “Peer Group”) as one of the factors in evaluating both the structure of our executive compensation program and target levels of compensation. Management also reviews data periodically from Mercer Human Resource Consulting, Willis Towers Watson, Aon Hewitt, the Korn Ferry Hay Group, and Equilar regarding the market positioning for base salary, annual, and long-term incentive target levels for all executive roles. The Committee considers this information, together with the factors described in the “Executive Compensation Principles” section above, in determining executive compensation.

For fiscal 2017, the Committee undertook a review of the existing Peer Group. The Committee continued to focus on comparably sized pharmaceutical and consumer goods companies, taking into account consolidation in the pharmaceutical industry, as well as Perrigo’s growth, changing strategy, and business focus. With the assistance of its independent consultant and management, the Committee considered additions and deletions to the existing Peer Group, and approved a new Peer Group for fiscal 2017 pay decisions. The new Peer Group consists of 16 publicly-traded companies that are similarly sized with similar customer and/or business profiles:

In establishing compensation levels for the named executive officers, the Committee does not focus exclusively on market comparison data for positions with comparable responsibilities. Instead, that

21

data is one of many factors that the Committee uses when setting compensation levels for each element of our program (salary, target annual cash incentive, and equity-based incentives) and for the combined total of these elements. Although Perrigo does not specifically target a stated pay percentile objective, the Committee considers the 50th percentile of market data to be a valuable indication of what is competitive in the market.

In addition to market comparison data, the Committee also considers an individual’s competencies, experience and performance; Company and division financial performance; and the aggregate cost to Perrigo. Ultimately, consideration of market comparison data in setting compensation levels is intended to ensure that our compensation practices are competitive in terms of attracting, rewarding and retaining executives.

2017 Executive Compensation Program in Detail

Base Salaries

The Committee approves base salaries for the named executive officers other than the Chief Executive Officer. For the Chief Executive Officer, the Committee submits its recommendation for the Chief Executive Officer’s base salary to the independent directors of the Board for approval. In approving a named executive officers’ base salary, the Committee may consider comparisons among positions internally and externally, proxy and survey data, performance, job experience and unique role responsibilities. To assist the Committee in this process, each year the Chief Executive Officer provides the Committee with base salary recommendations for each of the other named executive officers, as well as summaries of such named executive officers’ individual performance.

The named executive officers are eligible for annual salary increases based on an evaluation of individual performance and the market level of pay for comparable positions at other companies in the Peer Group. Named executive officers are also eligible for salary adjustments for promotions or changes in job responsibilities.

For 2017, at the recommendation of the CEO, the Committee approved maintaining base salaries for the named executive officers at 2016 levels, with the exception Mr. Winowiecki, who received a promotional base salary increase upon assuming the role of acting CFO.

Annual Incentive Award Opportunities

The MIB Plan is designed to motivate and reward the named executive officers for achieving and exceeding specific, financial goals that support our objective of increasing long-term shareholder

22

value. Participants in the MIB Plan include our named executive officers, other management level personnel and other selected individuals. Substantially all other employees participate in other annual incentive plans. MIB Plan awards are paid in cash.

Near the beginning of each annual performance period, the Board approves the financial plan for that year, from which the Committee determines and approves the performance target goals and payout schedules for the MIB Plan. These goals and individual bonus targets, which are stated as a percentage of salary, are then communicated to the participants. The payout schedules reflect a range of potential award opportunities that are set around the targets. 

Individual performance goals are not a formulaic input for determining the bonus opportunity. However, to ensure that awards reflect a named executive officer’s contribution to our results, the Committee has, or, in the case of the Chief Executive Officer, the independent directors have, the discretion to adjust any named executive officer’s actual award up by as much as 50% or down by as much as 100% based on individual performance, provided that, in the case of any upward adjustment, the maximum incentive award opportunity for any individual executive is capped at 200% of the target award opportunity. No such adjustments were made to bonuses earned for 2017.

Target Award Opportunity. The 2017 target MIB Plan award opportunities for the named executive officers are shown in the table below. The range of award opportunities is listed in the Grants of Plan-Based Awards for 2017 table on page 33.

MIB Plan Funding. Near the beginning of 2017, the Board approved the 2017 financial plan, from which the Committee determined and approved the performance target goals and payout schedules for the 2017 MIB Plan. Operating Income (“OI”) is weighted 80%, and Days Working Capital (“DWC”) performance is weighted 20%. As stated in the 2017 Performance Highlights, as part of our business transformation, we completed the sale of our Tysabri^® financial asset in the first quarter of 2017 which, on a relative basis, meant that several hundred million of income that was previously included in the performance measure for 2016 was no longer included in the 2017 operating results.

2017 MIB Funding

23

The target OI goal for 2017 was lower than the 2016 due primarily to:

The targeted DWC goal for 2017 was higher than the 2016 actual primarily because:

Under the MIB Plan, the Committee may adjust performance measures to prevent dilution or enlargement of awards by excluding the effects of, among other things, extraordinary, unusual or non-recurring items, assets impairments, and non-cash items. Perrigo’s adjusted MIB OI performance for 2017 was $1,007.3 million, which consisted of a $598.2 million profit from operations as reported in our financial statements, plus $411.2 million of net, non-operational adjustments reviewed and approved by the Committee. These adjustments included $47.5 million of asset impairments and $355.5 million of amortization expense, as well as charges related to acquisitions and divestitures not included in Perrigo’s original plan for 2017, restructuring charges, and unusual litigation charges.

Based on the payout matrix for 2017 Corporate MIB Plan and the weighting between the OI and DWC components, the bonus payouts under 2017 Corporate MIB Plan, which included payouts to each named executive officer, were 122.47% of the bonus target.

The independent directors in the case of the Chief Executive Officer, and the Committee in the case of the other named executive officers, have the ability to adjust individual MIB payouts based on personal performance. Individual adjustments are based on the assessment of personal performance, segment performance, contributions to business success and, in some cases, overall Company performance. For 2017, none of the MIB payouts were adjusted for individual performance. The actual MIB payouts awarded to the named executive officers are listed under Non-Equity Incentive Plan Compensation in the Summary Compensation table on page 31.

24

Long-Term Incentive Award Opportunities

Long-term stock-based compensation, which is awarded under our shareholder approved LTI plan, is intended to motivate and reward executives for creating shareholder value as reflected in the total shareholder return of Perrigo’s ordinary shares. Awards under the LTI Plan may be in the form of stock options, non-statutory stock options, stock appreciation rights or stock awards, including restricted shares or restricted share units, or performance shares or performance units. We provide long-term incentive opportunities solely through stock-based awards.

As a variable component of compensation, the amount realized from stock-based compensation will vary based on the market price of Perrigo’s ordinary shares. In addition, performance-based restricted stock units are only earned if specified performance goals are achieved.

The Committee sets stock-based grant levels based on consideration of a named executive officers’ position, review of market competitive practices (using the market median as a competitive guideline) and the aggregate cost impact to Perrigo. Grants to named executive officers are subject to the approval of the Committee and, in the case of the Chief Executive Officer, the independent directors.

During our regularly scheduled meetings in the first quarter of the calendar year, the Board approves all regular, annual stock-based awards for the Chief Executive Officer, and the Committee approves all stock-based awards for the other named executive officers, as well as the maximum potential total grants for other employee levels. All regular annual stock-based awards are granted on, and priced at the last reported sale price of Perrigo’s stock on, the fifth trading day after the day on which Perrigo publicly releases its year-end earnings for the fiscal year. Because our 10-K filing for fiscal 2016 was later than usual, the 2017 annual grants were made on June 6, 2017, instead of during the first quarter as is our typical practice.

Off-cycle stock-based awards may be granted at various times during the year to new hires or to existing non-executive employees under special circumstances (promotions, retention or performance) with the approval of the Chief Executive Officer. Off-cycle stock-based awards may also be granted during the year to the executive officers other than the Chief Executive Officer with the approval of the Committee and to the Chief Executive Officer with the approval of the independent directors as permitted under the LTI Plan. Such awards are priced at the closing price of Perrigo’s stock on the day the awards are granted.

2017 LTI Plan Grants. All of the named executive officers received their target annual LTI Plan award grant for 2017, which consisted of 50% ROTC-PSUs that may be earned based on achievement of ROTC goals over three years, 20% rTSR-PSUs that may be earned based on our rTSR performance versus peers over three years, and 30% stock options vesting over three years. The table below shows the LTI Plan award values granted for fiscal 2017 for each of the named executive officers.

25

ROTC PSUs

Fifty percent of each executive’s target grant value is in the form of ROTC-PSUs. The number of ROTC-PSUs to be earned for the 2017 grant is dependent on Perrigo’s performance during three distinct performance periods (for which a separate ROTC goal is established) as follows:

The Board sets challenging target ROTC goals based on each year’s financial plan. Earned awards, if any, can range from 0% to 200% of the target number of shares granted and will become 100% vested on June 6, 2020 (three years from the grant date).

The Committee selected ROTC as the performance measure for these PSUs because it measures our ability to generate profits from the effective use of all tangible capital invested in the business. Tangible capital is defined as Perrigo’s operating assets and liabilities excluding all acquisition-related intangible assets and goodwill. ROTC is calculated by dividing Perrigo’s net operating profit after tax (“NOPAT”) by its tangible capital. Both management and the Board of Directors regularly review both ROTC and return on invested capital (“ROIC”) to measure Perrigo’s ability to provide a return on all assets greater than its cost of capital. The ROIC calculation includes goodwill as well as intangible assets from acquisitions.

The 2017 ROTC target was lower than 2016 actual ROTC due primarily to the sale of the Tysabri^® financial asset in the first quarter of 2017. Additionally, a smaller portion of that difference was attributable to the impact of the unforeseen competitive issues related to Entocort^®.

As reflected in the chart below, our 2017 ROTC performance of 39.2% resulted in an actual vesting credit of 173% of target for 2017, which will be relevant for any performance period that includes 2017.

1. Return on Tangible Capital = ROIC, excluding impact of goodwill, intangibles and related amortization and non-operating results, consistent with prior year’s metric.

FY2017 Budget ROTC 1 (SM) FY2017 Actual ROTC1 (SM) NOPAT $786 .7 NOPAT $824 .6 Tangible Capital $2,155 .7 Tangible Capital $2,106 .0 ROTC 36.5% ROTC 39.2% 2015 Stub Period FY2016 FY2017 Maximum (200% Vesting) 66 .6% 8l.3% 40 . 1% 39.2% Target (Plan - 100% Vesting) 60 .5% 73 .9% 36.5% 56.6% Minimum (50% Vesting) 54 .5% 66 .5% 32.8% 62.3% Performance Period Vesting Credit 68% 0% 173% a b c Performance Vesting Credit for 2015 Stub Period Grant (a+b+c)/3 = 80% 1. Return on Tangible Capital= ROIC, excluding impact ofgoodwill, intangibles and related amortization and non-operating results, consistent with prior year’s metric .

26

With respect to the ROTC-PSUs that vested in 2017, the vesting credits for fiscal 2017, fiscal 2016, and the 2015 Stub Period were 173%, 0%, and 68%, respectively, based on Perrigo’s financial performance. Given these percentages, the full three-year vesting credit for the PSUs granted in the 2015 Stub Period was 80% of target. Information regarding the 2015 Stub Period grant is included in footnote 4 to the Outstanding Equity Awards at 2017 Year End table on page 37. The actual number of restricted stock units that vested in 2017 for each of our named executive officers is listed under Number of Shares Acquired on Vesting in the Option Exercises and Stock Vested in 2017 table on page 35.

The per-share accounting cost of the ROTC PSUs is based on the stock price on the grant date. The ultimate expense for the ROTC-PSUs is based on the number of shares actually earned, and is accrued over the three-year performance period.

The grant date fair value, as calculated under the applicable accounting standard (FASB ASC Topic 718), for 2017 stock-based grants is presented in the Grants of Plan-Based Awards for 2017 table on page 33.

rTSR PSUs

Starting in 2017, the Committee approved the addition of a rTSR metric with a three-year measurement period to the performance-based equity mix to better align executive compensation with long-term Company performance. The rTSR-PSUs account for 20% of each executive’s target grant value. The Committee added the rTSR PSUs to the LTI mix, further increasing executive performance with shareholders and replacing the service-vesting RSU portion of annual LTI granted in previous years. This change increases the percentage of each executive’s LTI grant that is subject to performance achievements, and introduces a relative external metric to balance the internal metric of ROTC.

The number of rTSR PSUs that may be earned is based on our relative total shareholder return versus peer companies, measured cumulatively over the three-year performance period. Total shareholder return for Perrigo and the peer companies is calculated using an average of adjusted closing prices for the 30-day periods starting on the first and ending on the last day (January 1, 2017 and December 31, 2019, respectively, for the 2017-2019 rTSR PSUs) of the performance period. Earned shares can range from 0 to 200% of the target number of rTSR PSUs, as outlined in the following table.

Payout for performance between levels will be linearly interpolated. If our absolute TSR is negative, the maximum number of shares that may be earned is 100% of target, regardless of our relative performance. In addition, the overall earned value is capped at 500% of the target value.

Upon his promotion to acting CFO in February 2017, we provided Ron Winowiecki with a cash bonus of $50,000 and RSUs valued at $350,000. Prior and unrelated to his appointment as acting CFO, he was granted a special cash retention award in August 2016, which paid out in March 2017.

27

Other Policies, Practices and Guidelines

Executive Stock Ownership Guidelines

Consistent with our compensation philosophy of tying a significant portion of the total compensation to performance, our executive compensation program facilitates and encourages long-term ownership of Perrigo stock. Our stock ownership guidelines reinforce that philosophy by requiring executive officers to maintain specific levels of stock ownership.

Each executive officer is required to attain certain target levels of stock ownership. These ownership guidelines are expressed in terms of a multiple of base salary. The current ownership guidelines are as follows:

For purposes of determining an executive officer’s stock ownership, at least fifty percent (50%) must consist of (i) shares purchased on the open market, (ii) shares owned jointly with a spouse and/or children, (iii) shares acquired through the exercise of stock options or vesting of restricted shares or restricted stock units, or (iv) shares held through the Perrigo Company Profit-Sharing and Investment Plan. The balance of an executive officer’s stock ownership may be satisfied through (a) unvested but earned performance-based restricted stock shares or restricted share units that have not been forfeited, and (b) unvested service-based restricted shares or restricted share units that have not been forfeited.

Until each executive officer attains the applicable target stock ownership level, he or she is required to retain a stated percentage of shares received through our incentive plans, including shares obtained through the exercise of stock options, vesting of restricted shares, payout of performance shares and any other vehicle through which the individual acquires shares. At any time that an executive’s direct stock ownership is below the required levels set forth above, (i) with respect to restricted shares and units, he/she is restricted from selling more than 50% of the net shares received following the vesting of any service-based or performance-based restricted shares or restricted share units under any of the Company’s compensation plans, and (ii) with respect to stock options, he or she is restricted from selling more than 50% of the net value received upon the exercise of any stock option (i.e. after the cost of the option and taxes are remitted), such that at least 50% of the net value received upon the exercise of any stock option must be converted to directly owned shares. In these cases, however, the participants must still adhere to the retention requirements with respect to the remaining shares.

As of the end of 2017, all of our executive officers, including our named executive officers, were in compliance with these guidelines.

Clawback Policy

Our grant documents include a claw-back provision that allows Perrigo to recover incentive compensation paid to an executive if Perrigo’s financial results are later restated due to the individual’s misconduct, including, without limitation, fraud or knowing illegal conduct.

Anti-Hedging and Anti-Pledging Policy

In August 2016, the Board of Directors amended the insider trading policy. As amended, the policy, which already prohibited executive officers and directors from trading in options, warrants, puts and

28

calls or similar instruments on Perrigo securities and holding Perrigo securities in margin accounts, also prohibits executive officers and directors from pledging Perrigo securities as collateral for a loan. In addition, the amended policy prohibits our directors and all employees, including executive officers, from selling Perrigo securities “short,” engaging in “short sales against the box,” and entering into hedging or monetization transactions or similar arrangements with respect to Perrigo securities.

Compensation Risk Assessment

At the Committee’s request, FW Cook, the Committee’s independent consultant, conducted an assessment of Perrigo’s compensation policies and practices for 2017 to determine whether any practices might encourage excessive risk taking on the part of executives. This assessment included a review of Perrigo’s pay philosophy, competitive position, annual incentive arrangements (including broad-based incentive plans) and long-term incentive arrangements (including stock option, restricted stock unit and performance share unit design) as well as potential mitigating factors such as stock ownership requirements, caps on incentive plan payouts, and recoupment policies.

After considering FW Cook’s assessment, the Committee concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and are not designed in such a way to encourage executives and employees to take unnecessary risks that would be reasonably likely to have a material adverse effect on Perrigo.

Based on our program and the assessment review from FW Cook, the Committee determined that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Perrigo.

Benefits and Perquisites

Retirement Benefits. We offer retirement benefit plans to provide financial security and to facilitate employees’ saving for their retirement. We make annual contributions under our Profit Sharing Plan for employees, including the executive officers. We also make matching contributions up to the limits as defined in the applicable regulations under our 401(k) Plan to certain of our employees, including the named executive officers.

Executive Perquisites. We provide a limited number of perquisites to our named executive officers. Benefits and perquisites may include supplemental long-term disability insurance premiums, executive physical exams, and financial counseling/tax advice.

Non-Qualified Deferred Compensation Plan. We maintain a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) that allows certain executives, including the named executive officers, and other management level personnel to voluntarily elect to defer base salary and earned annual incentive awards. Under that plan, we provide annual profit-sharing contributions and matching contributions that cannot be provided under Perrigo’s Profit-Sharing and Investment Plan (the “Tax-Qualified Plan”) because of the limitations of Sections 415 and 401(a)(17) of the Code. Code Section 415 limits the total annual additions to a participant’s account under the Tax-Qualified Plan to a specified dollar amount, currently $54,000. Code Section 401(a)(17) limits total compensation that can be considered under the Tax-Qualified Plan. This limit is currently $270,000. Due to these limits, certain Perrigo employees would not receive profit-sharing contributions and matching contributions under the Tax-Qualified Plan on their full compensation. Therefore, we provide affected employees who contribute to the Deferred Compensation Plan, including the named executive officers, a company

29

match and a profit sharing contribution under the Deferred Compensation Plan that they would have been eligible for under the Tax-Qualified Plan but for the limitations under the Code.

Employment Agreements (Severance Benefits)

We typically do not enter into employment agreements with our executives other than our CEO. Based on Mr. Hendrickson’s promotion to CEO during 2016, we entered into an employment agreement with him. The key compensation terms of this agreement are summarized below. Post-employment payments under the CEO’s employment agreement are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 36.

In addition, based on Sharon Kochan’s move to Israel during 2016, and based on Israeli law, we entered into an employment contract with him. The key compensation terms of Mr. Kochan’s agreement are summarized below.

In January 2018, we entered into an employment agreement with Uwe Roehrhoff in connection with his appointment as President and CEO.

All other executives are subject to our general severance policy in the event of termination other than for cause and not in connection with a change in control. Under this policy, executives terminated without cause would receive 52 weeks of base salary, a 52-week waiver of COBRA premiums, a pro-rata bonus payment and can elect career transition assistance up to a maximum of $25,000.

Mr. Hendrickson

Mr. Hendrickson’s employment agreement became effective on August 3, 2016. Consistent with our emphasis on performance-based pay, the majority of Mr. Hendrickson’s annual compensation is stock-based with the ultimate value realized based on Perrigo’s stock price performance. In accordance with his employment agreement, Mr. Hendrickson’s compensation includes: a base salary; participation in the MIB Plan; annual grants of stock options and PSUs; and participation in Perrigo’s other employee benefit plans.

The employment agreement provided for an initial term of three years, subject to automatic renewal thereafter for one-year periods unless either party provides 180 days’ prior notice of non-renewal. The agreement contained customary confidentiality obligations, non-competition restrictions for two years from the date of termination of his employment and non-solicitation restrictions for two years from the date of termination of his employment.

If Mr. Hendrickson were involuntarily terminated by us without cause or voluntarily terminated for good reason (as defined in the agreement), he would receive cash severance benefits and continued vesting of certain stock based awards. The circumstances under which severance benefits are triggered and the resulting payouts are generally consistent with market practices.

In connection with the announcement that Mr. Hendrickson would be stepping down as CEO, we entered into an amendment to Mr. Hendrickson’s employment agreement on June 5, 2017 to ensure management continuity in a critical turnaround year. Mr. Hendrickson agreed to remain with the Company until his successor commenced employment, and for up to 60 days thereafter to assist in the transition (the “Transition Date”). The amendment provided that if Mr. Hendrickson remained employed through the Transition Date, he would be deemed to have been terminated without cause and would receive the separation payments and benefits to which he was otherwise entitled, which remained unchanged from his prior agreement.

30

Mr. Kochan

Mr. Kochan’s employment agreement became effective on September 1, 2016. In accordance with his employment agreement, Mr. Kochan’s compensation currently includes a base salary; participation in the MIB Plan; and annual grants under the LTI Plan.

The employment agreement has an indefinite term and will continue unless either party provides 18 months’ prior notice of termination. The agreement contains non-disclosure restrictions for three years from the date of termination of his employment and non-competition and non-solicitation restrictions for six months from the date of termination of his employment.

Further details regarding potential payments under Mr. Hendrickson’s and Mr. Kochan’s agreements upon a termination of employment, including following a change in control, are presented in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 36.

Summary Compensation Table

The following table summarizes the compensation of our named executive officers for 2017, 2016, the 2015 Stub Period and fiscal year 2015.

1) Represents the full grant date fair value of stock awards granted in the years shown, calculated in accordance with U.S. GAAP. Stock awards include service-based restricted stock units and performance-based restricted stock units. For the performance-based stock awards, the amounts reported were valued using the closing market price of our ordinary shares on the date of grant assuming payout at target performance of 100% (the probable outcome of the relevant performance conditions as of the grant date). See the Grants of Plan-Based Awards for 2017 table for additional information regarding the full grant date fair value for all stock awards.

31

2) Represents the full grant date fair value of stock options granted in the fiscal years shown, calculated in accordance with U.S. GAAP. Stock options were valued using the Black-Scholes model. Additional weighted average valuation assumptions related to option awards are included in the stockholders’ equity note of the audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2017, December 31, 2016 and June 27, 2015. No stock options were granted during the 2015 Stub Period.

3) The compensation amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the Management Incentive Bonus earned for the relevant fiscal year/stub period as described in the Compensation Discussion and Analysis section entitled Elements of Compensation – Annual Incentive Award Opportunities.

4) Ms. Brown ceased to be the CFO and Mr. Winowiecki was appointed as acting CFO in February 2017.

5) The following table discloses the compensation amounts set forth in the “All Other Compensation” column of the Summary Compensation Table.

1) Represents an allowance for tax/financial planning services. Employees are also eligible to receive a reimbursement to cover applicable taxes when they work out of their home state and encounter double taxation in states and localities where they would not be eligible to receive a credit for such taxes when filing their tax returns in their home state. For Mr. Kochan, represents the value of a company car, $66,044, and Education Fund, $41,730, as provided in accordance with local policy.

2) Represents the Company’s contributions to 401(k) and Profit-Sharing Plans. For Mr. Kochan represents employer contribution to pension plan of $88,078 and $8,234 to the 401(k) plan.

3) Represents executive long-term disability plan premiums paid by the Company.

4) Paid in Israeli Shekels and converted to U.S. dollars based on foreign currency exchange rates on the last business day of the fiscal year.

6) Represents a retention award of $66,968 and a promotion award of $50,000.

7) One-time cash bonus awarded for recognizing key contributions related to Mylan’s hostile takeover attempt.

8) Any amounts paid in Israeli Shekels were converted to U.S. dollars based on foreign currency exchange rates on the last business day of the respective fiscal year.

32

Grants of Plan-Based Awards for 2017

The following table provides information regarding equity and non-equity awards granted to the named executive officers during 2017.

1) Actual date of grant.

2) Date on which the Remuneration Committee approved the award.

3) These columns show the dollar range of potential payout for fiscal 2017 performance under the Management Incentive Bonus Plan as described in the section titled 2017 Executive Compensation Program in Detail in the Compensation Discussion and Analysis. The target values are based on a percentage of each executive’s salary. The maximum incentive award opportunity for any individual participant was 200% of the target award. In addition, the Remuneration Committee, or the Board in the case of the CEO, had the discretion to adjust any named executive officer’s award up by as much as 50% or down by as much as 100% based on individual performance. The actual payments for fiscal 2017 non-equity incentive awards are shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation”.

4) These columns show the range of performance-based restricted stock units that were granted in fiscal 2017 and that could be earned in fiscal 2020 under the LTIP, depending on whether specific performance goals are achieved in each of the three applicable performance periods, as described in the section titled 2017 Executive Compensation Program in Detail – Long-term Incentive Award Opportunities in the Compensation Discussion and Analysis. Earned awards, if any, can range from 0% to 200% of the target grant. The U.S. GAAP value of the 2017 fiscal performance-based restricted stock units granted on June 6, 2017 was $70.34 per share. These awards, to the extent earned, vest three years from the grant date.

5) This column shows the service-based restricted stock units granted to Mr. Winowiecki as a promotional award during fiscal year 2017. This promotion grant vests 50% on July 21, 2018 and 50% on July 21, 2019.

6) This column shows the non-qualified stock options granted during 2017 fiscal year under the LTIP as described in the section titled 2017 Executive Compensation Program in Detail –Long-term Incentive Award Opportunities in the Compensation Discussion and Analysis. The Black-Scholes value of the 2017 fiscal year non-qualified stock options granted on June 6, 2017 was $19.503 per option. Annual awards vest ratably over three years beginning on the first anniversary of the grant date.

7) Amounts are computed in accordance with U.S. GAAP and are included in the Summary Compensation Table in the applicable columns titled “Stock Awards” and “Option Awards.” For performance-based restricted stock units, the amounts disclosed are computed based on a target performance of 100%, which is the probable outcome of the relevant performance conditions as of the grant date.

8) Prorated target based on 40% of last salary as Senior Vice President and 75% of the salary as acting CFO.

9) Grant of rTSR performance-based restricted stock units.

10) Grant of ROTC performance-based restricted stock units.

11) Ms. Brown ceased to be the CFO and Mr. Winowiecki was appointed as acting CFO in February 2017.

33

Outstanding Equity Awards at 2017 Year End

The following table sets forth information detailing the outstanding equity awards held at December 31, 2017 by each of our named executive officers, other than Ms. Brown who held no equity awards as of that date.

1) For better understanding of this table, this column has been added to show the grant date of all stock options and equity awards outstanding at fiscal year end.

2) All stock option awards vest one-third per year over three years beginning on the anniversary of the grant.

3) The market value of these unvested awards was calculated using the closing price of our ordinary shares as of December 29, 2017, which was $87.16.

4) Performance-based restricted stock units are earned and vest, if at all, three years from the grant date, depending on our performance over a two and a half year period for the fiscal 2015 grant and three full years for the fiscal 2016 and 2017 grants, as more fully described in the section entitled 2017 Executive Compensation Program in Detail – Long-Term Incentive Award Opportunities in the Compensation Discussion and Analysis. As of December 31, 2017, the number of unearned units for the 2015 award was calculated using vesting credits of 68%, 0% and 173% for 2015, 2016 and 2017, respectively; the number of unearned units for the 2016 award was calculated using vesting credits of 0% and 173% for 2016 and 2017, respectively, and assuming 100% for 2018; the number of unearned units for the 2017 award was calculated using vesting credits of 173% for 2017, and assuming 100% for 2018 and 2019.

5) Service-based restricted stock units cliff vest on the fifth anniversary of the grant date.

6) Service-based restricted stock units cliff vest on the third anniversary of the grant date.

7) Service-based restricted stock units cliff vest 50% on each of the third and fifth anniversaries of the grant date.

8) Service-based restricted stock units cliff vest 50% on each of the first and second anniversaries of the grant date.

34

Option Exercises and Stock Vested in 2017

The following table provides information for each named executive officer concerning the exercise of stock options and the vesting of restricted stock during 2017.

1) Represents service-based restricted stock and units and performance-based restricted stock units issued under the LTIP.

2) The value realized on vesting was calculated using the closing price of Perrigo shares on the day the awards vested.

Non-Qualified Deferred Compensation in 2017

The Deferred Compensation Plan allows participants to defer as much as 80% of base salary and 100% of incentive compensation. Participation in the plan is limited to the executive officers (including the named executive officers) and other management level personnel. Amounts deferred under the Deferred Compensation Plan earn a return based on measurement funds made available to participants, which are determined by the Retirement Plan Committee. These measurement funds mirror the investment choices available in our 401(k) Plan, with the exception of Company stock, which is not an investment option in the Deferred Compensation Plan. Participants elect the form and timing of distributions of their Deferred Compensation Plan deferrals prior to the year in which it is deferred. Participants may change their distribution elections, however, changes must be made 12 months in advance and are subject to a five year delay. Participants may elect in-service distributions to be paid in a lump sum up to five annual installments; in-service deferrals must remain in the Deferred Compensation Plan for at least three years prior to distribution. Participants may elect to receive their retirement/termination distributions in a lump sum or annual installments (up to 15 years) upon separation from service. If a participant’s in-service distribution was not paid prior to a separation from service, the in-service distribution will be paid according to their retirement/termination distribution election. All participants with an account balance subject to Section 409A of the Internal Revenue Code may not begin receiving retirement/termination distributions earlier than the first day of the seventh month following a separation from service.

35

The following table sets forth information relating to the Deferred Compensation Plan.

1) Of the total amounts shown in this column, the following amounts are included in the Summary Compensation Table as 2017 salary: Mr. Hendrickson, $90,000; Mr. Kingma, $10,527; Mr. Needham, $25,375 and Ms. Brown, $9,860; and the following additional amounts are included for 2017 in the Summary Compensation Table in the column entitled Non-Equity Incentive Plan Compensation: Mr. Winowiecki, $8,635 and Mr. Needham $8,500.

2) These amounts are included in the Summary Compensation Table as All Other Compensation.

3) In addition to the amounts in footnote 1, this column includes the following amounts included in the Summary Compensation Table in the columns entitled (i) Salary (for fiscal year 2016): Mr. Hendrickson, $243,156; Mr. Kingma, $10,450; Mr. Needham, $25,281; Mr. Kochan, $83,366; and Ms. Brown, $39,098; (ii) Non-Equity Incentive Plan Compensation (for fiscal year 2016): Mr. Hendrickson, $52,746; Mr. Winowiecki, $5,963; Mr. Kingma, $23,920; Mr. Needham, $6,014; Mr. Kochan, $22,108; and Ms. Brown, $20,455; (iii) Salary (for the 2015 stub period): Mr. Hendrickson, $55,075; Mr. Kingma, $5,035; Mr. Kochan, $36,473; Mr. Needham, $12,400; and Ms. Brown, $18,758; (iv) Non-Equity Incentive Plan Compensation (for the 2015 stub period): Mr. Hendrickson, $88,774; Mr. Winowiecki, $15,391; Mr. Kingma, $58,962; Mr. Kochan, $55,902; Mr. Needham, $14,056; and Ms. Brown, $50,396; (v) Salary (for fiscal year 2015): Mr. Hendrickson, $89,600; Mr. Kingma, $9,960; Mr. Kochan, $59,352; Mr. Needham, $23,826; and Ms. Brown, $25,980; (vi) Non-Equity Incentive Plan Compensation (for fiscal year 2015): Mr. Hendrickson, $106,131; Mr. Winowiecki, $13,743; Mr. Kingma, $40,178; Mr. Kochan, $24,366; Mr. Needham, $11,856; and Ms. Brown, $40,000.

Potential Payments Upon Termination or Change in Control

All of our current named executive officers participate in our MIB Plan, LTI Plan, and our Deferred Compensation Plan. In addition, all of our current named executive officers, other than Mr. Hendrickson and Mr. Kochan, are covered by our U.S. Severance Policy and our Change in Control Severance Policy for U.S. Employees. These plans and policies may require us to provide compensation to these officers in the event of a termination of employment or a change-in-control of Perrigo. Mr. Hendrickson’s agreement provided that he would receive compensation under his employment agreement in the event of a termination of employment or a change-in-control of Perrigo; however, any severance benefits payable under that agreement will only occur in the event of a termination of employment that, when following a change-in-control of Perrigo, results in a “double trigger” for severance benefits. Mr. Kochan also would receive compensation under his employment agreement in the event of a termination of employment or a change-in-control of Perrigo. Upon termination of employment, Mr. Kochan would receive severance benefits payable under the agreement; however, if a change-in-control of Perrigo is followed by the termination of his employment, resulting in a “double trigger”, Mr. Kochan would receive enhanced severance benefits. The Remuneration Committee retains discretion to provide, and in the past has provided, additional benefits to executive officers upon termination or resignation if it determines the circumstances so warrant.

The following table sets forth the expected benefits to be received by each current named executive officer, in addition to the amounts shown in the Non-Qualified Deferred Compensation in 2017 table on page 36 in the event of his or her termination resulting from various scenarios and assuming a termination date of December 29, 2017, the last business day of 2017, and a stock price of $87.16 our

36

closing stock price on that date. Assumptions and explanations of the numbers included in the table below are set forth in the footnotes to, and in additional text following, the table. Ms. Brown received no severance benefits or payments upon her departure from the Company.