Common use of Dividend Record Dates Clause in Contracts

Dividend Record Dates. The February 15, May 15, August 15 and November 15 immediately preceding the next dividend payment date Dividend Payment Dates: March 1, June 1, September 1 and December 1 of each year, commencing on June 1, 2015 and to, and including, the mandatory conversion date Dividend Period: The period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period will commence on and include the issue date of the Mandatory Convertible Preferred Shares and will end on and exclude the June 1, 2015 dividend payment date Initial Price: $288.00, which equals the per share public offering price of the ordinary shares in the Ordinary Shares Offering Threshold Appreciation Price: $352.80, which represents an appreciation of 22.50% over the initial price Acquisition Termination Redemption: Within ten Business Days following the earlier of (a) the date on which the Merger Agreement is terminated or if Actavis plc determines in its reasonable judgment that the Acquisition will not occur and (b) 5:00 p.m. (New York City time) on November 30, 2015, if the Acquisition has not closed on or prior to such time on such date, Actavis plc may, at its option, give notice of acquisition termination redemption to the holders of the Mandatory Convertible Preferred Shares. If Actavis plc provides such notice, then, on the acquisition termination redemption date specified in such notice, Actavis plc will be required to redeem the Mandatory Convertible Preferred Shares, in whole but not in part, at a redemption amount per Mandatory Convertible Preferred Share equal to the acquisition termination make-whole amount described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The acquisition termination make-whole amount will be payable in cash, or in certain instances at the election of Actavis plc, in ordinary shares or a combination of cash and ordinary shares, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Mandatory Conversion Date: March 1, 2018 Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Mandatory Convertible Preferred Share will be not more than 3.4722 ordinary shares (the “maximum conversion rate”) and not less than 2.8345 ordinary shares (the “minimum conversion rate”), depending on the applicable market value of ordinary shares and subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The “applicable market value” of ordinary shares is the average VWAP per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date The conversion rate will be calculated as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement and the following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Greater than $352.80 (which is the threshold appreciation price) 2.8345 shares (approximately equal to $1,000.00 divided by the threshold appreciation price) Equal to or less than $352.80 but greater than or equal to $288.00 Between 2.8345 and 3.4722 shares, determined by dividing $1,000.00 by the applicable market value of ordinary shares Less than $288.00 (which is the initial price) 3.4722 shares (approximately equal to $1,000.00 divided by the initial price) Conversion at the Option of the Holder: At any time prior to March 1, 2018, other than during a fundamental change conversion period, holders of the Mandatory Convertible Preferred Shares may elect to convert their Mandatory Convertible Preferred Shares in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the minimum conversion rate of 2.8345 ordinary shares per Mandatory Convertible Preferred Share (“early conversion”) as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The minimum conversion rate is subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount: If a fundamental change (as defined in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to March 1, 2018, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the “fundamental change conversion rate” during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “fundamental change effective date”) and ending on the date that is 20 calendar days after the fundamental change effective date (or, if earlier, the mandatory conversion date). The fundamental change conversion rate will be determined based on the fundamental change effective date and the price paid or deemed paid per ordinary share in the transaction resulting in such fundamental change (the “fundamental change share price”) Holders who convert their Mandatory Convertible Preferred Shares within the fundamental change conversion period will also receive: (1) a “fundamental change dividend make-whole amount”, in cash or in ordinary shares or any combination thereof, equal to the present value (computed using a discount rate of 2.75% per annum) of all remaining dividend payments on their Mandatory Convertible Preferred Shares (excluding any accumulated dividend amount (as defined in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement) and declared dividends for a dividend period during which the fundamental change effective date falls) from such fundamental change effective date to, but excluding, the mandatory conversion date. If Actavis plc elects to pay the fundamental change dividend make-whole amount in ordinary shares in lieu of cash, the number of ordinary shares to be delivered will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the fundamental change share price; and (2) to the extent that the accumulated dividend amount exists as of the fundamental change effective date, such accumulated dividend amount in cash or ordinary shares or any combination thereof, at the election of Actavis plc, upon conversion, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement

Dividend Record Dates. The February 15, May 15, August 15 and November 15 immediately preceding the next dividend payment date Dividend Payment Dates: March 1, June 1, September 1 and December 1 immediately preceding the relevant Dividend Payment Date. Dividend Payment Dates: March 15, June 15, September 15 and December 15 of each year, commencing on June 1December 15, 2015 2016 and toending on, and including, the mandatory conversion date Dividend Period: The period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period will commence on and include the issue date of the Mandatory Convertible Preferred Shares and will end on and exclude the June 1, 2015 dividend payment date Initial Price: $288.00, which equals the per share public offering price of the ordinary shares in the Ordinary Shares Offering Threshold Appreciation Price: $352.80, which represents an appreciation of 22.50% over the initial price Conversion Date. Acquisition Termination Redemption: Within ten Business Days business days following the earlier of (a) the date on which the Merger Agreement is terminated or if Actavis plc the date on which the Issuer determines in its reasonable judgment that the Acquisition Merger will not occur and (b) 5:00 p.m. (New York City time) on November 30, 20152017, if the Acquisition Merger has not closed on or prior to such time on such date, Actavis plc the Issuer may, at its option, in its sole discretion, give notice of an acquisition termination redemption to the all holders of the Mandatory Convertible Preferred SharesStock. If Actavis plc the Issuer provides such notice, then, on the acquisition termination redemption date specified (as defined in such noticethe Depositary Shares Preliminary Prospectus Supplement), Actavis plc the Issuer will be required to redeem the shares of Mandatory Convertible Preferred SharesStock, in whole but not in part, at a redemption amount price per share of Mandatory Convertible Preferred Share Stock equal to the acquisition termination make-whole amount described (as defined in the Mandatory Convertible Preferred Depositary Shares Preliminary Prospectus Supplement). The acquisition termination make-whole amount will be payable in cash, or in certain instances at If the election of Actavis plc, in ordinary Issuer redeems shares or a combination of cash and ordinary shares, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Mandatory Conversion Date: March 1, 2018 Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Mandatory Convertible Preferred Share will be not more than 3.4722 ordinary shares (the “maximum conversion rate”) and not less than 2.8345 ordinary shares (the “minimum conversion rate”), depending on the applicable market value of ordinary shares and subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The “applicable market value” of ordinary shares is the average VWAP per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date The conversion rate will be calculated as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement and the following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Greater than $352.80 (which is the threshold appreciation price) 2.8345 shares (approximately equal to $1,000.00 divided by the threshold appreciation price) Equal to or less than $352.80 but greater than or equal to $288.00 Between 2.8345 and 3.4722 shares, determined by dividing $1,000.00 by the applicable market value of ordinary shares Less than $288.00 (which is the initial price) 3.4722 shares (approximately equal to $1,000.00 divided by the initial price) Conversion at the Option of the Holder: At any time prior to March 1, 2018, other than during a fundamental change conversion period, holders of the Mandatory Convertible Preferred Shares may elect to convert their Mandatory Convertible Preferred Shares in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at Stock held by the minimum conversion rate of 2.8345 ordinary shares per Mandatory Convertible Preferred Share (“early conversion”) as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The minimum conversion rate is subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount: If a fundamental change bank depositary (as defined in the Mandatory Convertible Preferred Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to March 1, 2018, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares the bank depositary will redeem, on the acquisition termination redemption date, the Depositary Shares at the “fundamental change conversion rate” during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “fundamental change effective date”) and ending on the date that is 20 calendar days after the fundamental change effective date (or, if earlier, the mandatory conversion date). The fundamental change conversion rate will be determined based on the fundamental change effective date and the Depositary Shares redemption price paid or deemed paid per ordinary share in the transaction resulting in such fundamental change (the “fundamental change share price”) Holders who convert their Mandatory Convertible Preferred Shares within the fundamental change conversion period will also receive: (1) a “fundamental change dividend make-whole amount”, in cash or in ordinary shares or any combination thereof, equal to the present value (computed using a discount rate of 2.75% per annum) of all remaining dividend payments on their Mandatory Convertible Preferred Shares (excluding any accumulated dividend amount (as defined in the Mandatory Convertible Preferred Depositary Shares Preliminary Prospectus Supplement) and declared dividends for a dividend period during which the fundamental change effective date falls) from such fundamental change effective date to, but excluding, the mandatory conversion date). If Actavis plc elects to pay the fundamental change dividend make-whole amount in ordinary shares in lieu See “Description of cash, the number of ordinary shares to be delivered will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the fundamental change share price; and (2) to the extent that the accumulated dividend amount exists as of the fundamental change effective date, such accumulated dividend amount in cash or ordinary shares or any combination thereof, at the election of Actavis plc, upon conversion, as described in the Mandatory Convertible Preferred Stock — Acquisition Termination Redemption” and “Description of Depositary Shares — Redemption” in the Depositary Shares Preliminary Prospectus Supplement.

Dividend Record Dates. The February 15, May 15, August 15 and November 15 immediately preceding the next dividend payment date Dividend Payment Dates: March 1, June 1, September 1 and December 1 immediately preceding the relevant Dividend Payment Date. Dividend Payment Dates: March 15, June 15, September 15 and December 15 of each year, commencing on June 1December 15, 2015 and 2020 to, and including, the mandatory conversion date Dividend Period: The period from and including a dividend payment date to but excluding the next dividend payment dateSeptember 15, except that the initial dividend period will commence on and include the issue date of the Mandatory Convertible Preferred Shares and will end on and exclude the June 1, 2015 dividend payment date Initial Price: $288.00, which equals the per share public offering price of the ordinary shares in the Ordinary Shares Offering Threshold Appreciation Price: $352.80, which represents an appreciation of 22.50% over the initial price 2023. Acquisition Termination Redemption: Within ten Business Days following the earlier of (a) the date on which the Merger Agreement is terminated or if Actavis plc determines in its reasonable judgment that the Acquisition will not occur and (b) 5:00 p.m. (New York City time) on November 30, 2015, if If the Acquisition has not closed on or prior to such time on such dateMay 7, Actavis plc 2021 (or any later date corresponding to the Outside Termination Date as extended pursuant to the Merger Agreement or if the Merger Agreement is terminated or the Issuer determines, in its reasonable judgment, that the Acquisition will not occur, the Issuer may, at its option, give notice of an acquisition termination redemption to the holders of the Mandatory Convertible Preferred SharesStock. If Actavis plc the Issuer provides such notice, then, on the acquisition termination redemption date specified in such noticeAcquisition Termination Redemption Date, Actavis plc the Issuer will be required to redeem the shares of Mandatory Convertible Preferred SharesStock, in whole but not in part, at a redemption amount per share of Mandatory Convertible Preferred Share Stock equal to the acquisition termination makeAcquisition Termination Make-whole amount Whole Amount. If redeemed, the Issuer will pay the Acquisition Termination Make-Whole Amount in cash unless the Acquisition Termination Share Price exceeds the Initial Price (as defined below). If the Acquisition Termination Share Price exceeds the Initial Price, the Issuer will instead pay the Acquisition Termination Make-Whole Amount in shares of the Issuer’s common stock and cash, unless the Issuer elects, subject to certain limitations, to pay cash or deliver shares of common stock in lieu of these amounts as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The acquisition termination make-whole amount will be payable in cash, or in certain instances at the election See “Description of Actavis plc, in ordinary shares or a combination of cash and ordinary shares, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Mandatory Conversion Date: March 1, 2018 Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Mandatory Convertible Preferred Share will be not more than 3.4722 ordinary shares (the “maximum conversion rate”) and not less than 2.8345 ordinary shares (the “minimum conversion rate”), depending on the applicable market value of ordinary shares and subject to certain anti-dilution adjustments described Stock—Acquisition Termination Redemption” in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The “applicable market value” of ordinary shares is the average VWAP per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date The conversion rate will be calculated as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement and the following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Greater than $352.80 (which is the threshold appreciation price) 2.8345 shares (approximately equal to $1,000.00 divided by the threshold appreciation price) Equal to or less than $352.80 but greater than or equal to $288.00 Between 2.8345 and 3.4722 shares, determined by dividing $1,000.00 by the applicable market value of ordinary shares Less than $288.00 (which is the initial price) 3.4722 shares (approximately equal to $1,000.00 divided by the initial price) Conversion at the Option of the Holder: At any time prior to March 1, 2018, other than during a fundamental change conversion period, holders of the Mandatory Convertible Preferred Shares may elect to convert their Mandatory Convertible Preferred Shares in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the minimum conversion rate of 2.8345 ordinary shares per Mandatory Convertible Preferred Share (“early conversion”) as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The minimum conversion rate is subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount: If a fundamental change (as defined in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to March 1, 2018, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the “fundamental change conversion rate” during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “fundamental change effective date”) and ending on the date that is 20 calendar days after the fundamental change effective date (or, if earlier, the mandatory conversion date). The fundamental change conversion rate will be determined based on the fundamental change effective date and the price paid or deemed paid per ordinary share in the transaction resulting in such fundamental change (the “fundamental change share price”) Holders who convert their Mandatory Convertible Preferred Shares within the fundamental change conversion period will also receive: (1) a “fundamental change dividend make-whole amount”, in cash or in ordinary shares or any combination thereof, equal to the present value (computed using a discount rate of 2.75% per annum) of all remaining dividend payments on their Mandatory Convertible Preferred Shares (excluding any accumulated dividend amount (as defined in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement) and declared dividends for a dividend period during which the fundamental change effective date falls) from such fundamental change effective date to, but excluding, the mandatory conversion date. If Actavis plc elects to pay the fundamental change dividend make-whole amount in ordinary shares in lieu of cash, the number of ordinary shares to be delivered will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the fundamental change share price; and (2) to the extent that the accumulated dividend amount exists as of the fundamental change effective date, such accumulated dividend amount in cash or ordinary shares or any combination thereof, at the election of Actavis plc, upon conversion, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement.

Dividend Record Dates. The February 15January 1, May 15April 1, August 15 and November 15 July 1 or October 1 immediately preceding the next dividend payment date relevant Dividend Payment Date. Dividend Payment Dates: March 1January 15, June 1April 15, September 1 July 15 and December 1 October 15 of each year, commencing on June 1April 15, 2015 2019 and toending on, and including, the mandatory conversion date Dividend Period: The period from and including a dividend payment date to but excluding the next dividend payment dateJanuary 15, except that the initial dividend period will commence on and include the issue date of the Mandatory Convertible Preferred Shares and will end on and exclude the June 1, 2015 dividend payment date Initial Price: $288.00, which equals the per share public offering price of the ordinary shares in the Ordinary Shares Offering Threshold Appreciation Price: $352.80, which represents an appreciation of 22.50% over the initial price 2022. Acquisition Termination Redemption: Within ten Business Days following If the earlier of (a) Auto Care Acquisition has not closed at or prior to 5:00 p.m., New York City time, on July 31, 2019, if the date on which the Merger Auto Care Acquisition Agreement is terminated any time prior to July 31, 2019 or if Actavis plc the Issuer’s board of directors determines in its reasonable good faith judgment that the Auto Care Acquisition will not occur and (b) 5:00 p.m. (New York City time) on November 30, 2015, if the Acquisition has not closed on or prior to such time on such dateJuly 31, Actavis plc 2019, it may, at its option, give notice of an acquisition termination redemption to the holders of the shares of Mandatory Convertible Preferred SharesStock. If Actavis plc the Issuer provides such notice, then, on the acquisition termination redemption date specified Acquisition Termination Redemption Date (as defined in such noticethe Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement), Actavis plc the Issuer will be required to redeem the Mandatory Convertible Preferred SharesStock, in whole but not in part, at a redemption amount per Mandatory Convertible Preferred Share equal to the acquisition termination make-whole amount described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The acquisition termination make-whole amount will be payable in cash, or in certain instances at the election of Actavis plc, in ordinary shares or a combination of cash and ordinary shares, as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Mandatory Conversion Date: March 1, 2018 Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Mandatory Convertible Preferred Share will be not more than 3.4722 ordinary shares (the “maximum conversion rate”) and not less than 2.8345 ordinary shares (the “minimum conversion rate”), depending on the applicable market value of ordinary shares and subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The “applicable market value” of ordinary shares is the average VWAP per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date The conversion rate will be calculated as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement and the following table illustrates the conversion rate per Mandatory Convertible Preferred Share, subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Greater than $352.80 (which is the threshold appreciation price) 2.8345 shares (approximately equal to $1,000.00 divided by the threshold appreciation price) Equal to or less than $352.80 but greater than or equal to $288.00 Between 2.8345 and 3.4722 shares, determined by dividing $1,000.00 by the applicable market value of ordinary shares Less than $288.00 (which is the initial price) 3.4722 shares (approximately equal to $1,000.00 divided by the initial price) Conversion at the Option of the Holder: At any time prior to March 1, 2018, other than during a fundamental change conversion period, holders of the Mandatory Convertible Preferred Shares may elect Stock equal to convert their Mandatory Convertible Preferred Shares in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the minimum conversion rate of 2.8345 ordinary shares per Mandatory Convertible Preferred Share (“early conversion”) as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement. The minimum conversion rate is subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Acquisition Termination Make-whole Amount: If a fundamental change Amount (as defined in the Mandatory Convertible Preferred Shares Stock Preliminary Prospectus Supplement) occurs on or prior to March 1, 2018, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part (but in no event less than one Mandatory Convertible Preferred Share), into ordinary shares at the “fundamental change conversion rate” during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “fundamental change effective date”) and ending on the date that is 20 calendar days after the fundamental change effective date (or, if earlier, the mandatory conversion date). The fundamental change conversion rate Issuer will be determined based on pay the fundamental change effective date and the price paid or deemed paid per ordinary share in the transaction resulting in such fundamental change (the “fundamental change share price”) Holders who convert their Mandatory Convertible Preferred Shares within the fundamental change conversion period will also receive: (1) a “fundamental change dividend makeAcquisition Termination Make-whole amount”, Amount in cash or in ordinary shares or any combination thereof, equal to unless the present value (computed using a discount rate of 2.75% per annum) of all remaining dividend payments on their Mandatory Convertible Preferred Shares (excluding any accumulated dividend amount Acquisition Termination Share Price (as defined in the Mandatory Convertible Preferred Shares Stock Preliminary Prospectus Supplement) is greater than the Initial Price (as defined below), in which case the Issuer will instead pay the Acquisition Termination Make-whole Amount in shares of Common Stock and declared dividends for a dividend period during which cash; provided, that the fundamental change effective date falls) from such fundamental change effective date toIssuer may elect, but excludingsubject to certain limitations, the mandatory conversion date. If Actavis plc elects to pay the fundamental change dividend make-whole amount in ordinary cash or deliver shares of Common Stock in lieu of cash, the number of ordinary shares to be delivered will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the fundamental change share price; and (2) to the extent that the accumulated dividend amount exists as of the fundamental change effective date, such accumulated dividend amount in cash or ordinary shares or any combination thereof, at the election of Actavis plc, upon conversion, these amounts as described in the Mandatory Convertible Preferred Shares Stock Preliminary Prospectus Supplement. See “Description of Mandatory Convertible Preferred Stock—Acquisition Termination Redemption” in the Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Dividend Record Dates. The February December 15, May March 15, August June 15 and November September 15 immediately preceding the next dividend payment date date. Dividend Payment Dates: March January 1, June April 1, September July 1 and December October 1 of each year, commencing on June October 1, 2015 2013 and to, and including, the mandatory conversion date date. Dividend Period: The period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period will commence on and include the issue date of the Mandatory Convertible Preferred Preference Shares and will end on and exclude the June October 1, 2015 2013 dividend payment date Initial Price: $288.00, which equals the per share public offering price of the ordinary shares in the Ordinary Shares Offering Threshold Appreciation Price: $352.80, which represents an appreciation of 22.50% over the initial price date. Acquisition Termination Redemption: Within ten Business Days business days following the earlier of (a) the date on which the Merger Agreement is terminated or if Actavis plc determines in its reasonable judgment that the an Acquisition will not occur Termination Event occurs and (b) 5:00 p.m. (New York City time) on November 30December 20, 20152013, if the Acquisition has not closed on or prior to such time on such date, Actavis plc may, the Company at its option, give option may mail a notice of acquisition termination redemption Acquisition Termination Redemption to the holders of the Mandatory Convertible Preferred Preference Shares. If Actavis plc provides such notice, thenthe Company mails a notice of Acquisition Termination Redemption, on the acquisition termination redemption Acquisition Termination Redemption date specified in such notice, Actavis plc the Company will be required to redeem the Mandatory Convertible Preferred Preference Shares, in whole but not in part, at a redemption amount per Mandatory Convertible Preferred Share equal to for the acquisition termination makeAcquisition Termination Make-whole amount Amount described in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement. The acquisition termination makeAcquisition Redemption Make-whole amount Whole Amount will be payable in cash, or in certain instances at the election of Actavis plcCompany’s election, in ordinary shares cash or Common Shares or a combination of cash and ordinary shares, as described or Common Shares. See “Description of Mandatory Convertible Preference Shares—Acquisition Termination Redemption” in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement Supplement, as supplemented by the information set forth below under “Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount” and “Fundamental Change Conversion Rate”. Other than pursuant to an Acquisition Termination Redemption, the Mandatory Convertible Preference Shares will not be redeemable by the Company. Initial Price: $27.75, which equals the price at which the Company offered its Common Shares to the public in the Common Shares Offering. Threshold Appreciation Price: $33.30, which represents an appreciation of 20% over the initial price. Mandatory Conversion Date: March July 1, 2018 2016 (the “mandatory conversion date”) Conversion Rate: Upon conversion on the mandatory conversion date, the conversion rate for each Mandatory Convertible Preferred Preference Share will be not more than 3.4722 ordinary shares 1.8018 Common Shares (the “maximum conversion rate”) and not less than 2.8345 ordinary shares 1.5015 Common Shares (the “minimum conversion rate”), depending on the applicable market value (as defined in the Mandatory Convertible Preference Shares Preliminary Prospectus Supplement) of ordinary shares the Common Shares, as described below and subject to certain anti-dilution and other adjustments that are described in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement. The “applicable market value” of ordinary shares is the average VWAP per ordinary share over the 20 consecutive trading day period beginning on and including the 22nd scheduled trading day immediately preceding the mandatory conversion date The conversion rate will be calculated as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement and the following table illustrates the conversion rate per Mandatory Convertible Preferred Preference Share, subject to certain anti-dilution and other adjustments that are described in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement Supplement. Greater than $352.80 (which is the threshold appreciation price) 2.8345 shares (approximately equal to $1,000.00 divided by the threshold appreciation price) 33.30 1.5015 Common Shares Equal to or less than $352.80 33.30 but greater than or equal to $288.00 27.75 Between 2.8345 1.5015 and 3.4722 shares1.8018 Common Shares, determined by dividing $1,000.00 50.00 by the applicable market value of ordinary shares Less than $288.00 (which is the initial price) 3.4722 shares (approximately equal to $1,000.00 divided by the initial price) 27.75 1.8018 Common Shares Conversion at the Option of the Holder: At any time prior to March 1, 2018, other than during a fundamental change the mandatory conversion perioddate, holders of the Mandatory Convertible Preferred Shares may elect to convert their Mandatory Convertible Preferred Preference Shares in whole or in part (but in no event less than one Mandatory Convertible Preferred Preference Share), into ordinary shares ) at the minimum conversion rate of 2.8345 ordinary shares 1.5015 Common Shares per Mandatory Convertible Preferred Share (“early conversion”) as described in the Mandatory Convertible Preferred Shares Preliminary Prospectus SupplementPreference Share. The This minimum conversion rate is subject to certain anti-dilution adjustments described in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement adjustments. Conversion at the Option of the Holder Upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount: If a the Company is the subject of specified fundamental change changes (as defined in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement) occurs on or prior to March 1, 2018the mandatory conversion date, holders of the Mandatory Convertible Preferred Preference Shares will have the right to convert their Mandatory Convertible Preferred Preference Shares, in whole or in part (but in no event less than one Mandatory Convertible Preferred Share)part, into ordinary shares Common Shares at the “fundamental change conversion rate” during the period (the “fundamental change conversion period”) beginning on the effective date of such fundamental change (the “fundamental change effective date”) and ending on the date that is 20 calendar days after the fundamental change effective date (or, if earlier, the mandatory conversion date). The fundamental change conversion rate will be determined based on the fundamental change effective date of the transaction and the price paid or deemed paid per ordinary share in Common Share of the transaction resulting Company in such fundamental change transaction (the “fundamental change share price”) see table below). Holders who convert their Mandatory Convertible Preferred Preference Shares within the fundamental change conversion period that time frame will also receive: (1) a fundamental change dividend make-whole amount equal to the present value (calculated using a discount rate of 6.375% per annum) of all dividend payments on such shares (excluding any accumulated and unpaid dividends for any dividend period prior to the effective date of the fundamental change, including for the dividend period, if any, from the dividend payment date immediately preceding the effective date to but excluding the effective date (collectively, the “accumulated dividend amount”)) for all the remaining full dividend periods and for the partial dividend period from and including the effective date to but excluding the next dividend payment date (the “fundamental change dividend make-whole amount”, in cash or in ordinary shares or any combination thereof, equal to the present value (computed using a discount rate of 2.75% per annum) of all remaining dividend payments on their Mandatory Convertible Preferred Shares (excluding any accumulated dividend amount (as defined in the Mandatory Convertible Preferred Shares Preliminary Prospectus Supplement) and declared dividends for a dividend period during which the fundamental change effective date falls) from such fundamental change effective date to, but excluding, the mandatory conversion date. If Actavis plc elects to pay the fundamental change dividend make-whole amount in ordinary shares in lieu of cash, the number of ordinary shares to be delivered will equal (x) the fundamental change dividend make-whole amount divided by (y) the greater of the floor price and 97% of the fundamental change share price); and (2) to the extent that there is any accumulated dividend amount, the accumulated dividend amount exists as amount, in the case of clauses (1) and (2), subject to the fundamental change effective date, Company’s right to deliver Common Shares in lieu of all or part of such accumulated dividend amount in cash or ordinary shares or any combination thereof, at the election of Actavis plc, upon conversion, amounts as described in the Mandatory Convertible Preferred Preference Shares Preliminary Prospectus Supplement.