Mylan II B.V. PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

MYLAN N.V.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

This Proxy Statement relates to Mylan N.V. (the “Company” or “Mylan”) and its annual general meeting of shareholders. The Company has separately provided a proxy statement and related materials (the “EGM proxy materials”) for its extraordinary general meeting of shareholders (“EGM”) in connection with the proposed transaction pursuant to which the Company will combine with Pfizer Inc.’s Upjohn Business (the “Upjohn Business”) in a Reverse Morris Trust transaction (the “Combination”). Mylan shareholders are encouraged to read Mylan’s EGM proxy materials in connection with the Combination and EGM. Mylan ordinary shareholders who wish to vote in respect of the EGM must hold their Mylan ordinary shares as of the record date for the EGM. Mylan ordinary shareholders as of the record date will receive a single proxy card (for record holders) or a single voting instruction form (for beneficial owners) that sets forth the proposals to be voted on by Mylan shareholders at both the AGM and the EGM. The single proxy card and single voting instruction form supersede and replace the proxy card and voting instruction form, respectively, that were previously provided to Mylan shareholders in respect of the EGM in connection with such first mailing of the EGM proxy materials. Votes submitted using the proxy card (for record holders) or voting instruction form (for beneficial owners) distributed to Mylan shareholders on or about February 14, 2020 for the EGM (whether submitted prior to, on or after the record date) will not be counted. Please refer to Mylan’s EGM proxy materials for additional information about the Combination and EGM.

DEAR FELLOW SHAREHOLDERS,   We all remember events in our lifetime that have left a lasting impact on us as individuals, our communities and the world. TheCOVID-19 pandemic is one of those moments. While the pandemic has brought significant challenges that will profoundly impact the global community for years to come, we also are witnessing incredible examples of human ingenuity and compassion, the extraordinary talents and efforts of healthcare professionals around the world, and the critical importance of the pharmaceutical industry during these unprecedented times. For our part, we are committed to continuing to support public health efforts as the pandemic evolves, and I am extremely proud that, even as supply chains are challenged like never before, theone-of-a-kind global platform that we have built over the last decade has enabled us to continue delivering access to medicines around the world.   In these unprecedented circumstances, there has never been a more important time to have all hands on deck as we seek to protect the well-being of our colleagues while maintaining the supply of critical medicines for patients, support public health efforts, and take action to help ensure that Mylan remains in a position of financial strength.						Robert J. Coury   Executive Chairman

Given the extraordinary challenges resulting from the pandemic, as well as the continuing work associated with our proposed combination with Pfizer’s Upjohn business, the Mylan Board of Directors recently asked me to once again serve as executive chairman to help lead the Company-wide effort to respond to the pandemic and prepare the new company for the future, among other responsibilities. I am proud and honored to serve in this role, and to work together with Mylan’s management and the future Viatris management team as we continue to advance our mission and serve shareholder interests.

Unlocking Shareholder Value; Continuing our Path to Becoming Viatris

In August 2018, Mylan’s Board announced the formation of a Strategic Review Committee to evaluate a wide range of alternatives to unlock the true value of the Company’s diverse and durable global platform. After extensive analysis and consideration, in July of last year we announced a transaction with Pfizer to combine Mylan with Pfizer’s Upjohn business.

The transaction, which is subject to shareholder approval and other closing conditions, is the culmination of our strategic efforts and provides a unique opportunity to build a new and even more robust and integrated global healthcare platform – one that will be balanced between returning capital to shareholders and investing more in innovative segments of the industry’s value chain — while maintaining our core commitment to improving patient access to medicines around the world.

We believe that the combination will not only accelerate the expansion of our geographical reach and scale, but that it also will enhance our commercial and medical expertise and more rapidly broaden our product portfolio and future pipeline, particularly in key growth markets, including Asia Pacific region and other emerging markets.

We also believe that Viatris will create a new and unique Global Healthcare Gateway^™, which will more rapidly broaden our product portfolio and future pipeline by offering many other biotech and specialty pharma companies ready access to markets around the globe through our unmatched global infrastructure, making Viatris a partner of choice for players often facing challenges in utilizing multiple, local or regional partners.

We expect that Viatris, with its attractive financial profile and robust balance sheet, will deliver on its commitments through strong execution, rapidde-levering, and returning capital to shareholders by instituting a dividend policy for future shareholders following the first full quarter after the closing.

Efficient access to high quality, affordable medicine has never been more important, nor has the need for a new champion for global health. I firmly believe that Viatris, with its unique profile, will be recognized for being at the forefront of establishing a new kind of global pharmaceutical player designed for where the healthcare industry is going — not where it has been.

Our Continuing Commitment to Shareholders and Other Stakeholders

The Mylan Board of Directors remains firmly committed to serving the interests of shareholders and other stakeholders, and we welcome your feedback as a vital,on-going part of our annual board processes. The feedback we receive from shareholders helps shape boardroom conversations and informs our decision making. Over the past year, the Board and management have continued to actively engage with shareholders to understand their perspectives on key matters – and that engagement will continue both before and after the formation of Viatris.

In closing, although this will likely be the last proxy that we share with you as Mylan, I have never been more convinced of the power and promise of Mylan’s mission. Ensuring access to medicine by doing good while doing well has been at Mylan’s core from the Company’s beginning, and I want to recognize the tremendous dedication and talent of our global workforce and all of those who have been part of the Mylan family over the years.

On behalf of our Board of Directors, executive management team and employees around the world, we thank you for your continued support and confidence over the past five plus decades.

Sincerely,

Robert J. Coury

Executive Chairman of the Board

Mylan N.V.

A MESSAGE FROM OUR CEO

In addition, to ensure that our medicines continue to reach patients, we activated enhanced business continuity plans to minimize potential supply disruptions. We also leveraged our scientific and operational expertise to assist in additional ways, including ramping up manufacturing efforts for a potential treatment and other critical medications, releasing our marketing exclusivity on another potentially promising product, supporting other public health efforts, and donating to the World Health Organization’s SOLIDARITY mega trial. And, in Mylan’s long-standing tradition, we continue to support the many communities where we live and work during this unprecedented time. I encourage you to read more about our response to the pandemic in the pages ahead.

OurOn-Going Commitment to Serving the World’s 7 Billion People

Our ability to meet patient needs, especially now, is due to the commitment of our thousands of hardworking employees around the world. While operating a global platform with nearly 50 facilities, 7,500 products and 60,000 customers requires significant coordination and commitment under normal circumstances, maintaining operations in a pandemic environment requires truly extraordinary effort. I am humbled by the steadfast dedication and teamwork of my colleagues around the world in making that happen. On behalf of our entire leadership team, I would like to thank them for their continued commitment to delivering on our important mission, most especially during these globally challenging times.

Through the years, their efforts have helped to define Mylan’s purpose as an organization, as they have always been committed to responsible corporate citizenship in all aspects of our business. Mylan has a long and rich history of creating better health for a better world, and since 2019 represents what is expected to be the company’s last year of operations under the Mylan name, we believed it was important to chronicle at least some of that history in our latest Global Social Responsibility Report. I encourage you to read our report and see how Mylan has made an impact on those it represents, and on the world around us. We are proud to share those contributions and have also provided a summary in the pages ahead. I also believe that this work and commitment to achieving meaningful, lasting impacts will continue on within Viatris, the company that will be formed following Mylan’s proposed combination with Pfizer’s Upjohn business.

2019 Achievements

We also remain focused on continuing to serve the interests of shareholders and the importance of sustainable performance. For example, we generated $11.5 billion in revenue, $1.8 billion of net cash provided by operating activities, and $2.1 billion of adjusted free cash flow, and we delivered on our commitment to repay $1.1 billion of

debt in 2019. This performance was driven by strong results across all segments of the business, and highlights the durability and stability of the business, as well as our ability to withstand negative industry trends, including customer consolidation, pricing pressures and evolving regulatory landscapes. These strong 2019 results also are a testament to the commitment, dedication, and excellence of our global workforce, and reinforce the strength of our diverse portfolio, geographic reach and global commercial and operational scale.

You will see in the pages ahead numerous other 2019 achievements that have strengthened our business, enhanced future growth prospects, further secured our ability to withstand industry pressures and disruptions in individual markets, and enhanced sustainability for shareholders, patients, and other stakeholders.

I am firmly convinced that Mylan is well-positioned for long-term sustainability and outstanding performance. And I am equally convinced that Viatris will further enhance that sustainability and continue our mission and commitment to serving the interests of shareholders and other stakeholders.

Looking Ahead

For nearly three decades I have had the privilege of being part of this special company whose mission of access to medicine continues to stand the test of time. Delivering better health for a better world has never been more important, and I am proud to say that Mylan — and the future Viatris — are truly well-positioned to continue making a positive impact for many years to come.

Sincerely,

Heather Bresch

Chief Executive Officer

Mylan N.V.

PRELIMINARY – SUBJECT TO COMPLETION

NOTICE OF 2020

ANNUAL GENERAL MEETING OF SHAREHOLDERS

When:   Tuesday, June 30, 2020, [•] p.m., CEST

Where: [•]*

For important information concerning the AGM, voting and other matters, please refer to AppendixA-Questions and Answers, beginning on pageA-[•].

2020 Proxy Statement

Table of Contents

2020 Proxy Statement

Introduction

Please see page [•] for additional 2019 highlights.

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INTRODUCTION

Mylan — Built to Last

Our durable and differentiated business model.

Our deep understanding of the complexity of healthcare needs worldwide has allowed us to successfully reach patients in more than 165 countries and territories by providing a tremendous range of high-quality, affordable brand-name, generic and OTC products. The durability of our business model helps enable us to capitalize on opportunities and continue to innovate and expand access to medicine while withstanding industry and regulatory headwinds. In addition, durability means that Mylan’s shareholders and other stakeholders can expect us to continue to “do good” by expanding access to medicine, and “do well” by generating consistent financial results, including strong reliable cash flows capable of supporting ongoing investments in long-term growth. In 2019, Mylan’s stable and durable cash flow continued to generate strong results. For example, we generated $1.8 billion of net cash provided by operating activities and $2.1 billion of adjusted free cash flow, and delivered on our commitment to repay $1.1 billion of debt in 2019. These efforts differentiate and underscore the strength of Mylan’s business model and serve the interests of shareholders and other stakeholders.

Maximizing our ability to provide patient access to high quality, affordable medicine.

To further maximize our ability to meet patients’ diverse needs, in 2019 we continued to make advancements in our 10 therapeutic categories. We serve an industry leadership role in many of these areas, with each category containing not just one or two products, but often hundreds of products in a broad range of dosage forms, formulations and delivery systems that help physicians and patients tailor care for optimal treatment.

MYLAN’S THERAPEUTIC CATEGORIES*

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INTRODUCTION

Governance

It is with this backdrop summarizing our mission, the strength and breadth of our platform, and our commitment to good corporate governance that we invite you to carefully review the rest of this Proxy Statement. We trust that it will inform your decision to vote to support Mylan’s ongoing journey to make a lasting and positive difference in the world.

Note: This Proxy Statement relates to Mylan as a standalone company and its annual general meeting. Mylan has separately published proxy materials for its extraordinary general meeting in connection with the Combination (as defined in this Proxy Statement).

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Engagement and Sustainability

Shareholder Engagement

The Mylan Board believes in the value of, and remains committed to, robust shareholder engagement and dialogue to solicit feedback on key business, governance, and executive compensation topics, and to address other topics of importance to shareholders. We believe that our commitment to engagement, and our responsiveness to shareholder feedback, led to the strong support of ourSay-on-Pay vote in connection with the 2019 annual general meeting of shareholders (the “2019 AGM”), with approximately 88.6% of votes cast “for” the proposal. Since the 2019 AGM, we have continued our commitment to shareholder engagement and expanded our scope of engagement to also focus on the Combination.

Preparation and Assessment

In preparation for shareholder engagement following the 2019 AGM, the Board and management considered the voting results and indications of support for a shareholder proposal from the 2019 AGM, as well as trend and benchmarking data for executive compensation and corporate governance, among other topics. In addition, our investor relations and communications functions compiled the most frequent topics raised through ordinary course of business interactions with shareholders. We also considered input from various public forums and external advisers. These data points were reviewed by the Board and management to inform decisions and shareholder engagement sessions.

Scope

Our goal each year is to have a mutually productive ongoing dialogue with investors where we seek to solicit ongoing views and discuss perspectives on our business evolution, priorities and key developments.

After the 2019 AGM and through March 31, 2020, members of Mylan’s Board and management met or had dialogue with shareholders representing approximately 45% of our ordinary shares outstanding as of December 31, 2019, including approximately 65% of the ordinary shares held by our 50 largest shareholders as of such date.

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ENGAGEMENT AND SUSTAINABILITY

Shareholder Engagement

Mylan actively sought engagement with both investment professionals and portfolio stewardship professionals, among others, as part of the outreach program to ensure that diverse shareholder perspectives were considered.

In addition, Mylan has reached out to shareholders representing approximately 52% of our ordinary shares outstanding, including approximately 72% of the ordinary shares held by our 50 largest shareholders as of March 31, 2020, to offer additional engagement meetings/discussions during the second quarter of 2020. These meetings, which we expect to take place in early June, will likely include our Executive Chairman and four of our independent Directors, including the Lead Independent Director and the Chairs of the Audit, Compensation, Compliance, Finance, and Governance and Nominating Committees. As we have done in the past, we expect these meetings to include discussions exclusively with the independent Directors, without the Executive Chairman or other members of management present.

Themes from Shareholder Engagement

The shareholder engagement meetings held since the 2019 AGM covered various topics of interest to shareholders, including strategy, financial performance, corporate governance, the overall structure of our compensation program, and voting results at the 2019 AGM, as well as the Combination.

We received a range of feedback from shareholders, among which were several common themes:

Review

Feedback received during shareholder engagement sessions was discussed by the Board, or relevant committees of the Board, as appropriate. This feedback was considered when formulating our 2020 executive compensation program, as well as in developing a perspective on the potential governance structure of Viatris following the consummation of the Combination.

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ENGAGEMENT AND SUSTAINABILITY

Sustainability

Delivering Sustainable Value through Our Commitment to Positive Social Impact

Our mission is to provide the more than seven billion people in the world access to high quality medicine, and in 2019 we delivered ~62B doses of medicine across more than 165 countries and territories.

We believe that every person matters and deserves an opportunity to live a healthy life. Health has multiple social, environmental and economic determinants—affecting the ability to achieve positive health outcomes. At the same time, good health supports participation in education, work life and decision-making—critical linkages that have never been more apparent than now, as the world grapples with the life-altering impacts of theCOVID-19 pandemic. The need for passionate leadership and new ways of thinking and working together to deliver sustainable supplies of high-quality and affordable medicine is more critical than ever.

Mylan is committed to helping lead positive and sustained change in these challenging times and for the long term, especially as the world community seeks to define a new sense of normal and stability given theCOVID-19 pandemic. We will continue to leverage the skills of our people, the strengths of our portfolio, and the reach of our global footprint to deliver meaningful and lasting impact for patients and healthcare systems.

Our CEO receives regular updates on ESG matters through reports from our Head of Corporate Affairs and Head of Global Social Responsibility and other subject matter experts as needed. In addition, we have published an annual GSR Report since 2017.

Update on Access to Medicine

Ensuring Quality and Patient Safety in Processes and Products

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Sustainability

Engaging and Nurturing Our Workforce

Minimizing Our Impact on the Environment

Acting with Integrity and High Ethical Standards

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ENGAGEMENT AND SUSTAINABILITY

Sustainability

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ENGAGEMENT AND SUSTAINABILITY

Sustainability

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Voting Item 1 – Appointment of Directors

Mylan’s Board consists of 13 directors, each of whom is either an executive director or anon-executive director pursuant to applicable Dutch law. Executive directors are responsible for the daily management and operation of the Company and, in addition to their critical strategic and oversight role,non-executive directors are responsible for overseeing the performance of the executive directors and management.

Consistent with established Dutch law and the Company’s Articles of Association, executive directors andnon-executive directors are appointed by the general meeting from a binding nomination proposed by Mylan’s Board. The proposed candidate specified in a binding nomination shall be appointed, provided that the requisite quorum is present or represented at the general meeting, unless the nomination is overruled by the general meeting (which would result if a majority of at leasttwo-thirds of the votes cast, representing more than half of the issued share capital, vote “against” the appointment of such director, with abstentions, “blank votes” and invalid votes not considered votes cast), in which case he or she will not be appointed. In such event, the Board may propose a new binding nomination to be submitted at a subsequent general meeting. If appointed, each director’s term begins at the general meeting at which he or she is appointed and, unless such director resigns or is suspended or dismissed at an earlier date, his or her term of office lapses immediately after the next annual general meeting held after his or her appointment.

In accordance with the recommendation of the Company’s Governance and Nominating Committee, the Board has unanimously adopted resolutions to make the following binding nominations:

The Board and the Governance and Nominating Committee have carefully considered, among other factors: the experience, structure, culture, diversity, operation, interactions, collaboration, and performance of the current Board; the talents, expertise, and contributions of individual directors; the long-term growth and creation of shareholder and other stakeholder value under the Board’s leadership; the continued evolution of the Company; the Board’s critical role in governance and continuing to develop and lead the strategic direction of the Company (including the announcement of the proposed Combination); the Board’s ability to respond to the continued change and disruption in the healthcare industry; anticipated future opportunities and challenges facing the Company; and the Board’s ongoing commitment to ensuring long-term sustainability to the benefit of shareholders and other stakeholders. The Board and the Governance and Nominating Committee also believe that, in particular during this period of the Company’s evolution and challenging industry conditions, fostering continuity on the Board by nominating all of our current directors forre-appointment will be instrumental to the ongoing execution of our mission and strategy as well as the delivery of sustainable long-term value to shareholders while also serving the interests of our other stakeholders. Based on these considerations, among others, Mylan’s Board recommends a vote“FOR” the appointment of each director.

Each of the proposed appointments is considered a separate voting item under Dutch law. Information concerning each of the 13 nominated directors is set forth below on pages [•] to [•]. Each nominee is currently on Mylan’s Board and each has consented to act as a director if appointed at the AGM. This Voting Item 1 comprises the “explanatory notes” to the agenda of the annual general meeting as referred to in Section 8.02(d) of Mylan’s Articles of Association.

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GOVERNANCE

Our Directors

Mylan’s Directors

Board Nominee Overview

Each of our 13 director nominees possesses the qualifications, experience, judgment, leadership, and business skills necessary to provide critical oversight to the Company in a complex and evolving healthcare environment.

The Board is highly diverse, reflecting its belief – as set forth in the Company’s Corporate Governance Principles and the Board’s diversity policy – that the qualifications of the directors should provide a wide mix of viewpoints, experience, knowledge and abilities, and that it is important for the Board to represent a diverse mix of nationalities, ages, gender, education, and professional backgrounds, among other characteristics.

The Board has four women (one of whom is our CEO) and three of our Board committees are chaired by women (Compensation; Governance and Nominating; and Finance). In 2019, Mylan was once again recognized by the prestigious Women’s Forum of New York for our level of gender diversity in the boardroom. Mylan also has three directors fromnon-U.S. backgrounds.

As discussed on pages [•] to [•], over the years, Mylan’s Board and Governance and Nominating Committee have implemented an orderly and methodical process relating to refreshment in seeking to combine the skills and experience of its long-standing members with the fresh perspectives, insights, skills and experiences of new ones.

The following chart highlights certain of the key skills and experience of our director nominees. Our director nominees also possess highly relevant additional skills, knowledge and experience, including in areas relating to medicine, compensation, and GSR, among others, that are not specifically represented on this chart.

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GOVERNANCE

Director Nominees

Key Director Nominee Qualifications Include:

CEO Experience:Directors with senior leadership experience at large and complex organizations provide the Board with a keen understanding of, among other areas, the high-level opportunities and challenges relevant to public companies, as well as their leadership needs and expectations.

Corporate Governance: Directors with public company oversight and corporate governance experience, such as service on public company boards and board committees, are skilled in the successful operation of board oversight and are cognizant of the impact that governance policies have on a public company. This experience helps provide Mylan with the structure to support strong Board and management accountability, transparency, and the protection of the interests of our shareholders and other stakeholders.

Finance:Directors with a strong understanding of finance and accounting are essential for the Board to oversee our global financial reporting, internal controls, and capital structure, among other matters.

Healthcare Industry:Directors withexperience in the healthcare industry – particularly in businesses that are directly related or relevant to Mylan’s operations – provide valuable perspectives to our Board and management team regarding a broad range of issues and opportunities facing the Company, including, among others, industry conditions, product R&D, supply chain, customers, and marketing.

Human Capital Management: Attracting, developing and retaining talent globally is crucial to all aspects of the Company’s business, success, and strategy. We continue to build an inclusive and diverse culture that inspires leadership and accountability and encourages innovation. Directors with experience in succession planning, company culture, and/or employee engagement (among other relevant areas) help to ensure that the Company’s culture reflects our mission and values.

Global Business Experience: Mylan has operations and facilities around the world and, as such, benefits from directors who have experience working for companies with multinational reach and who provide insight on unique opportunities, challenges, and requirements associated with working across international markets.

Legal and Regulatory Oversight: We operate in an industry that is closely scrutinized and highly regulated. Directors who have experience navigating challenges associated with this environment provide valuable insight to our Board and management team in their efforts to protect the interests of the Company, shareholders, and other stakeholders.

Public Company Management: Directors who have experience in management at public companies provide valuable expertise on managing interests held among diverse stakeholders, including shareholders.

Risk Oversight/Compliance: Pharmaceutical companies face a variety of complex opportunities, risks, and compliance challenges. Directors who have experience monitoring and creating plans to address risk provide important insights that assist our Board and management in ensuring the long-term sustainability of our business.

Strategy and M&A: Mylan’s directors are responsible for developing the Company’s successful differentiated strategy, both organically and through strategic and opportunistic acquisitions.

The following pages provide additional background information on each of our director nominees. In addition, you will find symbols representing key nominee statistics applicable to each director set forth in his or her biography.

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

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GOVERNANCE

Director Nominees

Each nominee listed above, other than Mr. Korman, Mr. Mark, Ms. van der Meer Mohr and Mr. Vollebregt, was a director of Mylan Inc. on February 27, 2015, the date on which Mylan N.V. completed the acquisition of Mylan Inc. and the EPD Business (the “EPD Business Acquisition”) and became a director of Mylan N.V. following that transaction.

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Board Information

Director Independence

Mylan’s Board has determined that Judge Cindrich, Ms. Dillon, Mr. Dimick, Ms. Higgins, Mr. Korman, Mr. Mark, Mr. Parrish, Ms. van der Meer Mohr, Dr. Vanderveen and Mr. Vollebregt are independent directors under the applicable NASDAQ listing standards. In making these determinations, the Board considered, with respect to Mr. Korman’s independence, (a) Mr. Korman’s past employment by Mylan Inc. and his prior consulting services for Mylan Inc. until July 1, 2015 and (b) that his son had a paid internship with a Mylan subsidiary during the summer of 2019. With respect to Mr. Mark, the Board considered his prior service as a partner at Deloitte, Mylan’s independent registered public accounting firm. The Board determined that any such arrangements, transactions or relationships would not interfere with the exercise of independent judgment by either Mr. Korman or Mr. Mark in carrying out his respective responsibilities as a director of Mylan.

Mr. Coury, Ms. Bresch and Mr. Malik are not independent directors under applicable NASDAQ listing standards.

Allnon-executive directors of Mylan’s Board other than Mr. Coury are considered to be independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code (the “DCGC”).

How Our Board Governs and Is Governed

Board Structure

Mylan operates in a complex environment involving global scientific, manufacturing, supply chain, and commercial platforms; evolving commercial, regulatory, pricing, and supply chain dynamics; and intense and often differing regulations, healthcare systems, and governmental and regulatory scrutiny, among numerous other aspects impacting our business and performance. The Board has a proven expertise in developing and overseeing strategies in the context of this complex environment that have resulted in the creation of a unique, durable, and sustainable global platform that serves the interests of shareholders and other stakeholders. The Board has a deep understanding of the management team and the culture within the Company, our business and global platform, the healthcare systems in which we operate, and the opportunities and challenges facing the Company around the world. The collective experience and expertise of our directors has enabled the Board to effectively guide and oversee the management team as we navigate the ongoing, complex, and often unpredictable developments that continue to impact the industry.

Each year the Mylan Board elects one of its members as the Chairman of the Board. Since May 2009, Mr. Coury has served as the Chairman of the Board of Mylan Inc. and, after Mylan Inc.’s reincorporation in the Netherlands in 2015, Mylan N.V. During 2019, Mr. Coury served as non-executive Chairman and, effective as of April 15, 2020, he now serves as Executive Chairman. Mr. Coury’s primary responsibilities include the overall leadership and strategic direction of Mylan; coordination of the activities of the Board; providing guidance to Mylan’s CEO and senior management; oversight and key involvement in talent management; communication with shareholders and other important constituencies; government and health policy; strategic business development; mergers and acquisitions; responsibilities of the Chairman as specified in the Board Rules; leadership and strategic direction in navigating the unique challenges posed to the Company and the pharmaceutical industry by theCOVID-19 pandemic; and oversight of work related to the Combination, including leading planning for the integration of the Mylan and Upjohn Business management teams.

Mr. Parrish has served as Lead Independent Director and Vice Chairman of the Board since 2017. Among the responsibilities of the Lead Independent Director are calling and presiding over meetings of the independent directors, consulting with the Executive Chairman and approving Board schedules, agendas, and information sent to the Board, and serving as a contact person for shareholders and other stakeholders.

Recognizing the opportunities and challenges referenced above, and given the steady and successful leadership of the Board during these evolving and unpredictable times, the Board has determined that its current leadership structure – Mr. Coury as Executive Chairman, Mr. Parrish as Lead Independent Director and Vice Chairman, Ms. Bresch as CEO, and a strong, independent majority of directors – enables it to best oversee and empower the management team and is optimal for Mylan and its shareholders and other stakeholders.

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GOVERNANCE

Board Information

The Board’s current structure enables it to continue to provide robust and highly effective oversight and direction based on, among other factors:

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Board Information

Meetings of Mylan’s Board

Mylan’s Board met five times in 2019 and conducted multiple additional informational sessions (where Board members received updates on ongoing events related to the Company from the Chairman (now, the Executive Chairman) and management). In addition to meetings of the Board, directors attended meetings of individual Board committees of which they were members. Each of the directors attended at least 75% of the aggregate of Mylan’s Board meetings and meetings of committees of which they were a member during the periods for which they served in 2019. Directors are expected to attend the annual general meeting of shareholders of Mylan where practicable. All members of the Board attended the 2019 AGM.

As noted, Mark W. Parrish has served as Vice Chairman and Lead Independent Director of Mylan’s Board since August 2017. Mylan’s Corporate Governance Principles require the independent directors of the Board to meet in executive session fromtime-to-time, and at least twice annually, without any members of management present. During 2019, the independent directors of the Board met four times in executive session, with Mr. Parrish presiding at each such executive session.

Mylan’s Board Committees

The standing committees of Mylan’s Board are the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, the Risk Oversight Committee, and the Science and Technology Committee. Each committee operates under a written charter, a current copy of which, along with our Articles of Association, Board Rules, and Corporate Governance Principles, is available on Mylan’s website atwww.mylan.com/en/about-mylan/corporate-governance.

All members of the Audit, Compensation, Compliance, Finance, Governance and Nominating, and Risk Oversight Committees are independent directors, as defined in the applicable NASDAQ listing standards, applicable Securities and Exchange Commission (“SEC”) rules and the DCGC. Mylan’s Board has determined that each member of the Audit Committee – Mr. Dimick, Ms. Dillon, Ms. Higgins, Mr. Mark and Mr. Parrish – is an “audit committee financial expert,” as that term is defined in the rules of the SEC. Board approval of any director appointment to the Audit, Compensation, Compliance, Governance and Nominating, and Risk Oversight Committees must include at least a majority of the independent directors, as defined in the applicable NASDAQ listing standards.

In addition, on August 8, 2018, Mylan’s Board announced the formation of a newnon-standing committee, the Strategic Review Committee, to evaluate a wide range of alternatives to unlock the true value of the Company’sone-of-a-kind platform. The Strategic Review Committee consisted entirely of independent directors and was led by the Lead Independent Director. Following Board approval of the Combination, the Strategic Review Committee was dissolved in July 2019.

Information about each of the standing committees is provided on the following pages, and page [●] provides an additional discussion of committee responsibilities in relation to risk oversight.

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GOVERNANCE

Board Information

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Board Information

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GOVERNANCE

Board Information

Setting and Overseeing Strategy

The Board actively discusses and determines the Company’s strategy and continues to focus on those strategies designed to ensure the continued durability and sustainability of the Company, while creating long-term value for our shareholders and serving the interests of other stakeholders.

The Board regularly and extensively reviews strategies to support the long-term growth and sustainability of the Company, including conducting multiple days of focused strategy discussions in 2019, and considers and evaluates, among other matters, the ongoing development of our unique and powerful global platform, market opportunities and challenges, the complex and often unpredictable changes impacting healthcare systems around the world, and the interests of shareholders and other stakeholders. The Board’s strategic planning, under the leadership and vision of our Executive Chairman, has led to the creation of a diversified and differentiated portfolio that is not reliant on a single market or product, resulting in stable and durable cash flows despite challenging, and often unpredictable, market conditions.

Mr. Coury is responsible for, among other things, leading the development of our strategy. His leadership as Chairman and now as Executive Chairman is unique and critically important to the Company, and he brings to his role extensive knowledge of the Company’s history, management, platforms, and businesses around the world as well as the global healthcare industry more generally. Mr. Coury has played a key role in identifying and leading the Board in the consideration of various strategic opportunities, an especially important task in today’s challenging environment, and his vision and insight have been instrumental in making the Combination a possibility, including through his critical role in the negotiation of the transaction and his continued leadership and direction following signing.

On August 8, 2018, Mylan’s Board announced the formation of a new committee, the Strategic Review Committee, to evaluate a wide range of alternatives to unlock the true value of the Company’s one-of-a-kind platform. The Strategic Review Committee consisted entirely of independent directors and was led by the Lead Independent Director.

In connection with the work of the Executive Chairman, together with the Strategic Review Committee and the overall Board’s strategic planning and efforts to create long-term value for shareholders while serving the interests of other stakeholders, we announced the Combination on July 29, 2019. We expect that Viatris, the new company that will be formed pursuant to the Combination, will transform and accelerate the ability of the Mylan business and the Upjohn Business to serve patients’ needs and expand their respective capabilities across more than 165 markets by bringing together two highly complementary businesses. Mylan brings a diverse portfolio across many geographies and key therapeutic areas, such as central nervous system and anesthesia, infectious disease and cardiovascular, as well as a robust pipeline, high-quality manufacturing, and supply chain excellence. The Upjohn Business brings trusted iconic brands, such as Lipitor (atorvastatin calcium), Celebrex (celecoxib) and Viagra (sildenafil), and proven commercialization capabilities, including leadership positions in China and other emerging markets.

The Combination will also allow Viatris to meaningfully expand the geographic reach of Mylan’s existing broad product portfolio and future pipeline – including significant investments that have been made across complex generics and biosimilars – into new growth markets where the Upjohn Business has existing sales infrastructure and local market expertise.

Once the transaction closes, we expect that Viatris, with its attractive financial profile and robust balance sheet, will immediately begin delivering on its commitments through strong execution, rapid de-levering, and returning capital to shareholders by instituting a dividend policy for future shareholders following the first full quarter after the closing.

The Board expects that this continued advancement of its strategy will further drive a sustainable, diverse and differentiated portfolio of prescription medicines, complex generics, OTC products and biosimilars supported by commercial and regulatory expertise, established infrastructure,best-in-class R&D capabilities, and high-quality manufacturing and supply chain excellence.

The Board is committed to maintaining a dialogue with shareholders to ensure that they understand our differentiated strategy and business model and have an opportunity to discuss and engage on a broad range of topics, including the proposed Combination. The Board also reviews the implementation of our strategy at the annual general meeting of shareholders and provides attendees the opportunity to discuss our annual Dutch board report and the accompanying financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”).

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GOVERNANCE

Risk Oversight

Risk Oversight

Mylan, similar to other pharmaceutical companies, operates in a complex and rapidly changing environment that involves many potential risks. In addition to general market, R&D, and economic risks, the Company faces potential risks related to its industry; information technology and cybersecurity; data privacy; financial controls and reporting; legal, regulatory and compliance requirements and developments; finances and taxation; the global nature of our operations; environment and social responsibility; and product portfolio and commercialization, among others. As a company committed to operating ethically and with integrity, we proactively seek to manage and, where possible, mitigate risks to help ensure compliance with applicable rules and regulations, maintain integrity and continuity in our operations and business, and protect our assets. Risk management is an enterprise-wide objective subject to oversight by the Board and its committees.

It is the responsibility of Mylan’s management and employees to implement and administer risk management processes and to identify material risks to our business. In addition, management must assess, manage and monitor those risks, all while maintaining flexibility in how we operate. To further embed risk management and compliance into our culture, Mylan implements relevant policies and procedures and extensively trains employees on how to implement and comply with them. All of our committees have regular access to management and other levels within the Company, and our Board and committees also meet without members of management present.

Mylan’s Board, in turn, directly or through its committees, oversees management’s implementation of risk management processes and controls. The Board has approved a Code of Business Conduct and Ethics and other related policies, and the Board and its committees rigorously review with management actual and potential significant risks at least quarterly.

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GOVERNANCE

Succession Planning

Board Education

Mylan’s Board or individual members participate in director educational seminars, conferences and other director education programs presented by external and internal resources, on matters that may relate to, among other topics: compensation, governance, board process, risk oversight, business, industry, audit and accounting, credit and financial, regulatory and other current issues. Directors also may elect to attend additional third-party educational events. The Company reimburses the directors for costs associated with any seminars and conferences, including travel expenses.

How Our Directors Are Selected and Evaluated

Consideration of Director Nominees

For purposes of identifying individuals qualified to become members of the Board, and consistent with the Company’s Corporate Governance Principles, the Governance and Nominating Committee considers the following general criteria, among others, in nominating director candidates. These criteria reflect the traits, abilities, and experience that the Board considers in determining candidates for election:

In addition to the criteria set forth above, and any others the Governance and Nominating Committee or Mylan’s Board may consider, a majority of the Board’s members must be “independent”, as that term may be defined fromtime-to-time by the applicable NASDAQ listing standards, including that an independent director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

As needed, the Governance and Nominating Committee may identify new potential director nominees by, among other means, requesting current directors, executive officers, and external advisors to notify it if they become aware of persons meeting the criteria described above who would be suitable candidates for service on Mylan’s Board. The Committee also may, as needed, engage one or more firms that specialize in identifying director candidates. The Governance and Nominating Committee also may consider candidates recommended by shareholders in accordance with the procedures outlined in the question titled, “How do I nominate a candidate for director to Mylan’s Board?” onpage A-[•]. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder.

As appropriate, the Governance and Nominating Committee will review publicly available information regarding a potential candidate, request information from the candidate, review the candidate’s experience and qualifications, including in light of any other candidates the Governance and Nominating Committee might be considering, and conduct, together with other members of Mylan’s Board, one or more interviews with the candidate. Governance and Nominating Committee members or their designees also may contact one or more references provided by the candidate or may contact other members of the business community or persons who have first-hand knowledge of the candidate’s talents and experience. The Board has also adopted a diversity policy with respect to Board composition, considering characteristics such as nationality, age, gender, education and professional background, among others.

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GOVERNANCE

Succession Planning

Board Refreshment

Mylan’s Board, with the support of the Governance and Nominating Committee, maintains an orderly, robust process for Board refreshment and succession that is aimed at maintaining an appropriate balance with respect to the expertise, experience, and diversity on the Board. Mylan’s Board and Governance and Nominating Committee evaluate Board composition with respect to, among other matters, director independence, skills, experience, expertise, diversity, and other factors to ensure that the Board remains well-qualified to provide effective oversight of the Company and management. The Board and the Governance and Nominating Committee consider Mylan’s strategy, performance, operations, relevant industry and market conditions, and current and anticipated needs in terms of particular areas of experience and expertise (e.g., risk oversight, industry, science), among many other factors, to inform these refreshment practices and decisions.

Mylan’s Board has undergone significant refreshment since 2013 by adding seven new directors, including a new director in 2019, two new directors in 2018 and one new director in 2017.

As we continue to evaluate Board composition, we also work to establish a pool of qualified potential candidates to support our continued refreshment efforts.

The Board has also remained focused on committee composition and refreshment. Mr. Mark joined the Audit Committee and Finance Committee in August 2019 and Ms. Higgins joined the Executive Committee in February 2020.

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GOVERNANCE

Certain Relationships and Related Transactions

Certain Relationships and Related Transactions

Based on a review of the transactions between Mylan and its directors and executive officers, their immediate family members, and their affiliated entities, Mylan has determined that since the beginning of 2019, it was a party to the following transactions in which the amount involved exceeded $120,000 and in which any of Mylan’s directors, executive officers, or greater than five percent shareholders, or any of their immediate family members or affiliates, have or had a direct or indirect material interest:

As previously disclosed, Mylan has engaged The Coury Firm LLC (together with its predecessors, “TCF”), the principals of which are brothers and a son of Robert J. Coury, Executive Chairman, to provide certain services to Mylan. TCF is beneficially owned by brothers and trusts on behalf of brothers and children of Mr. Coury. TCF is in the business of providing strategic corporate benefits advice and services, among others. Since approximately 1995, TCF and, in the past, other affiliated entities of TCF, have served as the broker in connection with several of the Company’s employee benefit programs. Effective January 1, 2018, Mylan extended its previous contract with TCF for an additional three year period on substantially the same terms as its prior arrangement, which included a fixed base fee of $37,500 per month to be paid by Mylan to TCF, corresponding to the term of agreements negotiated with certain benefit plan carriers and capping payments over that time period. However, where required by law, TCF will continue to receive commissions directly from certain other benefit plan carriers, and in 2019 and early 2020, received payments totaling approximately $250,000 in commissions for these services directly from the insurance carriers (including payments for 2018 business paid in 2019).

As disclosed in previous proxy statements, based on the contractual terms of Mr. Coury’s 2011 Executive Employment Agreement, 2014 Executive Employment Agreement, and 2016 Letter Agreement, upon Mr. Coury’s conclusion of service as an executive with the Company in 2016, the Company was obligated to provide him with certain benefits that he had earned over his prior fifteen year tenure as an executive with the Company, which concluded in 2016. These included, at Mr. Coury’s election on an annual basis for three years, either personal use of the Company’s aircraft for up to 70 hours per year or a cash payment of up to approximately $1.5 million each year for unused time based on the contract formula. As noted, these terms were disclosed in prior proxy statements, and the aggregate value was included in the Summary Compensation Table of the Company’s Proxy Statement for the 2017 annual general meeting of shareholders (the “2017 Proxy Statement”). With respect to 2019, Mr. Coury used the aircraft for 66.9 personal hours. We believe that $1.5 million represents a fair estimate of the approximate dollar value of the transaction and of Mr. Coury’s interest in it. Although this transaction was previously disclosed, we are disclosing it again here, based on SEC rules, as Mr. Coury remains a related person due to his continued service with the Company (although his receipt of this benefit is not contingent on that service) and the benefit was provided by Mylan to Mr. Coury during 2019. Although the above-noted contractual obligation relating to post-employment personal use of the corporate aircraft expired in 2019, as a result of Mr. Coury’s on-going role with the Company, he will continue to have personal use of the corporate aircraft for security reasons.

Mr. Malik is an executive officer of the Company and is party to an employment agreement with Mylan Inc., which contains standard indemnification provisions. The Company has made payments to counsel to Mr. Malik of approximately $930,000 in 2019 and approximately $60,000 in 2020 for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters. The Company anticipates making additional payments of approximately $1.05 million in 2020 for ongoing services to be provided to Mr. Malik in connection with such matters. Mylan anticipates additional payment, repayment or advancement of these and other expenses during the pendency of these matters and anticipates that it will make payments for any such claims.

Daniel Gallagher, who was our chief legal officer and an executive officer until April 1, 2019, joined the law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) as a partner on September 3, 2019. The Company has retained WilmerHale in the ordinary course for various legal services starting in September 2019. The total amount of fees accrued by WilmerHale for work performed for the Company since such date was approximately $850,000 as of April 15, 2020. Mr. Gallagher has an indirect interest in those fees, although the approximate dollar value of his interest is less than $7,500. The Company anticipates that its retention of WilmerHale for legal services will continue, although we cannot predict the amount of future fees at this time.

Mylan has a written related party transactions policy that establishes guidelines for reviewing and approving, as appropriate, transactions involving any director, nominee for director, Section 16 Officer (as defined herein), person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and person known by the Company to be an immediate family member of any such person in which (1) the amount involved will or may be expected to exceed $100,000; (2) Mylan or an affiliate of Mylan is or will be a participant; and (3) any related party has or will have a direct or indirect material interest. The Board also annually reviews certain relationships and related party transactions as part of its assessment of each director’s independence.

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GOVERNANCE

Non-Employee Director Compensation

How Our Directors Are Compensated

Non-Employee Director Compensation for 2019

The following table sets forth information concerning the compensation earned by Mylan’snon-employee directors (each a“Non-Employee Director,” and, together, the“Non-Employee Directors”) for 2019. Directors who are employees of Mylan Inc. receive no compensation for their Board service. Because Mr. Coury wasnon-executive Chairman for all of 2019 and through April 15, 2020, when he was appointed Executive Chairman, he is included as aNon-Employee Director for purposes of the disclosure below because it relates to 2019. A discussion of the elements ofNon-Employee Director compensation follows the table.

In 2019, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to provide a market review of outside director compensation.

In 2019,Non-Employee Directors, other than Mr. Coury, each received a $100,000 annual retainer for their service on Mylan’s Board.Non-Employee Directors also were reimbursed for actual expenses relating to meeting attendance.

In 2019, theNon-Employee Directors also received the following additional fees for their service on Board committees, payable in each case in four equal quarterly installments(pro-rated for any partial quarter):

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GOVERNANCE

Non-Employee Director Compensation

In addition, in consideration of the significant time and effort expended by the members of thenon-standing Strategic Review Committee, Mr. Parrish, as Chair, received aone-time fee of $40,000, and each other member, Messrs. Dimick and Vollebregt and Mmes. Dillon and Higgins, received aone-time fee of $30,000. The Strategic Review Committee held eight meetings and also participated in additional informational sessions, including discussions with outside advisors.

As disclosed in the 2017 Proxy Statement (and in subsequent proxy statements), Mr. Coury did not receive theNon-Employee Director retainer and fees described above, and instead received a quarterly cash retainer of $450,000 and certain perquisites. On April 15, 2020, given the unprecedented current operating environment due to theCOVID-19 pandemic, the extensive ongoing activity and preparations required to close the Combination and to position Viatris for long-term success, as well as numerous other on-going initiatives underway, the Board determined that it was in the best interests of the Company for Mr. Coury to assume the position of Executive Chairman effective immediately. Mr. Coury’s responsibilities as Executive Chairman are described on page [•]. The Board and Mr. Coury agreed that he would assume the role of Executive Chairman for a base salary equivalent to the cash compensation he previously received for his services asnon-executive Chairman, and that any extension of his agreement or modification of the compensation and benefits contemplated by his employment agreement will either be determined by the Viatris Board of Directors, should the Combination close as anticipated, or by the Mylan Board if it does not. Consistent with Mylan’s policy of not providing 280G gross-ups in newly entered into agreements, Mr. Coury’s employment agreement contains a “best-net” provision in the event he would receive any “excess parachute payments” under Section 280G.

Non-Employee Directors are also eligible to receive stock options or other grants under Mylan’s Amended and Restated 2003 Long-Term Incentive Plan (the “Amended 2003 Plan”). In March 2019, eachNon-Employee Director, other than Messrs. Coury and Mark, was granted an option to purchase 4,352 ordinary shares at an exercise price of $27.45 per share, the closing price per share of Mylan’s ordinary shares on the date of grant, which option vested on March 2, 2020, and 6,011 RSUs, which also vested on March 2, 2020. In June 2019, upon election to the Board, Mr. Mark was granted an option to purchase 6,109 ordinary shares at an exercise price of $18.32 per share, the closing price per share of Mylan’s ordinary shares on the date of grant, which option vested on March 2, 2020, and 9,007 RSUs, which also vested on March 2, 2020. Mr. Coury did not receive any equity awards in 2019. As described in the 2017 Proxy Statement (and in subsequent disclosures), Mr. Coury received an award of 1,000,000 RSUs on June 24, 2016, 75% of which vested on the third anniversary of the date of grant, which was June 24, 2019, and 25% of which will vest on the fifth anniversary of the date of grant, or earlier upon certain cessations of Mr. Coury’s services as Chairman (whether in an executive ornon-executive capacity) or failure to be appointed to Mylan’s Board. The RSUs will continue to vest in accordance with their terms following Mr. Coury’s appointment as Executive Chairman. Directors also are eligible to receivetax-equalization payments for incremental tax liabilities, if any, incurred as a result of attendance at board meetings in the United Kingdom (“U.K.”).

Ordinary Share Ownership Requirements

Mylan’s Board has adopted ordinary share ownership requirements forNon-Employee Directors, requiring each to hold ordinary shares valued at three times their annual retainer as long as they remain on the Board. EachNon-Employee Director has five years from his or her initial election to the Board to achieve this requirement. The policy was adopted to further demonstrate alignment of directors’ interests with shareholders’ for the duration of their service. As of December 31, 2019, all requiredNon-Employee Directors, as well as Messrs. Korman and Vollebregt, satisfied this ownership requirement. Ms. van der Meer Mohr became a director on June 29, 2018 and is required to satisfy the ownership requirements by June 2023. Mr. Mark became a director on June 21, 2019 and is required to satisfy the ownership requirements by June 2024.

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Security Ownership

Security Ownership of Directors, Nominees and Executive Officers

The following table sets forth information regarding the beneficial ownership of ordinary shares of Mylan N.V. as of [•], 2020 by (i) Mylan N.V.’s directors, nominees and named executive officers (“NEOs”), and (ii) all directors, nominees and executive officers of Mylan N.V. as a group (based on [•] ordinary shares of Mylan N.V. outstanding as of such date). For purposes of this table, and in accordance with the rules of the SEC, shares are considered “beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares. A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of [•], 2020. To Mylan N.V.’s knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below. The address for each beneficial owner listed in the table below is c/o Mylan N.V., Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, England.

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SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners

The following table lists the names and addresses of shareholders known to management to own beneficially more than five percent of the ordinary shares of Mylan N.V. as of [•], 2020 (based on [•] ordinary shares of Mylan N.V. outstanding as of such date):

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Executive Officers

The names, ages, and positions of Mylan’s executive officers as of May 29, 2020 are as follows:

Executive Chairman - Mr. Coury has served as Executive Chairman since April 2020. Mr. Coury first was elected to Mylan’s Board in February 2002, having served since 1995 as a strategic advisor to the Company. He became the Board’s Vice Chairman shortly after his election and served as CEO from September 2002 until January 2012. He previously served as Executive Chairman from 2012 until he became non-executive Chairman in June 2016. Mr. Coury’s primary responsibilities include the overall leadership and strategic direction of Mylan; providing guidance to Mylan’s CEO and senior management; coordination of activities of the Mylan Board; oversight and key involvement in talent management; communication with shareholders and other important constituencies; government and health policy; strategic business development; mergers and acquisitions; responsibilities of the Chairman as specified in the Rules of the Board of Mylan N.V.; leadership and strategic direction in navigating the unique challenges posed to the Company and the pharmaceutical industry by the COVID-19 pandemic; and oversight of work related to the proposed Combination, including leading planning for the integration of the Mylan and Upjohn Business management teams. Additional details regarding Mr. Coury’s background can be found on page [•].

Chief Executive Officer - Ms. Bresch has served as Mylan’s CEO since January 1, 2012. She has executed on a strategy that has produced a sustainable organization that is built for long-term value creation. Among many other areas of focus, Ms. Bresch is leading a business transformation initiative to further enhance the long-term success and sustainability of the Company, and continues to lead the diversification of the Company in terms of products, markets and channels, a process proven to expand access to the medicines upon which patients depend, while generating durable cash flows that serve to enhance Mylan’s business and the interests of shareholders and other stakeholders.

Ms. Bresch is a recognized leader in the industry and a vocal champion of initiatives and policy changes aimed at removing access barriers. Among her policy priorities are increasing generic utilization, driving biosimilars interchangeability, stemming the tide of HIV/AIDS, ensuring a fair and level playing field, and strengthening the global supply chain to make it safer for all patients. Additional details regarding Ms. Bresch’s background can be found on page [●].

President -Mr. Malik has served as Mylan’s President since January 1, 2012. He has more than 37 years of experience in the pharmaceutical industry, with a unique combination of scientific, manufacturing, supply chain, and commercial expertise. He oversees theday-to-day operations of the Company, including commercial, scientific affairs, quality, manufacturing, supply chain, business development and information technology. Mr. Malik has been instrumental in, among other things, expanding and optimizing Mylan’s product portfolio, leveraging Mylan’s global R&D capabilities, and expanding Mylan’s presence in emerging markets. Additional details regarding Mr. Malik’s background can be found on page [●].

Mr. Coury, Ms. Bresch and Mr. Malik are also members of Mylan’s Board.

Chief Financial Officer -Mr. Parks has served as Chief Financial Officer since June 2016. Mr. Parks is responsible for all of our global finance functions, including accounting and control, financial planning and analysis, investor relations, treasury and tax. He also leads our Global Integrated Services organization, which centralizes the management of transaction-intensive Finance, Human Relations, Information Technology and other activities to drive scale, efficiency and consistency. In addition, Mr. Parks heads up Global Data and Strategic Analytics, which provides actionable insights to our leaders as well as analytics solutions to our broader business. Mr. Parks

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EXECUTIVE OFFICERS

previously served as chief financial officer for WESCO International, Inc. (“WESCO”), a leading provider of electrical, industrial and communication products, from June 2012 to May 2016, where he led all aspects of the finance function at WESCO. From June 2012 to December 2013, Mr. Parks also served as a vice president, and starting in January 2014, he served as senior vice president. Prior to joining WESCO, Mr. Parks spent the majority of his career at United Technologies Corporation (“UTC”) in a variety of U.S. and international finance roles. He most recently served as vice president, finance, for the $7 billion UTC Fire & Security division from 2008 to February 2012. As previously disclosed, Mr. Parks has agreed to depart from Mylan upon the close of the Combination.

Chief Commercial Officer -Mr. Mauro has served as Chief Commercial Officer since January 2016. Mr. Mauro oversees all of Mylan’s commercial businesses around the world, and is responsible for leveraging Mylan’s diverse portfolio, pipeline and expansive commercial infrastructure to drive business growth across multiple markets and channels. Prior to 2016, Mr. Mauro served as President, North America since January 1, 2012. He served as President of Mylan Pharmaceuticals Inc. from 2009 through February 2013. In his 23 years at Mylan, Mr. Mauro also has held roles of increasing responsibility, including Chief Operating Officer for Mylan Pharmaceuticals ULC in Canada and Vice President of Strategic Development, North America, and Vice President of Sales, North America for Mylan.

Each executive officer listed above, other than Mr. Parks, was an executive officer of Mylan Inc. on February 27, 2015, the date on which Mylan N.V. completed the EPD Business Acquisition, and became an officer of Mylan N.V. on such date in connection with the EPD Business Acquisition.

Pursuant to the Board Rules, each officer holds office until his or her successor shall have been appointed, or until his or her death, resignation or removal.

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Voting Item 2 – Approval, on an Advisory Basis, of the Compensation of the Named Executive Officers of the Company

As required by Section 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Mylan’s shareholders have the opportunity to approve, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement in accordance with SEC rules, which we also have referred to herein as theSay-on-Pay vote.

Our executive compensation program is designed to incentivize the continued development of our durable business and shareholder value creation over the short- and long-term. Our program also aligns compensation with performance and shareholder and other stakeholder interests. Please see the Compensation Discussion and Analysis beginning on page [•] of this Proxy Statement for additional details, including information about the fiscal year 2019 compensation of our NEOs.

Given the leadership, dedication, and performance of Company executives, their proven ability to capitalize on opportunities and manage challenging market conditions, and the strong alignment between pay and performance in our compensation program, Mylan’s Board recommends that shareholders vote“FOR” the following resolution at the AGM:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed on pages [•] to [•] of Mylan’s Proxy Statement for the 2020 Annual General Meeting of Shareholders pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table and the other related tables and disclosure.”

Although advisory and not binding, the Compensation Committee and the Board will take into account the outcome of this vote when considering future compensation arrangements for Mylan’s executive officers should the Combination not close. We provide our shareholders with an advisorySay-on-Pay vote on an annual basis, and should the Combination not close prior to then, it is expected that the next such vote will occur at the 2021 Annual General Meeting of Shareholders (the “2021 AGM”).

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our NEOs for 2019.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview