PROXY PAPER TEVA PHARMACEUTICAL …

1 PROXY PAPERTEVA PHARMACEUTICAL INDUSTRIES Stock Exchange: teva ISIN: IL0006290147 MEETING DATE:13 JULY 2017 RECORD DATE:13 JUNE 2017 PUBLISH DATE:27 JUNE 2017 COMPANY DESCRIPTION teva PHARMACEUTICAL Industries Limited develops,manufactures, markets, and distributes genericmedicines and a portfolio of specialty medicinesworldwide. It operates through two segments, GenericMedicines and Specialty MEMBERSHIP:TA-25; TA-100 SECTOR:HEALTHCAREINDUSTRY: PHARMACEUTICAL SCOUNTRY OF TRADE:ISRAELCOUNTRY OF INCORPORATION:UNITED STATESVOTING IMPEDIMENT:NONE DISCLOSURES:NONE OWNERSHIPESG PROFILEPREVIOUS BOARDVOTE RESULTSAPPENDIX2017 ANNUAL MEETING PROPOSALISSUEBOARDGLASS Election of Directors Elect Sol J.

2 Barer Elect Jean-Michel Halfon Elect Murray A. Goldberg Elect Nechemia Peres Elect Roberto A. Mignone Elect Perry Nisen Compensation Terms of Chair Employment Terms of Interim President and CEO Directors' Fees Amendment to the 2015 Long-Term Equity-BasedIncentive Plan 2017 Executive Incentive Compensation Plan Reduction of Authorized Shares Appointment of Auditor FORFORSHARE OWNERSHIP PROFILESHARE BREAKDOWN 1 SHARE CLASSADR-EACH CNV INTO 1 , MVOTES PER SHARE1 INSIDE OWNERS** CAPITAL IQ AND GLASS LEWIS. AS OF 27-JUN-2017 TOP 20 SHAREHOLDERS HOLDER OWNED*COUNTRYINVESTOR Ireland Public Company Research and Management United States Traditional Investment Manager Resources, United States Traditional Investment Manager Bank Investment Norway Government Pension Plan Sponsor , Hanley, Mewhinney & Strauss, United States Traditional Investment Manager , United States Traditional Investment Manager United States Traditional Investment Manager Mellon Asset United States Traditional Investment Manager Vanguard Group.

3 United States Traditional Investment Manager Management Group United States Traditional Investment Manager Capital Management, United States Hedge Fund Manager/CTA Cross, United States Traditional Investment Manager United States Traditional Investment Manager Investment Management Sweden Traditional Investment Manager United States Traditional Investment Manager & Co. United States Hedge Fund Manager/CTA United States Traditional Investment Manager Stanley, Investment Banking and Brokerage United States Bank/Investment Bank & Reed Investment Management United States Traditional Investment Manager Trust Global United States Traditional Investment Manager *COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ.

4 AS OF 27-JUN-2017 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION,ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%. SHAREHOLDER RIGHTS MARKETTHRESHOLDCOMPANY THRESHOLD1 VOTING POWER REQUIRED TO CALL A SPECIALMEETINGN/A 5% of issued shared capital and 1% of voting rights or 5% of votingrights VOTING POWER REQUIRED TO ADD AGENDA ITEM 1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER July 13, 2017 Annual Meeting 2 Glass, Lewis & Co., LLC : ELECTION OF DIRECTORSFORPROPOSAL REQUEST:Election of six directors RECOMMENDATIONS & CONCERNS:ELECTION METHOD:Majority FOR-Barer N.

5 NOT UP-Crane SUMMARYSix candidates are up for election as directors. Messrs. Barer, Halfon, Goldberg and Peres, with the latter two nominatedfor the first time, are each up for election to serve until the 2020 annual meeting, and Messrs. Mignone and Nisen are bothup for election for first terms, to serve until the 2019 annual OF DIRECTORS UPNAMEAGEGENDERGLASS LEWISCLASSIFICATIONCOMPANYCLASSIFICATION OWNERSHIP**COMMITTEESTERMSTARTYEARSONBOA RDAUDITCOMPGOVNOM Yitzhak Peterburg* CEO66 M Insider 1 NotIndependent Yes 2012 5 Sol J. Barer Chair69 M Independent 2 Independent Yes 2015 2 Rosemary A. Crane 57 F Independent Independent Yes 2015 2 Amir Elstein 61 M Independent Independent Yes C C 2009 8 Murray A.

6 Goldberg 72 M Independent Independent No 2017 0 Jean-Michel Halfon 65 M Independent Independent Yes C 2014 3 Gerald M. Lieberman 70 M Independent Independent Yes 2015 2 Galia Maor 74 F Independent Independent Yes 2012 5 Roberto A. Mignone 45 M Independent Independent No 2017 0 Perry Nisen 61 M Independent Independent No 2017 0 Nechemia Peres 58 M Independent Independent No 2017 0 Gabrielle Sulzberger 56 F Independent Independent Yes 2015 2 C = Chair, * = Public Company Executive, = Withhold or Against Recommendation Interim president and CEO. 2.**Direct, indirect or representational ownership of voting rights.

7 Below 5% displays as "Yes". teva July 13, 2017 Annual Meeting 3 Glass, Lewis & Co., LLC NAME ATTENDED ATLEAST 75% OFMEETINGS PUBLICCOMPANYEXECUTIVE ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS Yitzhak PeterburgYes Yes None Sol J. BarerYes No (4) InspireMD, Inc.; Edge Therapeutics, Inc.; Aevi Genomic Medicine Inc; ContraFect Corporation Rosemary A. CraneYes No (2) Zealand Pharma AS; Unilife Corporation Amir ElsteinYes No (1) Tower Semiconductor Ltd. Murray A. GoldbergN/A No (1) Aerie Pharmaceuticals, Inc. Jean-Michel HalfonYes No None Gerald M. LiebermanYes No None Galia MaorYes No (1) Strauss Group Ltd. Roberto A. MignoneN/A No None Perry NisenN/A No (1) Mirna Therapeutics Inc Nechemia PeresN/A No None Gabrielle SulzbergerYes No (2) Whole Foods Market, Inc.

8 ; Brixmor Property Group IncMARKET PRACTICEINDEPENDENCE AND COMPOSITIONTEVA*REQUIREMENTBEST PRACTICE Independent ChairYes Not Required1 N/A Board Independence 92% At least two external directors1 Majority; 1/3 for controlledcompanies2 Audit Committee Independence 100% Majority; all external directorsmust serve on this committee;chairman cannot be boardchairman and must beindependent, external director1 N/A Compensation Committee Independence 100% ; Independent Chair All external directors must serveon this committee; externaldirectors should comprisemajority; chairman must beindependent, external director1 N/A Nominating Committee Independence 100% ; Independent Chair N/A N/A Percentage of women on board25% If all directors unaffiliated withcontrolling shareholder(s) aresame gender, external directormust be of opposite gender1 N/A Directors' biographies6-K; Page 3* Based on Glass Lewis ClassificationIsraeli Companies Law of the Israeli Companies Law companies are governed by a one-tier structure, with a board of directors which appoints the Company's generalmanager.

9 The number of directors is determined by a company's articles of association; however, the Israeli CompaniesLaw states that listed companies are required to have at least two independent "external" or "outside" directors. The lawstates that external directors must be independent of the Company's controlling shareholders for the last two years, or inthe absence of a controlling shareholder, may not have a business relationship with the Company's chairman, CEO,significant shareholder, or senior financial officers. Two external directors may not serve on each others' boards and atleast one of the two external directors must be a financial/accounting expert. The law also states that externaldirectors serving at companies not listed on foreign exchanges may serve a maximum of three three-year terms.

10 teva July 13, 2017 Annual Meeting 4 Glass, Lewis & Co., LLC Best practice for boards in Israel is established by the Companies Law's First Addendum: Recommended CorporateGovernance Directives, which includes recommendations regarding director independence. In particular, it recommendsthat at least a majority of directors sitting on the board of a non-controlled company should be independent. In the case ofa controlled company, at least one-third of the directors should be independent. We note that under Israeli law, thecontrolling shareholder designation may be applied to a significant shareholder that holds less than a majority of acompany's regarding audit and compensation committee composition are detailed above in the board independenceand composition table.