UNITED STATES SECURITY 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. )1)

Check the appropriate box:

June 9, 20168, 2017 at 8:00 a.m. local time

Endo International plc

First Floor● Minerva House● Simmonscourt Road● Ballsbridge● Dublin 4, Ireland

endo.com

						Endo International plc is a globalhighly focused generics and specialty branded pharmaceutical company, focused on improving the lives of delivering quality medicines to patients while creating value.through excellence in development, manufacturing and commercialization.

Dear Fellow Endo International plc Shareholder:

It is my pleasure to invite you to the Annual General Meeting of Shareholders (the Annual Meeting) of Endo International plc (the Company), which will be held on June 9, 20168, 2017 at 8:00 a.m., local time, at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.

At the meeting, we will be electing by separate resolutions nine members of our Board of Directors, voting to approve the selection of PricewaterhouseCoopers LLP as our independent auditor and to authorize the Audit Committee of the Board of Directors to determine the auditors’ remuneration, conducting an advisory vote on the compensation of our named executive officers, voting to approve the amendment of the Company’s Memorandum of Association, voting to approve the amendment of the Company’s Articles of Association and voting to approve the amendment of the Company’s 2015 Stock Incentive Plan. voting:

During the Annual General Meeting, we will also review the Company’s 20152016 Irish statutory financial statements. In addition to these formal items of business, we will report on our Company’s performance.

We look forward to seeing you at the Annual General Meeting should you be able to attend.

Your vote is important. Whether you plan to attend the meetingAnnual Meeting or not, we encourage you to read this Proxy Statement and vote your shares. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual General Meeting and voting in person by ballot. You may revoke your proxy at any time before it is exercised as explained in this Proxy Statement.

Thank you for your continued interest in Endo.

Very truly yours,

RAJIV DE SILVAPAUL V. CAMPANELLI

President, and Chief Executive Officer and Director

Dublin, Ireland

April 28, 20162017

Endo International plc

Registered Office: First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland

Registered in Ireland: number—Number—534814

Directors: Roger Hartley Kimmel (USA), Rajiv Kanishka Liyanaarchchie De SilvaPaul Victor Campanelli (USA), Shane Martin Cooke (Ireland),

Arthur Joseph Higgins (USA), Nancy June Hutson (USA), Michael Hyatt (USA), Douglas Stephen Ingram (USA),

William Patrick Montague (USA),

Todd Benjamin Sisitsky (USA), Jill Deborah Smith (USA), William Frederick Spengler (USA).

TO BE HELD ON JUNE 9, 20168, 2017

8:00 a.m., Local Time

First Floor, Minerva House,

Simmonscourt Road, Ballsbridge, Dublin 4, Ireland

Notice is hereby given that the 20162017 Annual General Meeting of Shareholders (the Annual Meeting) of Endo International plc, an Irish public limited company, will be held on June 9, 20168, 2017 at 8:00 a.m., local time, at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.

The purposes of the meeting are:

These proposals, other than proposals (4), (5), and (5)(6), are ordinary resolutions requiring a simple majority of the votes cast at the meeting.Annual Meeting. Proposals (4)(5) and (5)(6) are special resolutions requiring the approval of 75% of the votes cast at the meeting. All proposals are more fully described in this proxy statement.Annual Meeting. Proposal (4) does not require a majority vote. Thesay-on-frequency vote that receives the greatest number of votes—every year, every two years or every three years—will be treated as the frequency approved by shareholders.

The Company’s Irish statutory financial statements for the fiscal year ended December 31, 2015,2016, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting. There is no requirement under Irish law that such statements be approved by the shareholders, and no such approval will be sought at the Annual Meeting. The Annual Meeting also will also include a review by the members of the Company’s affairs.

Only shareholders of record at the close of business on April 14, 201613, 2017 are entitled to notice of and to vote at the 20162017 Annual Meeting and any adjournment thereof.

This year, we have elected to furnish proxy materials to our shareholders electronically so that we can both provide our shareholders with the information they need and also reduce our costs of printing and delivery and the environmental impact of our Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual Meeting and voting in person by ballot, so that

whether you intend to be present at the Annual Meeting or not, your shares can be voted. Returning your proxy will not limit your rights to attend or vote at the Annual Meeting.

If you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder in the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please specify the name(s) and addressaddress(es) of such person(s) in the proxy card.

In addition to the above notice of the Annual General Meeting, the Board would like to draw your attention to the following notice concerning a proposed change to the Financial Reporting Standards used in the preparation of the financial statements of the ultimate holding company, Endo International plc.

Adoption of New Financial Reporting Standards

The Company prepares its stand-alone parent entity Irish statutory financial statements consistent with Irish generally accepted accounting principles (Irish GAAP). During the year ending December 31, 2015, Endo International plc adopted FRS 102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland”.

By orderOrder of the Board of Directors,

Orla Dunlea

Company Secretary

Dublin, Ireland

April 28, 20162017

Endo International plc

Registered Office: First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland

Registered in Ireland: number—Number—534814

Directors: Roger Hartley Kimmel (USA), Rajiv Kanishka Liyanaarchchie De SilvaPaul Victor Campanelli (USA), Shane Martin Cooke (Ireland), Arthur Joseph Higgins (USA),

Nancy June Hutson (USA), Michael Hyatt (USA), Douglas Stephen Ingram (USA),

William Patrick Montague (USA), Todd Benjamin Sisitsky (USA), Jill Deborah Smith (USA), William Frederick Spengler (USA).

Proxy Statement for 20162017 Annual General Meeting

of Shareholders

Table of Contents

General Information

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Endo International plc, an Irish public limited company, of proxies to be voted at our 20162017 Annual General Meeting or Annual Meeting(Annual Meeting) to be held on June 9, 2016,8, 2017, beginning at 8:00 a.m., local time. The Annual Meeting will be held at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.

In accordance with the rules of the U.S. Securities and Exchange Commission (SEC), we are furnishing our proxy materials (Proxy Statement for Annual Meeting, 20152016 Annual Report to Shareholders, 20152016 Endo International plc Form10-K and 20152016 Irish Statutory Financial Statements) by providing access to these materials electronically on the internet. As such, we are not mailing a printed copy of our proxy materials to each shareholder of record or beneficial owner, and our shareholders will not receive printed copies of the proxy materials unless they request this form of delivery. Printed copies will be provided upon request at no charge.

We are mailing a Notice of Meeting and Internet Availability of Proxy Materials (Notice of Internet Availability) to our shareholders on or about April 28, 2016.2017. This Notice of Internet Availability is being mailed in lieu of mailing the printed proxy materials and contains instructions for our shareholders as toon how they may: (1) access and review our proxy materials on the internet; (2) submit their proxy; and (3) receive printed proxy materials. Shareholders may request to receive printed proxy materials by mail or electronically bye-mail on an ongoing basis by following the instructions in the Notice of Internet Availability. We believe that providing future proxy materials electronically will enable us to save costs associated with printing and delivering the materials and reduce the environmental impact of our annual meetings. A request to receive proxy materials in printed form by mail or bye-mail will remain in effect until such time as the shareholder elects to terminate it.

Unless otherwise indicated or the context otherwise requires, references in this proxy statement to “Endo,” “the Company,the “Company,” “we,” “us,” and “our” refer to Endo International plc and its consolidated subsidiaries.

Annual General Meeting Admission

Shareholders must present a form of personal identification in order to be admitted to the Annual Meeting. For directions to the Annual Meeting, visitwww.endo.com/about-us/locations.locations.

No cameras, recording equipment or electronic devices will be permitted in the Annual Meeting.

Shareholders Entitled to Vote

Holders of ordinary shares at the close of business on April 14, 201613, 2017 (the record date), are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 222,660,743223,111,738 issued ordinary shares of Endo entitled to vote.

Each ordinary share is entitled to one vote on each matter properly brought before the Annual Meeting. Your proxy indicates the number of votes you have.

How to Vote if You Are a Shareholder of Record

Vote by Internet

If you choose to vote by internet, visitwww.proxyvote.com, enter the control number found on the Notice of Internet Availability and follow the steps outlined on the secure website.

Vote by Mail

You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. If you choose to vote by mail, simply complete your proxy card, date and sign it, and return it in the postage-paid envelope provided.

Deadline for Voting by Internet or by Mail

If you are a shareholder of record, you may vote by internet or by telephone until 11:59 PM U.S. Eastern Time on June 7, 2017.

If you are a beneficial owner of shares held through a bank or brokerage firm, please follow the voting instructions provided by your bank or brokerage firm.

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Vote at the Annual Meeting

Voting by internet or mail will not limit your right to vote at the Annual Meeting if you decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you execute your proxy but do not give voting instructions, the ordinary shares represented by that proxy will be voted FOR each ofas described below under the nominees for election as director, FOR the approval of the appointment of PricewaterhouseCoopers as the Company’s independent auditors for the year ending December 31, 2016section entitled “General Information on Voting and to authorize the Audit Committee of the Board of Directors to determine the auditors’ remuneration, FOR the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers, FOR the approval of the amendment of the Company’s Memorandum of Association, FOR the approval of the amendment of the Company’s Articles of Association and FOR the approval of the amendment of the Company’s 2015 Stock Incentive Plan.

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Electronic Access to Investor Information

General Information on Voting and Required Vote

You are entitled to cast one vote for each ordinary share of Endo you own on the record date. Provided that a quorum is present, (1) in order for a nomineethe following voting standards apply to be elected as a director, (2) the approval of the appointment of the Company’s independent auditor and the authorization of the Audit Committee of the Board of Directors to fix the auditors’ remuneration (3) the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers and (4) the approval of the amendment of the Company’s 2015 Stock Incentive Plan will each require the majority of the votes castmatters considered at the Annual Meeting in person or by proxy. Provided that a quorum is present, (1) the approval of the amendment of the Company’s Memorandum of Association and (2) the approval of the amendment of the Company’s Articles of Association will each require 75% of the votes cast at the Annual Meeting in person or by proxy.Meeting:

The presence of the holders of a majority of the issued and outstanding ordinary shares as of the record date entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Shares represented by a proxy marked “abstain” on any matter will be considered present at the Annual Meeting for purposes of determining a quorum. Abstentions will not be considered votes cast at the Annual Meeting. The practical effect of this is that abstentions are not voted in respect of these proposals. Shares represented by a proxy as to which there is a “brokernon-vote” (for example, where a broker does not have the discretionary authority to vote the shares), will be considered present for the Annual Meeting for purposes of determining a quorum, and will not have any effect on the outcome of voting on the proposals.

All ordinary shares that have been properly voted and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you execute the proxy but do not give voting instructions, the ordinary shares represented by that proxy will be voted FOR each of the nominees for election as director, FOR the approval of the appointment of PricewaterhouseCoopers as the Company’s independent auditors for the year ending December 31, 2016 and to authorize the audit committee of the Board of Directors to determine the auditors’ remuneration, FOR the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers, FOR the approval of the amendment of the Company’s Memorandum of Association, FOR the approval of the amendment of the Company’s Articles of Associationvoted:

Voting on Other Matters

If other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. At the date the Company began printing this Proxy Statement, no other matters had been raised for consideration at the Annual Meeting.

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How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

List of Shareholders

The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 8:45 a.m. and 4:30 p.m., local time, at our registered office at First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.

Cost of Proxy Solicitation

The Company will pay for preparing, printing and mailing this Proxy Statement and we will pay for the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonableout-of-pocket costs of sending the proxy materials to our beneficial owners. We have also retained Innisfree M&A Inc. to assist in soliciting proxies. We will pay Innisfree M&A Inc. a base fee of approximately $25,000 plus reasonableout-of-pocket expenses for these services.

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Presentation of Irish Statutory Financial Statements

The Company’s Irish statutory financial statementsStatutory Financial Statements for the fiscal year ended December 31, 2015,2016, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting. There is no requirement under Irish law that such financial statements be approved by shareholders, and no such approval will be sought at the Annual Meeting. The Company’s 20152016 Irish statutory financial statementsStatutory Financial Statements are available, along with the Proxy Statement for Annual Meeting, 20152016 Annual Report to Shareholders, 20152016 Endo International plc Form10-K and other proxy materials, at www.proxyvote.com.www.proxyvote.com.

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Proposal 1: Election of Directors

The Board of Directors

The Company’s Memorandum and Articles of Association providesprovide that the number of directors of the Company shall be not less than five nor more than twelve, the exact number of which shall be fixed from time to the time by resolution of the Board of Directors or by a resolution adopted by holders of a majority of the Company’s ordinary shares. On April 28, 2015, Mr. Delucca informedIn May 2016, the Board resolved that the number of Directors that he would not stand for re-electiondirectors be fixed at the 2015 Annual Meeting. The Board has not filled the vacancy left by Mr. Delucca’s departure and has fixed the directors at nine effective June 9, 2015, the date of the 2015 Annual Meeting.eleven.

Under the terms of the Company’s Memorandum and Articles of Association, directors need not be shareholders of the Company or residents of Ireland. However, pursuant to the Common Stock Ownership Guidelines (Ownership Guidelines) approved by the Board of Directors, eachnon-employee Director director should, but is not required to, have ownership of the Company’s ordinary shares equal in value to at least five times his or her current annual cash retainer to be achieved within five years of joining the Board, or in the case of non-employee Directors serving at the time the Ownership Guidelines were adopted, within five years of the date of the adoption, or December 10, 2015, as further described in the section titledbelow entitled “Common Stock Ownership Guidelines”.Guidelines.” Directors are elected for aone-year term and shall retire from office unlessre-elected by ordinary resolution at the next following Annual General Meeting.Non-employee Directors receive compensation for their services as determined by the Board of Directors. See “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS — 2015Directors, as further described in the section entitled “Compensation of Executive Officers and Directors—2016 Compensation ofNon-Employee Directors.” A vacancy on the Board, or a newly created directorship resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, even though less than a quorum remains. A director appointed to fill a vacancy remains a director until the next following Annual Meeting or his or her earlier death, resignation or removal.

Currently,As of December 31, 2016, the Board of Directors consistsconsisted of nineeleven members. On March 30, 2017, Arthur J. Higgins notified the Company that, as a result of his recent appointment as president and chief executive officer of another company, Mr. Higgins is stepping down from the Board effective as of March 31, 2017. In September 2016, Rajiv De Silva ceased serving as President, Chief Executive Officer and a member of the Board and Paul V. Campanelli was appointed to such positions. Currently serving as directors are Roger H. Kimmel, Rajiv De Silva,Paul V. Campanelli, Shane M. Cooke, Arthur J. Higgins, Nancy J. Hutson, Ph.D., Michael Hyatt, Douglas S. Ingram, William P. Montague, Todd B. Sisitsky, Jill D. Smith and William F. Spengler. On April 28, 2015, Mr. Delucca resigned from the Company’s Board of Directors effective June 9, 2015. All of the current members are nominated by the Board of Directors of the Company for the electionre-election as directors of the Company.Company other than Mr. Spengler, who advised the Company that he would not be standing for re-election. Accordingly, he is not included as a nominee for election at the Annual Meeting. In March 2017, the Board has fixed the number of directors at nine, effective June 8, 2017, the date of the Annual Meeting.

The Board annually determines the independence of directors based on a review by the directorsBoard and the Nominating & Governance Committee. No director is considered independent unless the Board of Directors has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with the NASDAQ ExchangeNasdaq’s listing guidelines.rules. These standards are available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Nominating“Investors—Corporate Governance—Nominating & Governance Committee.”

Members of the Audit, Compensation, and Nominating & Governance Committees must meet applicable independence tests of the NASDAQ.Nasdaq.

The Board of Directors has affirmatively determined that eightnine of its nineten current members are independent directors under the NASDAQNasdaq’s listing rules, and regulations. The eight independent directors under the NASDAQ rules and regulations areincluding Messrs. Kimmel, Cooke, Higgins, Hyatt, Ingram, Montague, Sisitsky and Spengler, Dr. Hutson and Ms. Smith. If the nominees recommended by the BoardMr. Sisitsky’s service as an executive officer of Directors are elected at the 2016 Annual Meeting, eightone of the Company’s nine directors will be independent directors under the NASDAQ rules and regulations.Endo’s shareholders was determined not to interfere with his independence. Mr. De SilvaCampanelli is not independent due to his role as President and Chief Executive Officer.Officer of the Company. In determining Mr. Cooke’s independence, the Board considered that Mr. Cooke is the President of Alkermes plc (“Alkermes”), which has a 2002 license agreement with one of the Company’s subsidiaries with respect to Megace ES^®in the ordinary course of their respective businesses. The total amount of royalty payments made to Alkermes in 2016 was less than $820,000. The Board has determined that this relationship is not material and that it does not impair Mr. Cooke’s independence.

On an annual basis and upon the nomination of any new director, the Nominating & Governance Committee and the Board review directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest. The Nominating & Governance Committee has determined that the eight ninenon-employee directors currently serving are independent and that the members of the Audit, Compensation, and Nominating & Governance Committees also meet the independence tests referenced above. Specifically, the Nominating & Governance Committee and the Board have determined that, all non-employee directors have not had during the last three years, none of the currentnon-employee directors has had (i) any of the relationships listed above or (ii) any other material relationship with the Company that would compromise his or her independence. The Nominating & Governance Committee recommended this determination to the Board of Directors and explained the basis for its decision, and this determination was adopted by the full Board.

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As of the date of this Proxy Statement, there are no material proceedings to which any director or executive officer of the Company, or any associate thereof, is a party to that are adverse to the Company or any of its subsidiaries.

Between January 1, 20152016 and December 31, 2015,2016, the Board of Directors of the Company as a whole met nineeight times and did not act by written consent. All members of the Board of Directors who are standing for election attended at leastmore than 75% or more of the aggregate number of meetings of the Board and of the committeesCommittees of the Board on which they served in 2016 (that were held during the respective periods in which they served on the Board and related Committees), except for Mr. Higgins, who attended approximately 74% of the aggregate number of meetings of the Board and meetings of the Committees on which he or she served during 2015.served.

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Nominees

There are nine nominees for election as directors of the Company to serve until the 20172018 Annual General Meeting of Shareholders of the Company, or until his/her earlier death, resignation or removal. All of the nominees are currently serving as directors of the Company. In addition, the nineeight of those nominees were elected to the Board at the last Annual Meeting. Douglas S. Ingram and Todd B. Sisitsky were identified and recommended to the Board by its Nominating & Governance Committee and appointed by the Board in May 2016. Paul V. Campanelli was appointed to the Board at the time of his appointment as President and Chief Executive Officer of Endo in September 2016.

The proposed nominees for election as directors have confirmed that they are each willing to serve as directors of the Company. If, as a result of circumstances not now known or foreseen, a nominee shall be unavailable or unwilling to serve as a director, an alternate nominee may be designated by the present Board of Directors to fill the vacancy.

The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board and each has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board,  the  Nominating  &  Governance  Committee  seeks  candidates  with certain qualities that it believes are important, including experience, skills, expertise, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, independence, those criteria and qualifications described in each director's biography below and such other relevant factors that the Nominating & Governance Committee considers appropriate in the context of the needs of the Board of Directors. Although not specified in the charter, the Committee also considers ethnicity and gender when selecting candidates so that additional diversity may be represented on the Board. Our current directors are highly experienced and have diverse backgrounds and skills as well as extensive track records of success in what we believe are highly relevant positions. The Board believes that each director's service as the Chairman, Vice Chairman, President and Chief Executive Officer, Executive Vice President and Chief Financial Officer or Senior Executive of significant companies has provided each director with skills that are important to serving on our Board.

		RAJIV DE SILVA, 49,PAUL V. CAMPANELLI, 55,is was appointed President, Chief Executive Officer and a Director of Endo.Endo International plc effective September 23, 2016. Mr. Campanelli joined Endo in 2015 as the President of Par Pharmaceutical, leading Endo’s fully integrated U.S. Generics business, following Endo’s acquisition of Par Pharmaceutical. Prior to joining Endo, in March 2013,he had served as Chief Executive Officer of Par Pharmaceutical Companies, Inc. following the company’s September 2012 acquisition by TPG. Prior to the TPG acquisition, Mr. De Silva has had a broad international experience, having managed businesses in the United States, Europe, Canada, Latin America, Asia, South Africa and Australia/New Zealand. He was responsible for all specialty pharmaceutical operations, including sales and marketing, research and development, manufacturing and business development while servingCampanelli served as the President of Valeant Pharmaceuticals International, Inc. from October 2010 to January 2013 and as its Chief Operating Officer Specialty Pharmaceuticalsand President of Par Pharmaceutical, Inc. from January 2009 until January 2013.2011 to 2012. At Par Pharmaceutical Inc., Mr. Campanelli had also served as Senior Vice President, Business Development & Licensing; Executive Vice President and President of Par Pharmaceutical, Inc.; and was named a Corporate Officer by its board of directors. He also served on
the board of directors of Sky Growth Holdings Corporation. Prior to joining Valeant,Par Pharmaceutical Companies Inc., Mr. De Silva held various leadership positions with Novartis. HeCampanelli served as Vice President, Business Development at Dr. Reddy’s Laboratories Ltd. where he was employed from 1992 to 2001. Mr. Campanelli earned his Bachelor of Novartis Vaccines USA and Head, Vaccines of the Americas at Novartis. During this time, he played a key leadership role at Novartis’ Vaccines & Diagnostics Division.Science degree from Springfield College. Mr. De Silva also served as President of Novartis Pharmaceuticals Canada. He originally joined Novartis as Global Head of Strategic Planning for Novartis Pharma AG in Basel, Switzerland. PriorCampanelli’s qualifications to his time at Novartis, Mr. De Silva was a Principal at McKinsey & Company and served as a member of the leadership group of its Pharmaceuticals and Medical Products Practice. Mr. De Silva was a Director of AMAG Pharmaceuticals, Inc. and is currently a Member ofserve on the Board of TrusteesEndo include, among others, his experience in leadership positions at Kent Place School in Summit, NJ. He holds a Bachelorpharmaceutical companies, including the role of Science in Engineering, Honors from Princeton University,chief executive officer, his in-depth knowledge of the pharmaceutical industry, the Company, its businesses and a Master of Science from Stanford Universitymanagement as well as his judgment and a Master of Business Administration with Distinction from the Wharton School at the University of Pennsylvania.strategic vision.

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		ARTHURNANCY J. HIGGINS, 60,HUTSON, Ph.D., 67, has been a member of the Board of Directors since the Company’s inception in February 2014 and is a member of Endo’s Compensation Committee, Operations Committee and Transactions Committee. He is currently a Senior Advisor to Blackstone Healthcare Partners, the dedicated healthcare team of The Blackstone Group, where he focuses on product-based healthcare acquisitions. Mr. Higgins was Chairman of the Board of Management of Bayer HealthCare AG, and Chairman of the Bayer HealthCare Executive Committee. Prior to joining Bayer HealthCare in 2004, Mr. Higgins served as Chairman, President and CEO of Enzon Pharmaceuticals, Inc. from 2001 to 2004. Prior to joining Enzon Pharmaceuticals, Mr. Higgins spent 14 years with Abbott Laboratories, including serving as President of the Pharmaceutical Products Division from 1998 to 2001. Mr. Higgins is a Director of Ecolab, Inc. and Zimmer Holdings, Inc., public companies in the healthcare field. From December 2013 until February 2014, Mr. Higgins was a Director of Endo Health Solutions Inc. He is a past member of the Board of Directors of the Pharmaceutical Research and Manufacturers of America (PhRMA), of the Council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA) and President of the European Federation of Pharmaceutical Industries and Associations (EFPIA).
NANCY J. HUTSON, Ph.D., 66,has been a member of the Board of Directors since the Company’s inception in February 2014 and Chairman of Endo’s Operations Committee and a member of Endo’s Nominating & Governance Committee and an alternate member of the Transactions Committee. Dr. Hutson retired from Pfizer, Inc. in 2006 after spending 25 years in various research and leadership positions, most recently serving as Senior Vice President, Pfizer Global Research and Development and Director of Pfizer’s pharmaceutical R&D site, known as Groton/New London Laboratories, the largest R&D site of any pharmaceutical company. At Pfizer, she led 4,500 colleagues (primarily scientists) and managed a budget in excess of $1 billion. She currently is a Director of BioCryst Pharmaceuticals, Inc. Dr. Huston previously served aas Director of Cubist Pharmaceuticals until January 2015, and from March 2009 until February 2014, was a Director
of Endo Health Solutions Inc. Dr. Hutson owns and operates Standing Stones Farm in Ledyard, CT, which is dedicated to supporting the equestrian sport of dressage. Dr. Hutson’s qualifications to serve on the Board of Endo include, among others, herin-depth knowledge and understanding of the complex research, drug development and business issues facing pharmaceutical companies.

		MICHAEL HYATT, 70,71, ishas been a Directormember of Endothe Board of Directors since the Company’s inception in February 2014 and is Chairman of Endo’s Transactions Committee, a member of Endo’s Compensation Committee and an alternate member of the Nominating & Governance Committee since the Company’s inception in February 2014.Committee. Mr. Hyatt is currently a Senior Advisor to Irving Place Capital, a leading institutional private equity firm focused on making equity investments in middle-market companies. Until 2008, Mr. Hyatt was a Senior Managing Director of Bear Stearns & Co., Inc. Mr. Hyatt previously served as a Director of Schiff Nutrition International until its sale in 2012. From July 2000 until February 2014, Mr. Hyatt was a Director of Endo Health Solutions Inc. Mr. Hyatt’s qualifications to serve on the Board of Endo include, among others, his leadership experience in the banking industries,in-depth knowledge of the Company and experience as a board member of a publicly traded company.

		DOUGLAS S. INGRAM, 54, was appointed to the Board of Directors in May 2016 and is a member of Endo’s Compensation Committee and a member of the Operations Committee. Mr. Ingram served as the Chief Executive Officer and Director of Chase Pharmaceuticals Corporation, a clinical-stage biopharmaceutical company from December 2015 until November 2016. Prior to joining Chase Pharmaceuticals, Mr. Ingram served as the President of Allergan, Inc. from July 2013 until it was acquired by Actavis in early 2015. At Allergan, he also served as President, Europe, Africa and Middle East from August 2010 to June 2013, and Executive Vice President, Chief Administrative Officer, and Secretary from October 2006 to July 2010, where he led Allergan’s Global Legal Affairs, Compliance, Internal Audit and Internal Controls, Human Resources, Regulatory Affairs and Safety, and Global Corporate AffairsandPublicRelationsdepartments.Mr.IngramalsoservedasGeneralCounselofAllergan
from January 2001 to June 2009 and as Secretary and Chief Ethics Officer from July 2001 to July 2010. With the acquisition of Allergan by Actavis, Mr. Ingram consulted as a special advisor to the Chief Executive Officer of Actavis. Mr. Ingram serves as a director of Pacific Mutual Holding Company and also serves on the Audit Committee, the Governance and Nominating Committee, and the Member Interests Committee. Mr. Ingram is also Vice Chairman of Nemus Biosciences. Mr. Ingram received his Juris Doctor from the University of Arizona in 1988 and his Bachelor of Science degree from Arizona State University in 1985. Mr. Ingram’s qualifications to serve on the Board of Endo include, among others, his extensive knowledge of the industry, significant leadership experience at pharmaceutical companies, including service as chief executive officer and president of publicly traded and private companies, and legal experience and expertise.

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WILLIAM P. MONTAGUE, 69,70,has been a member of the Board of Directors since the Company’s inception in February 2014 and is Chairman of Endo’s Compensation Committee, a member of Endo’s Audit Committee and an alternate member of Endo’s Nominating & Governance Committee and Transactions Committee. Mr. Montague served as Chief Executive Officer of Mark IV Industries, Inc., a leading global diversified manufacturer of highly engineered systems and components for transportation infrastructure, vehicles and equipment, from November 2004 until his retirement onin July 31, 2008 and as Director from March 1996. He joined Mark IV Industries in April 1972 as Treasurer/Controller, serving as Vice President of Finance from May 1974 to February 1986, then Executive Vice President and Chief Financial Officer  from   February   1986   to   March 1996   and   then   as

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TODD B. SISITSKY, 45, was appointed to the Board of Directors in May 2016 and is a member of Endo’s Nominating & Governance Committee. Mr. Sisitsky is a Partner of TPG, the global alternative asset management firm. He is the Managing Partner of TPG Capital, co-head of the firm’s global healthcare investing platform, and a member of the firm’s Executive Committee. Mr. Sisitsky serves on the boards of directors of Adare Pharmaceuticals, IASIS Healthcare Corporation, Immucor Inc., and Surgical Care Affiliates, Inc. He previously served on the boards of directors of Aptalis Holdings, Inc. (formerly Aptalis Pharma, Inc.), Biomet Inc., HealthScope Ltd., Fenwal Inc., and Par Pharmaceuticals Companies, Inc. Mr. Sisitsky also serves on the Board of Overseers of the Dartmouth Medical School. Prior to joining TPG in 2003, Mr. Sisitsky worked at Forstmann Little & Company and Oak Hill Capital Partners. He received an M.B.A.
from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar, and earned his undergraduate degree from Dartmouth College, where he graduatedsumma cum laude. Mr. Sisitsky’s qualifications to serve on the Board of Endo include, among others, his extensive knowledge of the pharmaceutical industry, service as a board member of publicly traded and private companies in the industry, and leadership and financial expertise.

JILL D. SMITH, 58,59,has been a member of the Board of Directors since the Company’s inception in February 2014, and is a member of Endo’s Nominating & Governance Committee and Operations Committee and is an alternate member of the Audit Committee. Ms. Smith has been an international business leader for more than 25 years, including 16 years as a CEO of private and public companies in the technology and information services marketsmarkets. Since March 2017, Ms. Smith has served as interim CEO of Allied Minds, a life sciences and technology commercialization company, where she has served as a Director since 2016. Previously, Ms. Smith was most recentlythe Chairman, CEO and President of DigitalGlobe Inc., a leading provider of satellite imagery products and services to governments and companies worldwide. Ms. Smith is currently a Director and currently serves on the Board of Hexagon AB, a global providerpro-
vider of design, measurement and visualization technologies, J.M. Huber, a leaderhowever, she will not stand for re-election to Hexagon AB’s Board at their annual general meeting in engineered materials and Allied Minds, a United Kingdom listed technology development and commercialization company andMay 2017. She has also served on the corporate boards of SoundBite Communications, Inc., Germany-based Elster Group Smith & Hawken and DigitalGlobe (prior to her appointment as Chairman and CEO). Ms. Smith was a Director of Endo Health Solutions Inc. from September 2012 until February 2014.
		WILLIAM F. SPENGLER, 61,has been a member of Ms. Smith’s qualifications to serve on the Board of Directors since the Company’s inception in February 2014,Endo include, among others, her extensive executive- and is Chairman of Endo’s Audit Committee and an alternate member of the Compensation Committee and Operations Committee. From November 2010 until February 2012, Mr. Spengler was President of ChromaDex Corporation, aboard-level experience at publicly traded company. From July 2008 until November 2010, Mr. Spengler served as Executive Vice President and Chief Financial Officer of Smith & Wesson Holding Corporation, a global leader in safety, security, protection and sport. Until March 2008, he was Executive Senior Vice President and Chief Financial Officer at MGI Pharmaceuticals Inc., an oncology- and acute care- focused biopharmaceutical company, where he had worked since 2005. Prior to joining MGI Pharma, Mr. Spengler was Executive Vice President and Chief Financial Officer at Guilford Pharmaceuticals Inc., a bioscience company, from July 2004 to October 2005. Mr. Spengler was previously Vice President of Finance at Black & Decker for 5 years, and prior to that spent 14 years in various finance, planning and business development positions at Bristol Myers Squibb. From 2008 until February 2014, Mr. Spengler was a Director of Endo Health Solutions Inc.private companies.

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Vote Required

Shareholder Communications with Directors

The Board has established a process to receive communications from shareholders. Shareholders may contact any member or all members of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent “c/o Company Secretary” to Endo International plc, First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland.

All communications received as set forth in the preceding paragraph will be opened by the office of our Company Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Company Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope ore-mail is addressed.

The Company does not have a policy on director attendance at Annual Meetings. Messrs. Kimmel, Cooke, Higgins, De Silvaand Ingram and Dr. Hutson attended the 20152016 Annual Meeting.General Meeting of Shareholders.

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Corporate Governance — Board Leadership Structure and Risk Oversight

Board Leadership Structure

We have a board leadership structure under which Mr. Kimmel serves as Chairman of the Board. Following the Annual Meeting, we will have nineAll of our directors each of whom isare independent, with the exception of our President and Chief Executive Officer, Mr. De Silva. OurCampanelli. In 2016, our Board currently hashad five standing committees, each of which is comprisedhas a committee chair, and each of which consists solely of independent directors with a committee chair.directors. In March 2017, the Board of Directors has determined to discontinue the Transactions Committee, effective March 20, 2017. In addition, the Board appoints other committees as the Board considers necessary from time to time.

The Board believes that the Chairman and the role of the President and Chief Executive Officer should be separate and that the Chairman should not be an employee of the Company. Further, the Board believes this separation serves the Company’s shareholders best for setting our strategic priorities and executing our business strategy. We believe that our Board consists of directors with significant leadership, organizational and strategic skills, as discussed above. All of our independent directors have served as the Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer, or Senior Executive of other companies. Accordingly, we believe that our independent directors have demonstrated leadership in large enterprises, many with relevant industry experience, and are well-versed in board processes and corporate governance. We believe that having directors with such significant leadership skills benefits our Company and our shareholders.

In accordance with the Company’s Memorandum and Articles of Association and our corporate governance guidelines, the Chairman is responsible for chairing Board meetings and setting the agenda for these meetings. Each director also may suggest items for inclusion on the agenda and may, at any Board meeting, raise subjects that are not on the agenda for that meeting. As required by our corporate governance guidelines, our independent directors meet separately, without management present, at each meeting of the Board. In addition, our Board committees regularly meet without members of management present.

As part of its annual self-evaluation process, the Board evaluates the Company’s governance structure. We believe that having a President and Chief Executive Officer for our Company with oversight of company operations, coupled with an experienced independent Board Chairman and experienced independent directors, with five separate independent committee chairs, is the appropriate leadership structure for Endo.

On a regular basis, the Company’s officers who are responsible for monitoring and managing risks across the Company’s risks, including our Presidentvarious functions and Chief Executive Officer; our President, Par Pharmaceutical; our President, Branded Pharmaceuticals, our Executive Vice President & Chief Financial Officer; our Executive Vice President and Chief Legal Officer; our Executive Vice President, Chief Scientific Officer and Global Head of Research and Development and Quality; our Executive Vice President and Chief Compliance Officer; our Vice President, Controller and Principal Accounting Officer and our Director of Internal Audit,business segments make reports to the Audit Committee. The Audit Committee, in turn, reports to the full Board.Board of Directors. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board is actively involved in overseeing risk management for the Company by engaging in periodic discussions with Company officers as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its respective areas of responsibility.

Risk Oversight

The Board of Directors believes that one of its most important responsibilities is to oversee how management manages the various risks the Company faces and has delegated primary responsibility for overseeing the Company’s Enterprise Risk

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Management (or ERM) program to the Audit Committee. It is management’s responsibility to manage risk and bring to the Audit Committee’s and the Board of Directors’ attention the most material risks to the Company.Company to the attention of the Audit Committee and the Board of Directors. The Company’s head of internal audit, who reports independentlyfunctionally to the Audit Committee, facilitates the ERM program under the sponsorship of our Executive Leadership Team (or ELT), which includes our Presidentcurrent named executive officers and Chief Executive Officer; Executive Vice President & Chief Financial Officer; Executive Vice President, Chief Legal Officer; Chief Scientific Officerother senior leaders overseeing the Company’s various key functions and Global Head of Research & Development and Quality; Executive Vice President, Human Resources; President, International Pharmaceuticals and Executive Vice President of Corporate Development; Executive Vice President and Chief Compliance Officer; President, Par Pharmaceuticals; President, Branded Pharmaceuticals; amongst others.business segments. Enterprise risks are identified and prioritized by management, and each risk is assigned by the Board to a Board committee or the full Board for oversight based on the nature of the risk area and the committee’s charter. The committee or full Board agendas include discussions of individual risk areas throughout the year. Additionally, the Audit Committee agendas include periodic updates on the ERM process throughout the year. The Board level risk discussions are led by an assigned executive sponsor, from the ELT, for each risk area.process.

The Audit Committee also regularly reviews treasury risks (insurance, credit and debt), financial and accounting, legal, tax and compliance risks, information technology security risks and other risk management functions.activities. In addition, the Compensation Committee considers risks related to succession planning and the attraction and retention of talent as well as risks relating to the design of compensation programs and arrangements. The Compensation Committee also reviews compensation and benefit plans affecting Endo employees in addition to those applicable to our executive officers. The full Board considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their respective areas of responsibility.

Code of Conduct

The Board of Directors has adopted a Code of Conduct that applies to the Company’s directors, executivesexecutive officers (including its President and Chief Executive Officer and Executive Vice President &and Chief Financial Officer) and employees.other employees (Endo Code). The Board has also adopted a Director Code of Conduct.Conduct for the Board of Directors (Director Code). These Codes are posted on the Company’s website atwww.endo.com,. The Endo Code is available under “Our Responsibility—Corporate Compliance—Code of Conduct,” and the Director Code is available under “Investors—Corporate Governance—CodeGovernance-Code of Conduct.” Any waiver of either Code for a director or executive officer of the Company, as applicable, may be made only by the Board of Directors or a Committee of the Board and will be disclosed on the Company’s website if required by law or stock exchange requirements.

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Insider Trading Policy

The Board of Directors has adopted an Insider Trading Policy, which applies to all personnel, includingnon-employee Directors directors and officers, arising from our legal and ethical responsibilities as a public company. Among other restrictions, the Insider Trading Policy contains hedging restrictions prohibitingnon-employee Directors, directors, the Company’s executive officers and all other employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s shares, including, but not limited to, covered calls, collars, or other derivative transactions.Non-employee Directors, directors, the Company’s executive officers and all other employees are also restricted from engaging in short sales related to the Company’s ordinary shares, and pledging the Company’s shares as collateral for a loan, including holding shares in a margin account.

Ordinary SharesCommon Stock Ownership Guidelines

The Board of Directors has adopted share ownership guidelines (the Ownership Guidelines) both fornon-employee Directors and for executive officers and senior management of the Company. The Board believes thatnon-employee directors and senior management should have a significant equity position in the Company and that the Ownership Guidelines serve to further the Board’s interest in encouraging a longer-term focus in managing the Company. The Board also believes that the Ownership Guidelines align the interests of its directors and senior management with the interests of shareholders and further promote Endo’s commitment to sound corporate governance. The Ownership Guidelines are posted on the Company’s website at www.endo.com, under “Investors—Corporate Governance—Compensation Committee.” The current Ownership Guidelines provide thatnon-employee directors should attain

Endo share ownership equal in value to at least five times his or her current annual cash retainer within the later of five years of joining the Board and December 10, 2015.Board.

Review and Approval of Transactions with Related Persons

The Board of Directors has adopted written policies and procedures for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate family members, or shareholders owning five percent or greater of the Company’s issued ordinary shares). The policy covers any related person transaction that meets the minimum threshold for disclosure in the Proxy Statement under the relevant SEC rules of the U.S. Securities and Exchange Commission (the SEC) (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

The following discussion reflects our relationships and related person transactions entered into in connection with the acquisition of Par Pharmaceutical. Todd B. Sisitsky, a member of our Board since May 2016, is affiliated with TPG Capital, which was a shareholder of Par Pharmaceutical and is a shareholder of the Company.

Robert Campanelli is the Executive Director, Strategic Operations at Par Pharmaceutical, Inc., a subsidiary of the Company. Mr. Campanelli joined Par Pharmaceutical Inc. in 2003 as a senior product manager and has worked in ascending areas of

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responsibility since that time. He is the brother of Paul Campanelli, President, Chief Executive Officer and Director of Endo. In 2016, Robert Campanelli received $351,925 in total compensation, of which $208,838 was salary, $61,306 was annual and other bonuses and $81,781 was a grant in the Company’s long-term incentive equity plan. In addition, Robert Campanelli is also eligible to participate in the retirement plans, insurance programs, health benefits and other similar employee welfare benefit arrangements available to other employees of comparable level and on substantially similar terms and conditions.

Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating & Governance Committee and Operations Committee. The Board also had a Transactions Committee, and Transactions Committee.which it determined to discontinue, effective March 20, 2017. The following table shows the directors who are currently members or Chairman of each of thesethe current committees. In addition to the committee members listed below, the Board has designated other Board membersindependent directors as alternate members of the committees who can attend meetings in the stead of appointed members. If the director nominees are elected at the 2017 Annual Meeting, there will be no alternate members of any committees of the Board of Directors.

Audit Committee

The Audit Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board of Directors. In addition, the Audit Committee reviews, acts on and reports to the Board of Directors with respect to various auditing and accounting matters, including the selection of the Company’s independent auditors,registered public accounting firm, the scope of the annual audits, fees to be paid to the auditors,independent registered public accounting firm, the performance of the Company’s independent registered public accounting firm, and the accounting practices of the Company and the Company’s internal controls and legal compliance functions. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors—Corporate Governance—Audit Committee.” The charter describes the nature and scope of responsibilities of the Audit Committee.

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Management of the Company has the primary responsibility for the Company’s financial reporting process, principles and internal controls as well as preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of, the Company’s financial statements and expressing an opinion as toon, the conformity of suchthe Company’s financial statements with accounting principles generally accepted in the United States.States and the effectiveness of the Company’s internal controls over financial reporting.

Currently, Messrs. Cooke, Montague and Spengler serve as members of the Audit Committee, whilewith Mr. Spengler serving as its chairman. Mr. Kimmel and Ms. Smith serve as alternates.alternate members. Subject to their electionre-election at the 20162017 Annual Meeting, the Board of Directors expects to reappointappoint Mr. Cooke as chairman and Messrs. Cooke,Kimmel and Montague and Spengler as members of the Audit Committee and Mr. Kimmel and Ms. Smith as alternates, and to reappoint Mr. Spengler as the Chair of the Audit Committeemembers, effective June 9, 2016.8, 2017. Between January 1, 20152016 and December 31, 2015,2016, the Audit Committee met six times, in each case including periodic meetings held separately with management, the Company’s internal auditors and the independent registered public accounting firm. The Board has determined that Messrs. SpenglerCooke, Montague and MontagueSpengler are “financial experts”,experts,” as defined by the SEC regulations, and heeach has the related financial management expertise within the meaning of the NASDAQNasdaq listing rules. The Board of Directors has determined that Messrs. Kimmel, Cooke, Montaguethis committee’s chairman and Spengler and Ms. Smithits members, as well as its alternate members, are “independent” and financially literate in accordance with the criteria established by the SEC and the NASDAQ.Nasdaq.

Compensation Committee

The Compensation Committee of the Board of Directors determines the salaries and incentive compensation of the executive officers of the Company and provides broad guidance regarding the remuneration and incentive compensation of the other employees of the Company. The Compensation Committee also reviews and acts on any recommendations of the Company’s

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management for awards granted under the Endo International plc Amended and Restated 2015 Stock Incentive Plan. The current members of the Compensation Committee are Messrs. Montague, Higgins and Hyatt, while Mr. Spengler serves as an alternate. Subject to their election at the 2016 Annual Meeting, the Board of Directors expects to reappoint Messrs. Montague, Higgins and Hyatt as members of the Compensation Committee, Mr. Spengler as an alternate, and to reappoint Mr. Montague as Chair of the Compensation Committee, effective June 9, 2016. Each of Messrs. Montague, Higgins, Hyatt, and Spengler is “independent” in accordance with the criteria established by the SEC and the NASDAQ. Between January 1, 2015 and December 31, 2015, the Compensation Committee of the Company met seven times. The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Compensation“Investors—Corporate Governance—Compensation Committee.” The charter describes the nature and scope of responsibilities of the Compensation Committee.

The primary function of the Compensation Committee is to conduct reviews of the Company’s general executive compensation policies and strategies and oversee and evaluate the Company’s overall compensation structure and programs. The Compensation Committee confirms that total compensation paid to the President and Chief Executive Officer, Executive Vice President &and Chief Financial Officer and those other individuals included in the Summary Compensation Table is competitive and performance-based. All of these individuals are referred to as the named executive officers, or NEOs. Responsibilities of the Compensation Committee include, but are not limited to:

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Endo management is required to provide reviews and recommendations for the Compensation Committee’s consideration, and to manage the Company’s executive compensation programs, policies and governance. Direct responsibilities in this regard include, but are not limited to:

The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to the NEOs, in accordance with Internal Revenue Code (IRC) 162(m)taking into consideration the requirements related to performance-based compensation.compensation under Section 162(m) of the Internal Revenue Code.

Currently, Messrs. Hyatt, Ingram and Montague serve as members of the Compensation Committee, with Mr. Montague serving as its chairman. Mr. Spengler serves as an alternate member. Subject to theirre-election at the 2017 Annual Meeting, the Board of Directors expects to appoint Mr. Montague as chairman and Messrs. Kimmel, Hyatt, Ingram and Sisitsky as members, effective June 8, 2017. Between January 1, 2016 and December 31, 2016, the Compensation Committee met seven times. The Board of Directors has determined that this committee’s chairman and its members, including its alternate member, are “independent” in accordance with the criteria established by the SEC and Nasdaq.

Use of Compensation Consultants

The Compensation Committee retains Korn Ferry Hay Group, a division of Korn Ferry International, as its consultant to provide objective, independent analysis, advice and recommendations with regard to executive compensation including, but not limited to, competitive market data, and compensation analysis and recommendations related to our CEO,President and Chief Executive Officer, Board and our other senior executives. Korn Ferry Hay Group served as the independent executive compensation consultant to the Compensation Committee for the Company’s entire 20152016 fiscal year. The consultant reports to the Chairman of the Compensation Committee and has direct access to the other members of the Compensation Committee. The Compensation Committee also authorizes the consultant to shareinteract with request and receive from management in certain specified informationrespects in order to prepare for meetings with, and respond to requests from, the Compensation Committee. The Compensation Committee may retain other consultants and advisors from time to time.

A representative of Korn Ferry Hay Group attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee.

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In making an overall determination ofdetermining the independence and lack of any conflict of interest regarding Korn Ferry Hay Group and Korn Ferry Hay Group’s lead advisor to the Compensation Committee, the Compensation Committee considered, among other things, the following factors:

In 2015,addition, Korn Ferry Hay Group’s Policy on Avoiding Conflicts of Interest, confirms that Korn Ferry Hay Group’s compensation consultants will continue to provide clients with independent, unbiased advice. Endo’s Board determined that the policy sufficiently allows Korn Ferry Hay Group Compensation Committee consultants to maintain independence.

In 2016, Korn Ferry Hay Group assisted the Compensation Committee with, among other things, (i) performing a review of the Company’s executive and Board compensation program,programs, including competitive market analyses, assessment of potential risks associated with compensation arrangements, policies and plans and considerations related to Endo’s CEOPresident and ourChief Executive Officer and other senior executives, (ii) determining the appropriate allocation among short-term and long-term compensation, cash andnon-cash compensation and the different forms ofnon-cash compensation, (iii) identifying appropriate Pay Comparator Companies (as defined below in the Compensationsection entitled “Compensation Discussion and AnalysisAnalysis” (CD&A) section)) for purposes of benchmarking the Company’s executive compensation in the industry sectors in which Endo competes for talent and (iv) providing competitive market information and an overview of critical issues and trends affecting the executive compensation landscape. The aggregate amount of fees for Hay Group’s services was $269,634.

On December 1, 2015, Korn/Ferry International (Korn Ferry) announced the completion of its acquisition of Hay Group. Korn Ferry, a nationally recognized global people and organizational advisory firm, has provided services to Endo in the areas of executive recruiting and leadership development over the past several years. Prior to the announcement of Korn Ferry’s acquisition of Hay Group in September of 2015, Endo engaged Korn Ferry in the first half of 2015 to provide executive recruiting services. Following the announced acquisition, Endo’s Board considered Korn Ferry-Hay Group’s Policy on Avoiding Conflicts of Interest, which confirms that Hay Group’s compensation consultants will continue to provide clients with independent, unbiased advice. Following this review, Endo’s Board determined that the policy sufficiently allows Hay Group Compensation Committee consultants to maintain independence. Endo has not incurred any fees related to services provided by Korn Ferry since the completion of its acquisition of Hay Group.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee, during 20152016 or as of the date of this Proxy Statement, is or has been an officer or employee of the Company, and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company’s Compensation Committee or Board of Directors.

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Nominating & Governance Committee

The Nominating & Governance Committee of the Board of Directors, which is comprisedconsists of independent directors, identifies and recommends to the Board individuals qualified to serve as directors of the Company, recommends to the Board directors to serve on committees of the Board and advises the Board with respect to matters of Board composition and procedures. The Nominating & Governance Committee also oversees the Company’s corporate governance. The Nominating & Governance Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors—Corporate Governance—Nominating & Governance Committee.”

The Nominating & Governance Committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating & Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

The shareholder recommendation and information described above must be sent to the Company Secretary at Endo International plc, First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland, and must be received by the Company Secretary not less than 120 days prior to the anniversary date of the Company’s most recent Annual General Meeting.

While the Board does not have a formal policy with respect to diversity, the Board of Directors and the Nominating & Governance Committee advocate diversity in the broadest sense. We believe that it is important that nominees for the Board represent diverse viewpoints and have diverse backgrounds. The Nominating & Governance Committee looks at a broad array of qualifications and attributes including: experience, skills, expertise, and personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interestindependence and such other relevant factors that the

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Nominating & Governance Committee considers appropriate in the context of the needs of the Board of Directors. Although not specified in the charter, the Committee actively considers ethnicity and gender when selecting candidates so that additional diversity may be represented on the Board.

The Nominating & Governance Committee engages national search firms that specialize in identifying and evaluating director candidates. As described above, the Nominating & Governance Committee will also consider candidates recommended by shareholders for inclusion in the search process.

Once a person has been identified by the Nominating & Governance Committee as a potential candidate, the Nominating & Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating & Governance Committee determines that the candidate warrants further consideration, the Chairman or a member of the Nominating & Governance Committee utilizes a recognized search firm to review the candidate’s qualifications and background. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating & Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the Nominating & Governance Committee might be considering, and conducts one or more interviews with the candidate. Generally, Nominating & Governance Committee members may conduct additional due diligence ofon the candidate. The Nominating & Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although as stated above, the Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.held may be taken into consideration.

The Nominating & Governance Committee has established procedures under which any director who is not elected shall, if requested by the Board upon the Nominating & Governance Committee’s recommendation, tender his or her resignation to the Board of Directors. The Board of Directors will publicly disclose its decisions of whether or not to request any director to tender his or her resignation, and whether or not to accept any such tendered resignation and the rationale behind such decisions within 90 days from the date of the certification of the election results.

The currentCurrently, Mr. Kimmel, Dr. Hutson, Mr. Sisitsky and Ms. Smith serve as members of the Nominating & Governance Committee, arewith Mr. Kimmel Dr. Hutson and Ms. Smith, whileserving as chairman. Messrs. Hyatt and Montague serve as alternates. The Board has elected Mr. Kimmel as Chairman of the Nominating & Governance Committee. Between January 1, 2015 and December 31, 2015, the Nominating & Governance Committee of the Company met four times.alternate members. Subject to their electionre-election at the 20162017 Annual Meeting, the Board of Directors expects to reappointappoint Mr. Hyatt as chairman and Mr. Kimmel, Dr. Hutson and Ms. SmithMr. Sisitsky as members, ofeffective June 8, 2017. Between January 1, 2016 and December 31, 2016, the Nominating & Governance Committee Messrs. Hyatt and Montague as alternates, and to re-appoint Mr. Kimmel as Chair of the Nominating & Governance Committee, effective June 9, 2016.met five times. The Board of Directors has determined that all of thethis committee’s chairman and its members, of the Nominating & Governance Committeeincluding its alternate members, are “independent” in accordance with the criteria established by the SEC and Nasdaq.

Operations Committee

The Operations Committee of the NASDAQ.Board of Directors is responsible for reviewing matters relating to scientific technology, research and development activities and pipeline investments; providing advice and counsel to the Company’s management in connection with management’s decisions regarding the allocation, deployment, utilization of, and investment in the Company’s scientific assets; providing advice and counsel to the Company’s management in connection with decisions regarding acquiring or divesting scientific technology or otherwise investing in research and development programs; assisting the Board by providing oversight of regulatory, compliance, quality and legal matters; and designating a subcommittee to assess and review the Company’s Compliance Program, if necessary. The Nominating & GovernanceOperations Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Nominating & Governance“Investors—Corporate Governance—Operations Committee.”

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Operations Committee

The purpose of the Operations Committee is to review matters relating to scientific technology, researchCurrently, Dr. Hutson, Mr. Ingram and development activities and pipeline investments; to provide advice and counsel to the Company’s management and Transactions Committee in connection with management’s decisions regarding the allocation, deployment, utilization of, and investment in the Company’s scientific assets; to provide advice and counsel to the Company’s management in connection with decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs; to assist the Board by providing oversight of regulatory, compliance, quality and legal matters; and to designate a subcommittee to assess and review the Company’s Compliance Program, if necessary. Between January 1, 2015 and December 31, 2015, the Operations Committee of the Company met five times. The currentMs. Smith serve as members of the Operations Committee, arewith Dr. Hutson Mr. Higgins and Ms. Smith, whileserving as its chairman. Messrs. Kimmel and Spengler serve as alternates.alternate members. Subject to their electionre-election at the 20162017 Annual Meeting, the Board of Directors expects to reappointappoint Dr. Hutson Mr. Higginsas chairman and Messrs. Kimmel and Ingram and Ms. Smith as members, ofeffective June 8, 2017. Between January 1, 2016 and December 31, 2016, the Operations Committee Messrs. Kimmel and Spengler as alternates, and to reappoint Dr. Hutson as the Chair of the Operations Committee, effective June 9, 2016. The Operations Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website at www.endo.com, under “Investors—Corporate Governance—Operations Committee.”met five times.

Transactions Committee

On July 31, 2007,The Board of Directors has determined to discontinue the Transactions Committee, effective March 20, 2017. The Transactions Committee of the Board of Directors formed a Transactions Committee to providewas responsible for providing advice and guidance to the Company’s management in connection with the exploration of strategic acquisition and licensing opportunities as well as any overture for merger with the Company, or sale of the Company or other like event. The current members of the Transactions Committee are

Messrs. Kimmel, Cooke, Hyatt Cooke, Higgins and Kimmel, while Dr. Hutson and Mr. Montague serve as alternates. Subject to their election at the 2016 Annual Meeting, the Board of Directors expects to reappoint Messrs. Hyatt, Cooke, Higgins and KimmelSisitsky served as members of the Transactions Committee, with Mr. Hyatt serving as its chairman. Dr. Hutson and Mr. Montague served as alternates,alternate members. Between January 1, 2016 and to reappoint Mr. Hyatt as the Chair ofDecember 31, 2016, the Transactions Committee effective June 9, 2016. Between January 1, 2015 and December 31, 2015, the Transaction Committee of the Company met three times.

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Audit Committee Report

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 20152016 with the management of the Company and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm. Further, the Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the Public Company Accounting and Oversight Board’s (PCAOB) Auditing Standard No. 16,1301, Communications with Audit Committees, other standards of the PCAOB (United States), rules of the SEC, and other applicable regulations, relating to the firm’s judgment about the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the audited consolidated financial statements as of and for the year ended December 31, 2015.2016.

The Audit Committee also has received the written disclosures and the letter from PricewaterhouseCoopers LLP required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, which relate to PricewaterhouseCoopers LLP’s independence from the Company, and has discussed with PricewaterhouseCoopers LLP their independence from the Company. The Audit Committee has also considered whether the independent registered public accounting firm’s provision ofnon-audit services to the Company is compatible with maintaining the firm’s independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company and its management. The Audit Committee has also discussed with management of the Company and PricewaterhouseCoopers LLP such other matters and received such assurances from them as it has deemed appropriate.

The Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of the Company’s internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program.

Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the Company’s audited consolidated financial statements for the year ended December 31, 20152016 and management’s assessment of the effectiveness of the Endo International plc’s internal control over financial reporting be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2015,2016, for filing with the SEC. The Audit Committee has selected, and the Board of Directors has approved, subject to shareholder approval, the selection of PricewaterhouseCoopers LLP as the Company’s independent auditorsregistered public accounting firm for the year ending December 31, 2016.2017.

Submitted by the Audit Committee of the Company’s Board of Directors.

Members of the Audit Committee:

William F. Spengler (Chairman)

Shane M. Cooke (Member)

William P. Montague (Member)

Roger H. Kimmel (Alternate)

Jill D. Smith (Alternate)

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The above Audit Committee Report does not constitute soliciting material, and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

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Proposal 2: Approval of Appointment of Independent

Registered Public Accounting Firm and Authorization to Determine the Firm’s Remuneration

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP, an independent registered accounting firm, to audit the books, and financial records and internal controls of the Company for the year ending December 31, 2016.2017. The Company is asking its shareholders to approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditorsregistered public accounting firm for 20162017 and to authorize the Audit Committee of the Board of Directors, acting through the Audit Committee, to determine the auditor’sindependent registered public accounting firm’s remuneration.

A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and available to respond to appropriate questions, and will have the opportunity to make a statement if he or she desires to do so.

As previously disclosed in the Company’s Current Report onForm 8-K filed on June 13, 2014, on June 11, 2014 the Audit Committee of Endo’s Board of Directors requested Deloitte & Touche LLP to resign as the independent registered public accounting firm previously engaged as the principal accountant to audit the Company’s financial statements. This became effective on June 12, 2014, upon the engagement of PricewaterhouseCoopers. There were no disagreements or reportable events in connection with the change in accountants requiring disclosure under Item 304(b) ofRegulation S-K. There were no additional changes made during fiscal year 2015.

Fees Paid to the Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP served as the Company’s independent registered public accounting firm for the years ended December 31, 20152016 and 2014.2015. The table below summarizes the aggregate fees for services PricewaterhouseCoopers LLP provided during years 20152016 and 2014, respectively.2015:

In considering the nature of the services provided by PricewaterhouseCoopers LLP, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with PricewaterhouseCoopers LLP and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

standards adopted by the PCAOB.

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Pre-Approval Policy

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy topre-approve all audit and permissiblenon-audit services provided by the independent registered public accounting firm.

Prior to the engagement of the independent registered public accounting firm for the next year’s audit, management will submit to the Audit Committee for approval a list of services and related fees expected to be rendered during that year within each of the following four categories of services to the Audit Committee for approval.services:

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Prior to engagement, the Audit Committeepre-approves the independent registered public accounting firm’s services within each category. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the originalpre-approval categories. In those instances, the Audit Committee requires specificpre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegatepre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, anypre-approval decisions to the Audit Committee at its next scheduled meeting.

Vote Required

The affirmative vote of aA majority of the issued ordinary shares entitled to vote and represented at the Annual Meetingvotes cast, in person or by proxy, at the Annual Meeting will be required to approve the appointment of the Company’s independent auditorsregistered public accounting firm and the authorization toof the Board, acting through the Audit Committee, of the Board of Directors to determine the auditor’sindependent registered public accounting firm’s remuneration.

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Proposal 3: Advisory Vote on the Compensation of Our

Named Executive Officers(“Say-on-Pay Vote”Say-on-Pay”)

Compensation Philosophy

Pay-for-performance, alignment with shareholder interests and offering competitive pay are fundamental to Endo’s compensation philosophy.

Endo’s CEO compensation package supports this philosophy by offering annual and long-term incentive compensation opportunities that are entirely performance based. CashIncentive-based cash compensation receivedawarded is subject to the Company achieving its annual performance objectives, and any realizedrealizing value in long-term equity value is dependent upon Endo’s financial performance and the delivery of shareholder value.

The Company’s commitment to itspay-for-performance philosophy was demonstrated in 2016, a year in which Endo faced significant external and internal challenges, including unanticipated external headwinds such as changes in prescribing trends for pain treatment products resulting in the adjustment of full-year financial expectations, considerable stock price decline and key executive management changes. In the context of this challenging year, the Compensation Committee remained committed to the Company’spay-for-performance philosophy, which is reflected in the awarded and realized pay levels for all NEOs. Most significantly impacted were the performance-based annual cash incentive compensation, which is tied to both Company and individual performance, and Endo’s equity-based LTI program, which directly links realized value opportunities with shareholder value creation. Please see the below example for Mr. Campanelli, which compares expected target compensation values with realized values based on actual results (see Summary Compensation Table’s footnote (1) on page 50 for details regarding LTI valuations under ASC 718 for accounting and proxy reporting purposes).

The information disclosed in the CD&A section details the actions approved by the Compensation Committee and explains the steps taken to support the Company’s new executive management team charged with advancing Endo’s strategic imperatives, financial performance and operating objectives.

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Pay-for-performance Incentive Plan Design

The Company’s compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives tiedobjectives. This is achieved by tying the Company’s compensation programs to the Company’sits performance through the establishment and achievement of strategic operating metrics, or as a function of the Company’s share price Total Shareholder Return (TSR). We have chosen the selected metrics to align employee compensation, including compensation for the NEOs as disclosed in the Summary Compensation Table located under the section entitled “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS”,“Compensation of Executive Officers and Directors,” to the Company’s strategic operating results and business strategy in an effort to enhance shareholder value. The summary below reflects the incentive program enhancements implemented and maintained by Endo in an effort to optimizepay-for-performance:

Compensation Committee Governance

The Compensation Committee regularly reviews industry compensation practices to align the Company’s compensation philosophy with the Company’s business strategy, while focusing on the enhancement of long-term shareholder value and management of risk. The summary below reflects the leading governance practices implemented and maintained by Endo’s Compensation Committee:

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As the Company’s shareholders consider the evolution of Endo’spay-for-performance practices, over the past several years, consideration should be given to the significant progress made since the company’s transformational strategic realignment initiated in 2013recent years (see “COMPENSATION DISCUSSION AND ANALYSIS”“Compensation Discussion and Analysis”). Based on the Company’s performance and competitive positioning of pay, over the past three years, CEOpay-for-performance has demonstrated a high degree of alignment in 2013, 2014 and 2015 with Endo’s Pay Comparator Companies across multiple quantitative screens. Since 2013, the Company has also been successful in managing share utilization levels while enhancing pay-for-performance effectiveness as noted below:

The Compensation Committee has taken and will continue to take action to structure our executive compensation practices in a manner that is performance-based with a view towards rewarding outstanding operating performance and maximizing shareholder value creation and preservation.creation. The Board believes that the executive compensation as disclosed in the CD&A section, tabular disclosures, and other narrative executive compensation disclosures in this Proxy Statement corresponds directly with the Company’s compensation philosophy and aligns, where appropriate, with our Pay Comparator Companies’ pay practices.

Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we regularly seek anon-binding advisory vote from our shareholders to approve the compensation of our named executive officers, or NEOs, as disclosed in the CD&A section and tabular disclosures of this Proxy Statement. Since the annual required vote is advisory, the result of the vote is not binding upon the Board.

Vote Required

A majority of the votes cast, in person or by proxy, at the Annual Meeting will be required to approve, on an advisory basis, the compensation of Endo’s named executive officers.

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Proposal 4: Advisory Vote on the Frequency of Soliciting an Advisory Vote on the Compensation of Our Named Executive Officers(“Say-on-Frequency”)

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, at least once every six years the Company is required to submit for shareholder vote anon-binding resolution to determine whether the advisory shareholder vote on executive compensation shall occur every one, two, or three years.

Vote Required

Thesay-on-frequency vote that receives the greatest number of votes—either each year, every two years or every three years—will be determined as the frequency approved by shareholders.

After consideration of the various arguments supporting each frequency level, the Board believes that submitting the advisory vote on executive compensation to shareholders on an annual basis is appropriate for Endo and its shareholders at this time.

The proxy card provides shareholders with four choices (every one, two, or three years, or abstain). Shareholders are not voting to approve or disapprove of the Board’s recommendation.

Effect of Proposal

Thesay-on-frequency vote isnon-binding. Shareholder approval of a one, two, or three-year frequency vote will not require the Company to implement an advisorysay-on-pay vote every one, two, or three years. The final decision on the frequency of the advisorysay-on-pay vote remains with the Board and/or its committees.

The Board values the opinions of the Company’s shareholders as expressed through their votes and other communications. Although the resolution isnon-binding, the Board and the Committee will consider the outcome of thesay-on-frequency vote and other communications from shareholders when making future decisions regarding the frequency ofsay-on-pay votes.

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Proposals 45 and 56

Proposal 45 sets out certain proposed amendments to the Company’s Memorandum of Association and Proposal 56 sets out certain proposed amendments to the Company’s Articles of Association. Under Irish law, any amendment to a company’s Articles of Association must be voted on separately from any amendment to a company’s Memorandum of Association. For these reasons, we are asking shareholders to separately vote on Proposals 45 and 5,6, however, given the inextricable link between Proposals 45 and 5,6, each proposal is subject to and conditioned upon the other proposal being approved by shareholders. If one of these proposals is not adopted, the other proposal will also not be adopted.

Proposal 4:5: Amend the Company’s Memorandum of Association

Background

The Companies Act 2014, which consolidates Irish company law, took effect on June 1, 2015. In addition to consolidatingpre-existing Irish company law, the Companies Act 2014 amended certain provisions of thepre-existing Irish company law as well asand introduced new provisions.

Proposal 45 is being proposed so that certain administrative amendments can be made to the Company’s Memorandum of Association to account for the adoption of the Companies Act 2014. These proposed updates to the Memorandum of Association in response to the enactment of the Companies Act 2014 will not materially change the rights of the Company’s shareholders.

A copy of the Memorandum of Association in the form proposed to be amended by the following special resolution provided below is attached to this proxy statement, as Annex 1. We urge you to read Annex 1 in its entirety before you cast your vote.

Vote Required

The affirmative vote of atAt least 75% of the issued ordinary shares entitled to vote and be represented at the Annual Meetingvotes cast, in person or by proxy, at the Annual Meeting will be required to approve the amendment of the Company’s Memorandum of Association. In addition, adoption of Proposal 45 is subject to and conditioned upon shareholder approval of Proposal 5.6.

Accordingly, the Board of Directors is requesting that the shareholders approve the following resolution as a special resolution of the Company:

“RESOLVED as a special resolution that, subject to and conditional upon Proposal 56 being passed, Clauses 2, 3.16, 3.28 to 3.34 and 3.167 of the Memorandum of Association, in the form produced to the meeting (a copy of which are marked ‘X’ for identification and as shown in Annex 1 of the proxy statement), be adopted in substitution for, and to the exclusion of, the existing Clauses 2, 3.16, 3.28 to 3.34 and 3.16.7.”

Proposal 5:6: Amend the Company’s Articles of Association

Background

There are two categories of amendments proposed to be made to the Company’s Articles of Association: (i) amendment to the advance notice provisions; and (ii) amendments in connection with the enactment of the Companies Act 2014.

The description set forth below is only intended to be a summary of the amendments proposed to be made to the Company’s Articles of Association pursuant to this proposal. A copy of the Articles of Association in the form proposed to be amended by the following special resolution is attached to this proxy statement, as Annex 1. We urge you to read Annex 1 in its entirety before you cast your vote.

(i) Amendment to the Advance Notice Provisions

The Company’s Articles of Association provide shareholders with the right to propose business at a general meeting and nominees for election to the Board. In order to avail of such right, a shareholder’s notice of the proposed business or nominees must be delivered to the Company’s registered office not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of the Company. The Board of Directors has determined, based on, among other things, its review of current corporate governance norms and practices, (i) any shareholder who desires to propose a nominee for election to the Board of Directors should provide meaningful disclosure so that the Board of Directors and shareholders can adequately assess the nominee and (ii) the time frame during which any such notice should be delivered to the Company should be adjusted so that such notices must be delivered not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of the Company. In light of these principles, the Board of Directors recommends amending our Articles of Association to enhance the current dis-

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closure obligations applicable to shareholder nominations and to adjust the time frame for delivering notice provided in the Company’s advance notice provision. Specifically, our Board of Directors believes that making the following enhancements to the advance notice provision in our Articles of Association is in the best interests of the Company and its shareholders:

While the table above is intended to be a useful summary, it is not complete, and therefore, we urge you to read and consider the full text of the amended advance notice provision in the Memorandum and Articles of Association contained in Annex 1 before you cast your vote.

(ii) Amendment to the Articles of Association in response to the enactment of the Companies Act 2014

As discussed in connection with Proposal 45 above, on June 1, 2015, the Companies Act 2014 became effective in Ireland. Although the changes to Irish company law will not impact the Company’sday-to-day operations, the Board of Directors is proposing to make certain amendments to the Company’s Articles of Association in addition to the proposed amendments to the Company’s Memorandum of Association, in order to confirm that the changes to Irish company law effected by the Companies Act 2014 will not have unintended effects on the application of the Company’s Articles of Association.

For example, the Companies Act 2014 contains optional statutory provisions, which will apply automatically to the Company unless such provisions are explicitly excluded from the Company’s Articles of Association. Because many of these optional statutory provisions are already covered by the Company’s current Articles of Association, to avoid any confusion and to continue the Company’s existing approach of setting out regulations governing the Company rather than relying on statutory defaults, the Board of Directors has proposed the Company explicitly exclude such optional statutory provisions from the Company’s Articles of Association. A summary has been prepared listing the optional provisions in the Companies Act 2014 that the Company is proposing to exclude from the Company’s Articles of Association. Such summary is contained in Part I of Annex 2.

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One such optional statutory provision that the Board of Directors is not proposing to exclude is the provision enabling shareholders holding not less than 50% of the paid up share capital of the Company to convene an extraordinary general meeting of the Company. This provision benefits shareholders by providing them the enhanced ability to cause an extraordinary general meeting of the Company by eliminating the requirement that the Board of Directors must call such a meeting.

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Part II of Annex 2 contains a summary of the other administrative amendments that the Board of Directors is proposing to make to the Company’s Articles of Association to address the enactment of the Companies Act 2014. SomeAssociation. The majority of these amendments are for the purposes of addressing inconsistencies between the existing Articles of Association and the provisions of the Companies Act 2014. Other amendments are made to update legislative references in keeping with the equivalent provisions of the Companies Act 2014.2014 or to make other clarificatory changes.

A copy of the Articles of Association, in the form proposed to be amended by the following special resolution, and which captures the above two categories of proposed changes, is attached to this proxy statement, as Annex 1. While the tables contained in Parts I and II of Annex 2 are intended to be useful summaries, they are not complete, and therefore, we urge you to consider the full text of the amended Memorandum and Articles of Association contained in Annex 1 before you cast your vote.

Vote Required

The affirmative vote of atAt least 75% of the issued ordinary shares entitled to vote and be represented at the Annual Meetingvotes cast, in person or by proxy, at the Annual Meeting will be required to approve the amendment of the Company’s Articles of Association. In addition, the adoption of Proposal 56 is subject to and conditioned upon shareholder approval of Proposal 4.5.

Accordingly, the Board of Directors is requesting that the shareholders approve the following resolution as a special resolution of the Company:

“RESOLVED as a special resolution that, subject to and conditional upon Proposal 45 being passed, the Articles of Association of the Company, in the form produced to the meeting (a copy of which are marked ‘X’ for identification and as shown in Annex 1 of the proxy statement), be adopted in substitution for, and to the exclusion of, the existing Articles of Association of the Company.”

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Proposal 6: Approval of an Amendment to7: Amend the Endo International plc Amended and Restated 2015 Stock Incentive Plan

Incentive PlanSummary

On June 9, 2015, shareholders approved the Endo International plc 2015 Stock Incentive Plan (the “Plan”).Plan. On March 20,June 9, 2016 our Board of Directorsshareholders approved subject to shareholder approval at the Annual Meeting, an amendment to the Plan. The reasons for the amendment are tothat imposed a limit on the value of equity grants that may be made to eachnon-employee director of the Company to $750,000 and to make certainprovided technical updates to reflect changes in accounting rules. The text

To ensure that we have the continued ability to grant equity awards to our employees andnon-employee directors, which are an integral part of our compensation programs, the Board of Directors, upon recommendation by the Compensation Committee, adopted, subject to shareholder approval, an amendment of the proposed amendmentEndo International plc Amended and Restated 2015 Stock Incentive Plan (the “Plan”) to increase the authorized number of shares of Company stock that may be issued with respect to awards under the Plan by ten million (10,000,000) shares. We are also asking shareholders to approve the Plan, as amended, to permit certain awards granted under the Plan to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as further discussed below. Finally, we have also updated the Irish statutory references in the Plan to ensure consistency with the Companies Act 2014. The Plan, as amended, otherwise restates the terms and conditions of the prior plan, which was filed as Exhibit 10.3 to our Form10-Q filed with the SEC on August 9, 2016.

As of April 13, 2017, there were 2,095,729 shares available for future grants under the Plan, which became available for reuse in connection with the forfeiture of previously granted awards. You are being asked to approve the Plan to increase the number of shares of Company stock that can be issued under the Plan by ten million (10,000,000) (representing less than 4.5% of our issued and outstanding shares) bringing the total number of shares available for future grants under the Plan as of April 13, 2017 to 12,095,729.

Assuming a quorum is present, the affirmative vote of a majority of the Company stock voted on the proposal at the meeting in person or by proxy will be required to approve the Plan.

Long-term equity awards are a key element of our compensation programs and accomplish the following objectives:

We need additional shares to help achieve our goals and enable us to continue making long-term equity awards to employees to incentivize them to grow the Company, and to attract and retain key individuals who are essential to the long-term success of the Company. If the shareholders do not approve the Plan, then the terms, conditions and current share reserve of the Plan will continue in effect, but we may not have a sufficient number of shares available for future grants under the Plan.

In determining the number of shares of Company stock to request for approval, our management and the Compensation Committee, in consultation with our compensation consultant, evaluated the dilution, historic share usage, burn rate, and the existing terms of outstanding equity awards. We believe the increased dilution resulting from the approval of the Plan is set forthmoderate and consistent with shareholder interests. For additional information on our dilution, historic share usage and burn rate, see the section entitled “Dilution and Historical Share Usage” below.

Vote Required

A majority of the votes cast, in Annex 3person or by proxy, at the Annual Meeting will be required to this Proxy Statement.approve the Plan. Abstentions will not be considered votes cast in respect of the proposal.

As part

Dilution and Historical Share Usage

Dilution. Subject to shareholder approval of the Plan, together with12,095,729 shares of Company stock will be reserved for issuance under the Plan as of April 13, 2017, which represents approximately 5.4% of our compensation advisors.issued and outstanding shares. The Board of Directors believes that this number of shares constitutes reasonable potential equity dilution and provides a significant incentive for employees to increase the value of the Company for all shareholders. The closing trading price of each share of Company stock as of the record date was $10.75.

As of the record date, Endo had: (i) 223,111,738 shares of Company stock outstanding; (ii) 6,591,785 stock options outstanding (vested and unvested), all of which had exercise prices greater than Endo’s stock price as of the record date; and (iii) 3,893,271

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shares of unvested restricted stock and restricted stock units outstanding. The new shares available under the Plan would represent an additional potential equity dilution of approximately 4.5%. Including the proposed amendment promotesadditional shares under the Plan, the potential equity dilution from all equity incentive awards outstanding and available for grant under all of our equity plans would result in a maximum potential equity dilution of approximately 10.1%.

Of the new shares reserved for issuance under the Plan, no more than half of such shares will be issued as “full value awards.” The shares may be authorized but unissued Company stock or authorized and issued Company stock held in the Company’s treasury. If any shares subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares to the participant, the shares of Company stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or expiration, again be available for awards under the Plan except that any shares of Company stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the Plan. In no event may the total number of shares of Company stock subject to awards granted to any one participant during any tax year of the Company, exceed one million five hundred thousand (1,500,000) shares (based on highest levels of performance resulting in maximum payout), subject to adjustment for certain transactions. The maximum fair market value of shares of Company stock subject to awards that may be granted to eachnon-employee director participant in any consecutive twelve-month period is limited to $750,000.

The quantity of shares available for issuance under the Plan is required to provide the Company with the ability to support ourpay-for-performance compensation philosophy by offering the appropriate level of incentives to effectively attract, motivate and retain highly-talented individuals, while supporting our strategic growth objectives focused on the creation of shareholder value. As exhibited by the Company’s responsible use of equity over the past several years and good compensationcorporate governance practices associated with equity and executive compensation practices in supportgeneral, the stock reserved under the Plan will provide the Company with the platform needed for continued Company growth, while managing program costs and share utilization levels within acceptable industry standards.

Share Usage. In determining the number of shareholder interests. Ifshares to request for approval, we evaluated the dilution and historic share usage (as described above), burn rate and the existing terms of outstanding awards under our shareholders do not approveequity plans. The annual share usage under our equity plans for the Amendment, the current Plan (prior to such proposed amendment) will remain in effect.last three fiscal years was as follows:

Description of Material Features of the Plan

Except as set forth in the proposed amendment, the Plan is identical to the version approved by shareholders in 2015.Terms and Provisions. The material featuresterms and provisions of the Plan, assuming this Proposal 7 is approved, are summarized below, whichbelow. Except as discussed in this Proposal 7, no additional changes are being made to the Plan previously approved by shareholders. This description is not intended to be complete and is qualified in its entirety by reference to the full textPlan, a copy of the Plan.which is attached as Annex 3 to this Proxy Statement.

Administration.Administration. The Plan is administered by the Compensation Committee, whowhich was appointed by our Board of Directors. The Compensation Committee has the authority, in its sole discretion, subject to and not inconsistent with the express terms and provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or as necessary or advisable. The Compensation Committee may delegate all or any part of its authority under the Plan to an employee, employees or committee of employees. All decisions, determinations, and interpretations of the Compensation Committee are final and binding, and no member of the Compensation Committee will be liable for any action taken or determination made in good faith with respect to the Plan or any award.

Eligibility.Eligibility. Awards pursuant to the Plan may be granted to employees of the Company, including officers and directors who are employees, tonon-employee directors, and to consultants of the Company. Incentive stock options may only be granted to Company employees (including officers and directors who are also employees). All of ournon-employee directors are eligible to participate in the Plan, and the number of employees who participate in the Plan is approximately 700.760.

Shares Available.Available. As of April 14, 2016, 7,052,25213, 2017, 12,095,729 shares of Company stock are reserved for issuance under the Plan, subject to adjustment for a change in capitalization. Of the totalnew shares reserved for issuance under this Plan, no more than half of such shares may be issued as “full value awards”.awards.” The shares may be authorized but unissued Company stock or authorized and issued Company stock held in the Company’s treasury. If any shares subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares to the participant, the shares of stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or

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expiration, again be available for awards under the Plan except that any shares of Company stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the Plan. In no event may the total number of shares of Company stock subject to awards awardedgranted to any one participant during any tax year of the Company, exceed one million five hundred thousand (1,500,000) shares (based on highest levels of performance resulting in maximum payout), subject to adjustment for certain transactions. The proposed amendment will also limitAlso the maximum fair market value of annual equityshares of Company stock subject to awards that may be granted to eachnon-employee director participants, as noted above.participant in any consecutive twelve-month period is limited to $750,000.

Description of Awards.Awards. The Plan provides for the grant of stock options, stock appreciation rights, shares of restricted stock, stock bonus, performance awards or other share-based or cash-based awards. Subject to earlier vesting on certain events, as described below, no award (or portion of an award) granted under the Plan provides for vesting prior to the first anniversary of its date of grant. However, awards that result in the issuance of an aggregate of up to 5% of the shares of Company stock available under the Plan may be granted under the Plan without regard to such minimum vesting provisions. In addition, as described below, awards that are subject to time-based vesting conditions are generally required under the Plan to vest over a 3-yearthree-year period. However, awards that result in the issuance of an aggregate of up to 5% of the shares of common stock available under the Plan may be granted under the Plan without regard to such minimum vesting provisions.

Stock Options.Options. Options granted under the Plan may be incentive stock options meeting the definition of an incentive stock option under Section 422 of the Internal Revenue Code or options which do not qualify as incentive stock options (referred to as nonqualified options). An award will be evidenced by an award agreement that specifies the option price, duration of the option, the number of shares to which the option pertains, termination and transferability rights and other provisions as the Compensation Committee may determine to be appropriate. The option price for each grant will be at least equal to the fair market value of the shares subject to the option on the grant date of the option. The date on which the Compensation Committee adopts a resolution granting an option will be considered the grant date of the option, unless such resolution specifies a later date. No option may be exercised later than the tenth anniversary date of its grant. Notwithstanding the foregoing, if the vesting condition for any option (other than options excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any award relates to the attainment of specified performance goals, such award will vest over a performance period of not less than one year (subject to earlier vesting on certain events described below).

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Stock Appreciation Rights (SARs).. The Compensation Committee may grant SARs under the Plan, either in tandem with stock options or freestanding and unrelated to options. Tandem SARs may be exercised only when the related option is exercisable. Freestanding SARs may be exercised upon such terms and conditions established by the Compensation Committee. Each SAR will be evidenced by an award agreement that will specify the grant price, the term of the SAR and other provisions as the Compensation Committee or board may determine to be appropriate. In no event will the appreciation base of the ordinary shares subject to the SAR be less than the fair market value of the shares on the date of grant. The term of the SAR may not exceed ten (10) years. Notwithstanding the foregoing, if the vesting condition for any SAR (other than SARs excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any award relates to the attainment of specified performance goals, such award will vest over a performance period of not less than one year (subject to earlier vesting on certain events described below). Upon exercise of a SAR, a participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the fair market value of a share on the exercise date and the appreciation base of the SAR, by (ii) the number of shares with respect to which the SAR is exercised.

Restricted Stock and Bonus Stock Bonus.. The Compensation Committee may grant restricted stock awards, alone or in tandem with other awards under the Plan, subject to such restrictions, terms and conditions, as the Compensation Committee may determine in its sole discretion and as may be evidenced by the applicable agreements. The vesting of a restricted stock award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any subsidiary, upon the attainment of specified performance goals, and/or upon such other criteria as the Compensation Committee may determine in its sole discretion. Notwithstanding the foregoing, if the vesting condition for any award that is settled in Company stock, such as restricted stock awards (full value awards) (other than full value awards excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any full value award (including award of restricted stock) relates to the attainment of specified performance goals, such full value award will vest over a performance period of not less than one year (subject to earlier vesting on certain events described below). Each agreement with respect to a restricted stock award will set forth the amount (if any) to be paid by the participant with respect to the award and when and under what circumstances such payment is required to be made. The Compensation Committee may grant stock bonus awards, alone or in tandem with other awards under the Plan, subject to such terms and conditions as the Compensation Committee may determine in its sole discretion and as may be evidenced by the applicable agreement.

Performance Awards.Awards. The Compensation Committee may grant performance awards, alone or in tandem with other awards under the Plan, to acquire shares of Company stock in such amounts and subject to such terms and conditions as the

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Compensation Committee may, from time to time in its sole discretion, determine, subject to the terms of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Internal Revenue Code, unless the Compensation Committee will determine otherwise, the Performance Awards will provide that payment will be made within 2 1/2 months after the end of the year in which the Participant has a legally binding vested right to such award. No dividends or dividend equivalents will be paid in respect of unvested performance awards. In the event that the Compensation Committee grants a performance award or other award (other than a nonqualified option or incentive stock option) that is intended to constitute qualified performance-based compensation within the meaning Section 162(m) of the Internal Revenue Code, the following rules will apply: payments under the award will be made solely on account of the attainment of one or more objective performance goals. The performance goals must be established in writing by the Compensation Committee not later than 90 days after the commencement of the period of service to which the award relates (but in no event after 25 percent of the period of service has elapsed). The performance goal(s) to which the award relates may be based on one or more of the business criteria set forth in the Plan.

Other Stock- or Cash-Based Awards.Awards. The Compensation Committee is authorized to grant other stock-based awards or other cash-based awards, as deemed by the Compensation Committee to be consistent with the purposes of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Internal Revenue Code, unless the Compensation Committee will determine otherwise, the awards will provide that payment will be made within 2 1/2 months after the end of the year in which the participant has a legally binding vested right to such award. With respect to other cash-based awards intended to qualify as performance based compensation under Section 162(m) of the Internal Revenue Code, (i) the maximum value of the aggregate payment that any participant may receive with respect to any such other cash-based award that is an annual incentive award is $5,000,000, (ii) the maximum value of the aggregate payment that any participant may receive with respect to any such award that is a long-term cash incentive award is the amount set forth in clause (i) above multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve, (iii) the achievement of the awards will be based on the business criteria listed under “Performance Awards” above, and (iv) the additional rules described above applicable to awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code will apply. The Compensation Committee may establish such other rules applicable to the other stock- or cash-based awards to the extent not inconsistent with Section 162(m) of the Internal Revenue Code.

Termination of Service.Service. Unless the applicable award agreement provides otherwise or the Compensation Committee in its sole discretion determines otherwise, the Plan generally provides for the treatment of outstanding awards in the event of a

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termination of a participant’s service with or without cause (as such term is defined in the Plan), for good reason (or any like term as defined under a participant’s employment agreement), or as a result of voluntary retirement, death or disability.

Effect of Change in Control. Unless the applicable award agreement provides otherwise, in the event of a Change in Control (as such term is defined in the Plan), and in accordance with the requirements of Section 409A of the Internal Revenue Code:

Amendment or Termination of the Plan.Plan. Subject to certain limitations, the Board of Directors or the Compensation Committee may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, neither the Board of Directors, the Compensation Committee nor their respective delegates will have the authority to(a) re-price (or cancel andre-grant) any option or, if applicable, othereither award at a lower exercise, base or purchase price, or (b) cancel underwater options or stock appreciation rights in exchange for cash (at any time when the fair market value as defined in the Plan of the Company stock is less than the exercise price of the option or stock appreciation right) without first obtaining the approval of the Company’s shareholders.

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Federal Income Tax Consequences of the Company’s Amended and Restated 2015 Stock Incentive Plan.Plan

The following discussion of certain relevant federal income tax effects applicable to stock options and other stock-based awards granted under the planPlan is a summary only, and reference is made to the Internal Revenue Code for a complete statement of all relevant federal tax provisions.

Options.Options. With respect to nonqualified options (NSO), the participant will recognize no income upon grant of the option, and, upon exercise, will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of option exercise over the amount paid by the participant for the shares. Upon a subsequent disposition of the shares received under the option, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition.

In general, no taxable income is realized by a participant upon the grant of an incentive stock option (“ISO”)(ISO). If ordinary shares are issued to a participant (option shares) pursuant to the exercise of an ISO granted under the planPlan and the participant does not dispose of the option shares within thetwo-year period after the date of grant or within one year after the receipt of such option shares by the participant (a disqualifying disposition), then, generally (i) the participant will not realize ordinary income upon exercise and (ii) upon sale of such option shares, any amount realized in excess of the exercise price paid for the option shares will be taxed to such participant as capital gain (or loss). The amount by which the fair market value of ordinary shares on the exercise date of an ISO exceeds the purchase price generally will constitute an item which increases the participant’s “alternative minimum taxable income.”

If option shares acquired upon the exercise of an ISO are disposed of in a disqualifying disposition, the participant generally would include in ordinary income in the year of disposition an amount equal to the excess of the fair market value of the option shares at the time of exercise (or, if less, the amount realized on the disposition of the option shares), over the exercise price paid for the option shares. Subject to certain exceptions, an option generally will not be treated as an ISO if it is exercised more than three months following termination of employment. If an ISO is exercised at a time when it no longer qualifies as an ISO, such option will be treated as an NSO as discussed above.

In general, we will receive an income tax deduction at the same time and in the same amount as the employee recognizes ordinary income.

Payment of Option Price in Shares.Shares. If an option is exercised through the use of Company stock previously owned by the participant (subject to applicable law), such exercise generally will not be considered a taxable disposition of the previously owned shares and, thus, no gain or loss will be recognized with respect to such previously owned shares upon such exercise. The amount of anybuilt-in gain on the previously owned shares generally will not be recognized until the new shares acquired on the option exercise are disposed of in a sale or other taxable transaction. However, if the previously owned shares were acquired on the exercise of an incentive stock option and the holding period requirement for those shares was not satisfied at the time they were used to exercise a stock option, such use would constitute a disqualifying disposition of such previously owned shares resulting in the recognition of ordinary income in the amount described above.

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SARs. The recipient of a grant of SARs will not realize taxable income and we will not be entitled to a deduction with respect to such grant on the date of such grant. Upon the exercise of an SAR, the recipient will realize ordinary income equal to the amount of cash (including the amount of any taxes withheld) and the fair market value of any shares received at the time of exercise. In general, we will be entitled to a corresponding deduction, equal to the amount of income realized.

Restricted Stock.Stock. A participant who receives a grant of restricted stock will not recognize any taxable income at the time of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). A participant’s rights in restricted stock awarded under the planPlan are subject to a substantial risk of forfeiture if the rights to full enjoyment of the shares are conditioned, directly or indirectly, upon the future performance of substantial services by the participant. However, the participant may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the participant does not make a Section 83(b) election within 30 days of receipt of the restricted shares, the fair market value of the shares on the date the restrictions lapse, less any amount paid by the participant for such shares, will be treated as compensation income to the participant and will be taxable in the year the restrictions lapse. We generally will be entitled to a compensation deduction for the amount of compensation income the participant recognizesrecognizes.

Other Types of Awards.Awards. With respect to other awards under the Plan, generally when the participant receives payment with respect to an award, the amount of cash and fair market value of any other property received will be ordinary income to the participant, and the Company generally will be entitled to a tax deduction in the same amount.

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New Plan Benefits

Future grants under the Plan will be made at the discretion of the Compensation Committee and, accordingly, are not yet determinable. In addition, benefits under the Plan will depend on a number of factors, including the fair market value of our ordinary shares on future dates and the exercise decisions made by the participants. Consequently, at this time, it is not possible to determine the future benefits that might be received by participants receiving discretionary grants under the Plan. The following table reflects annual awards made under the Plan in 2016.

Current Equity Compensation Plan Information

The following information relates to plans in effect as of December 31, 20152016 under which equity securities of Endo may be issued to employees and directors.

Registration with the SEC

We intend to file with the SEC a registration statement on FormS-8 covering the Company stock reserved for issuance under the Plan.

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As of April 14, 2016, the Company had 222,660,743 ordinary shares outstanding, and under the Endo International plc 2004, 2007, 2010, 2015 and Assumed Stock Incentive Plans: (i) 4,048,005 stock options outstanding (vested and unvested), with a weighted average exercise price of $51.14 and a weighted average remaining term of 6.71 years; and (ii) 2,066,439 shares of unvested restricted stock and restricted stock units outstanding. As of April 14, 2016, 7,052,252 shares were available for grant under the Endo International plc 2015 Stock Incentive Plan, which is the sole equity compensation plan under which the Company grants equity awards. The closing price of the Company’s ordinary shares on April 14, 2016 was $27.16.

Vote Required

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy will be required to approve the amendment to the Plan. Abstentions will not be considered votes cast in respect of the proposal.

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Compensation Discussion and Analysis

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Executive Compensation Program

The Company’s primary objectives with respect to the development and implementation of executive compensation programs are to attract, retain and motivate highly qualified talent, as well as align executive compensation with the Company’s overall operating performance and business strategies, closely linked to the enhancement of shareholder value. The Compensation Committee believes that the most effective executive compensation program is one that is designed to recognize the achievement of specific annual, long-term and strategic goals of the Company, rewarding executives who contribute to meeting and exceeding the Company’s business objectives, with the ultimate objective of improving shareholder value.

The three principal components of the Company’s total compensation are: base salary, annual cash incentive compensation and equity-based LTI compensation. In allocating compensation among these elements, we believe that the majority of the compensation of our senior-most levels of management—the levels of management having the greatest ability to influence the Company’s performance—should be performance-based.

In making decisions with respect to any element of a named executive officer’s compensation, the Compensation Committee considers the total compensation that may be awarded to the officer, including salary, annual ICincentive compensation cash bonus and long-term incentive compensation. In addition, in reviewing and approving employment agreements for NEOs, the Compensation Committee considers the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances. The Compensation Committee’s goal is to award compensation that is competitive to attract and retain highly qualified leaders and motivate high business performance. The Compensation Committee believes that its compensation programs align executive and shareholder interests by effectively calibrating compensation payout levels with individual and Company performance.

Base Salary

Purpose.Purpose. The objective of base salary is to reflect job responsibilities, value to the Company and individual performance while taking into consideration market competitiveness. We seek to provide our executive officers with competitive annual base salaries in order to attract and retain them. While the base salary component of our executive officer compensation program is primarily designed to provide the baseline level of compensation to executive officers, individual performance is also a key consideration when establishing appropriate base salary levels, further supporting the Company’spay-for-performance philosophy.

Considerations.Considerations. Salaries for the NEOs are determined initially by each individual’s employment agreement which are described under “Employment and Change in Control Agreements; Severance Agreements” below. These salaries and the amount of any increase over these salaries are determined by the Compensation Committee based on a variety of factors, including:

Base salaries are generally reviewed annually. In reviewing salaries, the Compensation Committee adjusts salaries from time to time to realign salaries with market levels, individual performance and incumbent experience. The Compensation Commit-

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teeCommittee also considers salaries relative to those of others within the Company and may, on occasion, make adjustments to salaries

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or other elements of total compensation, such as annual incentive compensation and long-term incentive targets, where such an adjustment would correct a compensation imbalance, as the Compensation Committee deems appropriate.

20152016 Decisions Regarding Base Salary.Salary. In November 2015,October 2016, as part of the Compensation Committee’s annual review of compensation, Korn Ferry Hay Group provided the Compensation Committee with a market assessment of the competitive compensation for the Company’s executive officers. This assessment included reviewing the Pay Comparator Companies and:

Based on the competitive market data referred to above, the Compensation Committee developed, with the assistance of Korn Ferry Hay Group, market medians of compensation for each of Endo’s compensation elements (base salary, target annual incentive compensation, and expected target value of long-term incentive compensation) and then compared each NEO’s current compensation to the market median for each data sample. The market data and the performance of each of Endo’s NEOs are reviewed each year, but there is no assurance that any of their individual compensation packages will be aligned with the market. Please reference the “Individual Compensation Determination” section for approved salary actions.

Performance-Based Annual Cash Incentive Compensation

Purpose.Purpose. The compensation program provides for an annual cash incentive that directly reinforces the Company’spay-for-performance approach. This incentive compensation or IC, program is a short-term performance-based incentive plan that rewards the achievement of annual goals and objectives, as well as longer-range strategic goals. TheBoth the Company and individual performance goals, and the resulting payments, arepre-established and formulaic. The objective of the program is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with shareholder value.

The Compensation Committee will annually assess each NEO’s achievement against the Company’s annualpre-established and formulaic objectives, while operating within the structure of the Internal Revenue Code Section 162(m) compliant ICincentive compensation program, which allows for a maximum bonus equal to 225% of the target bonus amount andbased on the useachievement ofpre-established consolidated adjusted net income goals. The Committee then applies negative Committee discretion based on actual performance.quantifiable Company scorecard and individual performance objectives. The following illustrates the mechanics underlying the annual cash incentive calculation:

The respective annual cash ICincentive compensation target for each named executive officer related to 2015,2016, paid in early 2016,2017, is expressed in the graph below.

Annual incentive compensation targets for our Former Named Executive Officers, as defined in the “Compensation of Executive Officers and Directors” section, were 125%, 60% and 55% for Messrs. De Silva, Varghese and Lortie, respectively, with their annual incentive compensation opportunities governed by the terms of their respective separation agreements. Mr. Upadhyay was not eligible for a 2016 annual incentive compensation bonus per the terms of his employment agreement. Please reference the “Individual Compensation Determination” section for additional information.

Considerations.Considerations. The annual cash ICincentive compensation program includes relative incentive levels based on theeach NEO’s specific position accountabilities, performance objectives and impact on overall Company operations,strategic and operating performance, with target awards

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established as a percentage of base salary. Each NEO’s target ICannual incentive compensation bonus is initially established pursuant to his or her employment agreement, which is determined based on all factors that the Compensation Committee deems relevant, including (but not limited to) a review of Pay Comparator Company compensation. The ICannual incentive compensation metrics are aligned with the Company’s business strategy and the use of consolidated adjusted net income, as well as the Company scorecard objectives including adjusted revenue, adjusted diluted EPS, andnon-financial metrics, and are supported by practices observed among our Pay Comparator Companies. The Compensation Committee establishes annual incentive plan targets based upon the Company’s strategic and business plans and then aligns the compensation plan with the Company’s financial guidance for the year. Related to financial guidance, the low end of the plan payout threshold, which is significantly below target compensation awards amounts, is typically aligned with the

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low end of the guidance range. Achieving the high end of the bonus payout threshold is contingent upon achieving significantly higher financial performance than the top end of the guidance range. The annual bonus process for our NEOs involves two basic steps:

These two steps are further described below:

Discretion.Discretion. Under the ICannual incentive compensation program, the Compensation Committee has discretion, in appropriate circumstances, to pay annual incentive compensation at less than or in excess of target levels (e.g., in determining the extent to which thepre-set performance goals are met for a given period, the Compensation Committee exercises its judgment whether to reflect or exclude the impact of changes in accounting principles and extraordinary, unusual or infrequently occurring events reported in the Company’s public filings, but no more than the lesser of 1) the maximum aggregate amount of the annual incentive pool based on apre-established fixed percentage of consolidated adjusted net income, or 2) a maximum individual amount of $5,000,000 for the President and Chief Executive Officer and three other highest-paid executive officers (not including the Company’s Executive Vice President & Chief Financial Officer in accordance with IRCSection 162(m)) of the Internal Revenue Code), which is the amount approved by shareholders in accordance with IRCSection 162(m) of the Internal Revenue Code under Endo’s Amended and Restated 2015 Stock Incentive Plan. Further, pursuant to each of our NEOs’ employment agreements, target ICannual incentive compensation as a percentage of annual base salary may subsequently be increased at the discretion of the Compensation Committee. The Committee did not implement any ICPlease reference the “Individual Compensation Determination” section for approved target changes for the Company’s NEOs for the 2015 performance year.annual incentive compensation changes.

20152016 Decisions Regarding Incentive Compensation.Compensation. In late 2016, Endo established a new executive management team charged with recommending and implementing a new corporate strategy to drive the long-term success of the Company, as well as determine revised operating goals and objectives. Part of the charter of the executive leadership team was to adjust the cost structure of the business to align with revised financial expectations set on May 5, 2016. Based upon the progress achieved by the new management team and in consideration of Endo shareholders expectations, the Compensation Committee determined that negative discretion used to determine the 2016 bonuses should be based on the revised guidance as discussed below and then reduced to a capped company performance factor of 75%, which determines the actual annual incentive compensation amount paid to Endo’s NEOs.

The following information summarizes the components of the Company’s ICannual incentive compensation program and the basis for the actual award granted by the Compensation Committee for 2015.2016. With respect to 2015,2016, the annual award tofor each of the NEOsNEO was based on the achievement ofpre-established consolidated adjusted net income goals, with negative discretion derived from corporate goalsscorecard objectives, as well as each NEO’sbusiness segment performance results in the case of Messrs. Ciaffoni, Varghese and Lortie (see the section heading “2016 Financial Information About Segments” for information on business segment performance) and NEO individual performance and demonstrated leadership. The Compensation Committee established corporate performance goals for 2015, placing emphasis on the Company’s new priorities following the 2015 strategic assessment process. Following this assessment, the performance weightings were calibrated to alignperformance. While the program’s financial goalsconsolidated adjusted net income performance target remained unchanged in 2016, the underlying corporate scorecard performance objectives for 2016 emphasize the new executive team’s strategic priorities and strategic, operating and compliance priorities with the Company’s goals for 2015.objectives. The performance goals were weighted as follows (specific targets are discussed in the following section heading “2015 Company Performance Against Objectives”entitled “2016 Consolidated Financial Results”):

The above “scorecard” is structured so that objectives allow for a payout opportunity ranging from 0% to 225% of the target bonus opportunity (commensurate with performance), while operating within the structure of the Internal Revenue Code Section 162(m) compliant ICannual incentive compensation program, which allows for a maximum bonus equal to 225% of the target bonus amount, and the use of negative Committee discretion based on actual performance. Under the IC program, no bonuses will be paid if the Company does not achieve at least 90% of the pre-established annual adjusted net income target. These goals are set so that the Company’s financial performance achieved in each scenario will appropriately fund the cost of the cash incentives. The Compensation Committee however,also has the discretion to withhold annual cash incentives that otherwise would be made to any

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employees, including the NEOs, if it determines that overall performance is below performance thresholds. Moreover, the scorecard achievements are

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assessed based on whether the Company achieved the scorecard results considering (1) current healthcare compliance as reflected by a robust internal compliance program and as determined by outcomes of regulatory review and inspections, such as those of the Food and Drug Administration, and (2) progress on health and safety outcomes as determined by other regulatory and environmental matters.

In February 2017, the Compensation Committee approved modifications to the annual incentive compensation program, effective with the 2017 plan year. The modifications include the addition of a new Adjusted EBITDA Margin financial performance metric, and a reallocation of the financial performance weightings between Adjusted Revenue, Adjusted EBITDA Margin and Adjusted Diluted EPS, weighted 25%, 25% and 20%, respectively. The inclusion of Adjusted EBITDA Margin is supported by external practices and designed to measure the Company’s ability to leverage its operating platform to generate cash flow. Under the new scorecard configuration, Endo’s Strategic, Operating and Compliance Priorities will continue to account for 30% of the scorecard results.

2015 Company Performance Against Objectives.2016 Consolidated Financial Results. In 2015,2016, the Company continued to make significant progress in establishingshaping Endo as a leadinghighly focused generics and specialty branded pharmaceutical company through positive organicwith a strong set of assets in both generic and transactional growth,branded pharmaceuticals. Endo also largely delivered on its strategic priorities and targeted divestiture activity. Endooperating objectives despite financial headwinds and market factors. The Company also continued to expand the value of the established corporate structure, while succeeding in growing core branded and generic products, progressing key pipeline assets, and successfully defending and progressing key product patents. Further, upon Mr. Campanelli’s appointment to the position of President and CEO of Endo, substantial progress was made in reviewing all aspects of the Company’s Irish infrastructurebusiness performance and operational objectives. Following the review, decisions were taken to streamline the management structure, eliminate expenses in 2015, while advancing our corporate tax strategy, expanding Endo’s international capabilities and optimizing our transactional financing capabilities. In determining performance relative to the Company’s annual financial objectives, the designnon-core areas of the annual IC cash bonus plan requires adjustmentsbusiness and shift investments to be applied to revenue and diluted EPS in order to keep participants from being advantaged or disadvantaged as a result of certain unplanned and unbudgeted events or changes throughouthigher value growth assets. On an adjusted basis, the performance period. These include: a) adjustments for unbudgeted acquisitions during the performance period to include deal model base case revenue and EPS commitments in the Company’s performance targets; b) adjustments for unplanned material changes in share count during the performance period; and c) adjustments to neutralize foreign exchange impact versus budget during the performance period. These adjustments were applied in 2015, consistent with Endo’s prior year approach.

The Company achieved the following financial objective results in 20152016 compared to plan and prior year:year financial performance:

Achieved $4.013 billion and $3.292 billion in adjusted consolidated revenue from operations compared toin 2016 and 2015, planrespectively, consisting of $3.362$4.010 billion (97.9% of plan), representing an increase of 36% compared to 2014. Adjusted consolidated revenue from operations in 2015 consisted ofand $3.269 billion of revenue from continuing operations and an adjustment of $23.0 million of revenue related to nonrecurring items. Adjusted consolidated revenue from operationsdetermined in 2014 of $2.418 billion consisted of revenue from continuing operations of $2.381 billion and an adjustment of $37.0 million related to nonrecurring items.accordance with U.S. generally accepted accounting principles (GAAP), adjusted as described below.

Achieved adjusted diluted EPS of$4.73 and $4.68 compared to target of $4.37 (107.1% of plan), representing a 30% increase compared to 2014. Adjusted diluted EPS in 2015 of $4.68 consisted of adjusted diluted EPS from continuing operations in 2016 and 2015, respectively. These amounts consist of $4.66$(14.48) and an adjustment$(1.52) of $0.02 related to nonrecurring items. Adjusted diluted EPS in 2014 of $3.59 consisted of adjusted diluted EPS from continuing operations of $3.64 and an adjustment of ($0.05) related to nonrecurring items.determined in accordance with GAAP, adjusted as described below.

TheFully adjusted amounts are summarized in the graph below summarizes the Company’s financial results (numbers are reported in millions, other than per share information).

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