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1.	By separate resolutions, to elect as Directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2017, the following individuals:

2.	To hold an advisory non-binding vote to approve the re-appointment of Deloitte & Touche LLP as the independent auditors of the Company and, by binding vote, to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

3.	To hold an advisory vote to approve the Company’s executive compensation.

4.	To approve the 2016 Mallinckrodt Pharmaceuticals Employee Stock Purchase Plan.

5.	To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares.

6.	To authorize the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution).

7.	To act on such other business as may properly come before the meeting or any adjournment thereof.

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•	Date and Time: March 16, 2016, at 9:30 a.m., local time

•	Place: Sofitel London Heathrow Hotel, Terminal 5, London Heathrow Airport, London TW6 2GD, United Kingdom. Shareholders in Ireland may participate in the Annual General Meeting by audio link at the offices of Arthur Cox, Earlsfort Centre, Dublin 2, Ireland

•	Record Date: January 8, 2016

•	Voting: If you owned Mallinckrodt ordinary shares at the close of business on the record date, then you may vote at the Annual General Meeting by following the procedures outlined in this Proxy Statement. Each ordinary share is entitled to one vote on each matter properly brought before the Annual General Meeting.

•	Ordinary Shares Outstanding as of Record Date: 112,434,856

•	Transfer Agent: Computershare Inc.

•	Place of Incorporation: Ireland

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•	Our Internet Notice of Availability of Proxy Materials;

•	Our Annual Report on Form 10-K for the fiscal year ended September 25, 2015; and

•	Our Irish Statutory Accounts for the fiscal year ended September 25, 2015 and the reports of the Directors and auditors thereon.

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•	Indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board of Directors; or

•	If you sign and return a proxy card without giving specific voting instructions,

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•	Are present and vote in person at the meeting;

•	Have voted by Internet or by telephone; or

•	Have submitted a proxy card or voting instruction form by mail.

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•	Director responsibilities;

•	Composition and selection of the Board, including qualification standards and independence guidelines;

•	Majority voting for directors;

•	The role of the Chairman of the Board or of an independent Lead Director;

•	Board committee establishment, structure and guidelines;

•	Officer and director stock ownership requirements;

•	Meetings of non-employee directors;

•	Director orientation and continuing education;

•	Board access to management and independent advisors;

•	Communication with directors;

•	Board and committee self-evaluations;

•	Succession planning and management development reviews;

•	CEO performance reviews;

•	Recoupment, or “claw-back”, of executive compensation; and

•	Ethics and conflicts of interest.

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•	Is, or has been within the prior three years, an employee of Mallinckrodt or any of its subsidiaries;

•	Has an immediate family member who is, or has been within the prior three years, an executive officer of Mallinckrodt or any of its subsidiaries;

•	Is a current partner or employee of our auditor;

•	Has an immediate family member who is a current partner of our auditor or who is an employee of our auditor and personally works on our audit;

•	Has been, or has an immediate family member who has been, within the prior three years, a partner or employee of our auditor who personally worked on our audit during that time;

•	Is, or has an immediate family member who is, or has been within the prior three years, employed as an executive officer of a public company that has or had on the compensation committee of its board one of our executive officers (during the same period of time);

•	Has, or has an immediate family member who has, received more than $120,000 in direct compensation from Mallinckrodt, other than director and committee fees or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), in any 12-month period within the prior three years;

•	Is a current employee, or has an immediate family member who is a current executive officer, of a company that has made payments to, or received payments from, Mallinckrodt for property or services in an amount that, in any of the prior three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues; or

•	Is, or his or her spouse is, an executive officer, director or trustee of a charitable organization to which our contributions, not including our matching of charitable contributions by employees, exceed, in any single fiscal year within the prior three years, the greater of $1 million or 2% of such organization’s total charitable receipts during that year.

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•	Directors should be individuals of the highest ethical character and integrity;

•	Directors should have demonstrated management ability at senior levels in successful organizations, including as the chief executive officer of a public company or as the leader of a large, multifaceted organization, including government, educational and other non-profit organizations;

•	Each director should have the ability to provide wise, informed and thoughtful counsel to senior management on a range of issues and be able to express independent opinions, while at the same time working as a member of a team;

•	Directors should be free from any conflict of interest or business or personal relationship that would interfere with the duty of loyalty owed to us; and

•	Directors should be independent of any particular constituency and be able to represent all of our shareholders.

•	The name and address of the candidate;

•	A brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above; and

•	The candidate’s signed consent to serve as a director if elected and to be named in our proxy statement.

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•	Our use of different types of compensation vehicles that provide a balance of long- and short-term incentives with fixed and variable components;

•	Our use of a variety of performance metrics, both absolute (e.g., adjusted EPS) and relative to our peers (e.g., total shareholder return);

•	Our practice of looking beyond results-oriented performance in assessing the contributions of a particular executive;

•	Our share ownership requirements;

•	Our executive compensation clawback policy; and

•	The ability of the Human Resources and Compensation Committee to reduce incentive payouts if deemed appropriate.

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(1)

The amounts reported reflect the aggregate grant date fair value of restricted units granted in fiscal 2015, calculated in accordance with Accounting Standards Codification 718. The grant date fair value does not necessarily correspond to the actual value that will be recognized by each director, which will likely vary based on a number of factors, including our financial performance, share price fluctuations and applicable vesting. As of September 25, 2015, Mr. Booth had 2,569 unvested restricted units outstanding and each other current director listed in the table above had 1,715 unvested restricted units outstanding.

(2)	Reflects Company match of directors’ charitable contributions pursuant to our Matching Gift Program, as well as a one-time Company match of directors' charitable contributions made in connection with a January 2015 fundraising event.

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•	Net sales were $3.347 billion, compared with $2.082 billion in the prior year, representing a 60.8% increase.  The increase was primarily driven by the inclusion and performance of Acthar®, INOMAX® and OFIRMEV® in the Specialty Brands segment.  Importantly, Acthar net sales were $1.037 billion and Specialty Brands operating income grew $701.9 million;

•	Net income from continuing operations was $310.8 million, compared with a $143.8 million loss in fiscal 2014.  The fiscal 2014 loss included a $151.6 million impairment charge;

•	Diluted earnings per share from continuing operations were $2.63 compared with a loss of $2.22 in fiscal 2014;

•	Net cash provided by operating activities was $896.4 million, compared with $373.4 million in fiscal 2014;

•	We completed the acquisitions of Ikaria and Therakos, further expanding our Specialty Brands portfolio; and

•	We announced the planned divestiture of our Contrast Media and Delivery Systems business, and subsequently the transaction was completed on November 27, 2015.

•	Design our pay programs to help ensure that the long-term incentive pay and the funding of a significant portion of short-term incentive pay of our named executive officers ("NEOs") are linked to our overall performance;

•	Maintain market appropriate share ownership requirements, including 5x base salary for our President and Chief Executive Officer ("CEO") and 3x base salary for our other NEOs, which helps to ensure that they have a significant stake in our long-term success;

•	Grant equity awards that generally vest over a minimum three-year period;

•	Prohibit the repricing or exchange of equity awards without shareholder approval; and

•	Review our compensation programs and policies to ensure they do not encourage excessive risk-taking.

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•	Have the Human Resources and Compensation Committee ("HRCC") oversee executive talent and succession planning processes, not just strictly compensation decisions;

•	Involve HRCC members in the executive officer selection process;

•	Conduct annual Management Talent Reviews that assess critical organization capabilities, executive team performance, succession depth and retention risk;

•	Share results of the Management Talent Review for our most senior executives with the HRCC;

•	Solicit performance feedback from the full Board regarding our CEO's performance; and

•	Require annual performance evaluations for all executives.

•	Maintain executive compensation principles to support and drive our business strategies, goals and values;

•	Weight our executive compensation mix heavily toward variable, rather than fixed compensation;

•	Design our programs to differentiate payouts based upon business and individual performance, so that our programs deliver below target compensation to executives in years with below target performance and deliver above target compensation to executives in years with above target performance; and

•	Include both relative and absolute performance metrics in our long-term performance units program.

•	Set our target executive compensation structure competitively with our defined market for talent;

•	Review our executive compensation peer group on a regular basis to help ensure it is representative of our market for talent and our business portfolio;

•	Use multiple industry surveys and advisory resources to help ensure a current understanding of changing market competitive practices; and

•	Provide market competitive benefits for our executive officers.

•	Have an executive compensation clawback policy that allows us to recover performance-based cash and equity incentive compensation paid to executives in various circumstances;

•	Do not enter into long-term employment contracts with our executive officers (except as required outside the United States);

•	Provide for "double trigger" severance upon a change in control;

•	Prohibit directors, officers and employees from entering into or trading in puts, calls, cashless collars, options or similar rights and obligations involving our securities, other than the exercise of a Company-issued stock option;

•	Prohibit tax gross-ups to our executives other than for relocation expenses and limited business-related benefits; and

•	Engage an independent compensation consultant as an advisor to the HRCC and formally review the advisor's performance and independence annually.

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•	Mark Trudeau, President and Chief Executive Officer.

•	Matthew Harbaugh, Senior Vice President and Chief Financial Officer.

•	Frank Scholz, Senior Vice President, Global Operations.

•	Hugh O’Neill, Senior Vice President and President, Autoimmune and Rare Diseases.

•	Gary Phillips, Senior Vice President and Chief Strategy Officer.

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•	Compensation should strongly align the interests of executive officers with those of shareholders;

•	Compensation policies and practices should support effective governance;

•	The focus should be on total compensation opportunity (base salary, annual incentive compensation and long-term incentive compensation) with an explicit role for each element;

•	Compensation should be competitive, but not excessive, in order to attract and retain talented executive officers who can achieve our long-term strategic goals and create shareholder value;

•	Compensation that results from performance should deliver above target compensation when we exceed our target goals and below target compensation when our performance falls short of our goals;

•	Compensation should reward corporate, group and individual performance to encourage collaboration and collective interests, while rewarding key contributors;

•	Compensation should support our business strategy in the areas of customer focus, globalization, operational excellence and innovation, as well as our talent strategy;

•	The reward elements should be balanced, with an emphasis on performance-based compensation;

•	Compensation goals and practices should be transparent and easy to communicate, both internally and externally; and

•	Goal setting is a key activity and should be conducted in a rigorous manner resulting in targets that reflect stretch, yet achievable, levels of performance.

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•	Company, business unit and individual performance;

•	Market data on compensation opportunities of officers with similar responsibilities at comparable companies;

•	The officer’s current and future responsibilities and potential contribution to our performance;

•	Retention considerations; and

•	Compensation levels of our executives with similar levels of responsibility (“internal equity”).

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•	Adjusted EPS is defined as diluted earnings per share calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), as adjusted for certain items and their related tax effects. Adjusted EPS is an important measure because it provides a focus on profitable growth and expense control, and is viewed as a strong indicator of sustained performance over the long term.

•	Net sales revenue represents net sales calculated in accordance with GAAP, as adjusted for certain items. Net sales revenue is an important measure because it is a leading indicator of performance and value creation and provides a clear focus on top-line growth.

•

Free cash flow is defined as cash flow from operating activities less net capital expenditures, both calculated in accordance with GAAP, as adjusted for the impacts to operating cash flows from certain items. Free cash flow is an important measure because it provides focus on generating cash to fund operations and research, focuses executives on expense control and is expected to lead to long-term shareholder value creation.

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(1)

The performance measures used for compensation purposes include non-GAAP financial measures which exclude the effects of anticipated items which the HRCC believes do not represent ongoing operating results and/or business trends of the business. The categories of these anticipated items included certain restructuring charges, revenue adjustments related to businesses exited or sold, acquisitions, goodwill or other intangible asset impairment charges, shareholder and other litigation charges, certain legacy tax matters and costs related to separation. These measures as used in our executive compensation programs exclude certain charges that are included within the comparably-titled non-GAAP financial measures included in our quarterly earnings releases. In calculating fiscal 2015 results, the HRCC also excluded the unanticipated impact of foreign currency fluctuations and actions taken to improve the long-term value of certain assets.

•	Drive growth;

•	Maximize profitability;

•	Advance the portfolio; and

•	Build a high-performance culture.

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•	Adjusted EBITDA margin is calculated by taking Adjusted EBITDA (as defined on page 24) and dividing by net sales revenue (as defined on page 25). Adjusted EBITDA margin is used to complement our Global Bonus Plan by focusing management on profit margin and quality of earnings, as it aims to achieve growth objectives.

•

Relative TSR means our total shareholder return as compared against a broad performance peer group of pharmaceutical and life sciences companies, listed below. This group of companies is broader than the peer group of companies used for competitive comparisons of executive compensation, and it includes some companies that are much larger or much smaller than Mallinckrodt. The HRCC believes that use of a larger comparison group for measuring our TSR better reflects our market performance against the broad industry, even though some of the companies in the performance group would not be reasonable comparators for the compensation peer group, because of extreme differences in size. The relative TSR measure provides a “total picture” of our performance and will balance the achievement of absolute internal goals (adjusted EBITDA margin) with relative performance against our peers in a measure that is directly linked with long-term shareholder value creation.

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(1)

The amounts reported represent the aggregate grant date fair value, computed in accordance with Accounting Standards Codification 718 (“ASC 718”), of restricted units, performance units and stock option awards granted to each of our NEOs during fiscal 2015. Further information regarding the fiscal 2015 awards is included in the Fiscal 2015 Grants of Plan-Based Awards Table, the Outstanding Equity Awards at 2015 Fiscal Year-End Table and the CD&A.

(2)

The amounts reported represent annual incentive cash awards paid to the NEOs under our 2015 Global Bonus Plan. For information regarding the calculation of these awards, see the CD&A. Mr. Trudeau, Mr. Harbaugh and Dr. Scholz elected to participate in our Bonus for Stock Exchange Program and exchanged 10%, 15% and 100%, respectively, of their bonuses for restricted units that were granted on January 4, 2016.

(3)

The amounts reported represent the aggregate dollar amount for each NEO for employer contributions to the Retirement Savings Plan, employer credits to the Supplemental Savings Plan, employer contributions to the Employee Stock Purchase Plan, executive financial planning, relocation benefits, severance benefits and tax reimbursements attributable to imputed income to the NEO related to personal travel of spouses or guests that accompanied them to our national sales incentive program. In such instances, the spouse or guest is expected to attend and help entertain and participate in events with our sales force employees and their spouses. We have elected to pay the income taxes for these business-related additional benefits because we believe they are business expenses. The following table shows the specific amounts included in the All Other Compensation column of the Summary Compensation Table for fiscal 2015.

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•	“GBP” is the annual cash incentive award payable pursuant to our 2015 Global Bonus Plan.

•	“PSUs” are restricted unit awards subject to performance-based vesting.

•	“RSUs” are restricted unit awards subject to time-based vesting.

•	“Options” are nonqualified stock options subject to time-based vesting.

(1)

The amounts reported reflect threshold, target and maximum award amounts for fiscal 2015 that were set in fiscal 2015 under the Global Bonus Plan, which is an element of our Stock and Incentive Plan. The actual amounts earned by each NEO pursuant to such awards are reported under the Non-Equity Plan Incentive Compensation column of the Summary Compensation Table. The maximum calculated award based upon corporate metrics is 200% of target, but the HRCC may apply discretion of up to 50%, making the effective maximum 300% of target; subject to negative discretion under the 162(m) plan funding maximums.

(2)	The amounts reported reflect threshold, target and maximum award amounts for performance units granted to each of our NEOs during fiscal 2015. The vesting of performance units is contingent upon the satisfaction of performance based vesting requirements of adjusted EBITDA margin and relative TSR, each weighted at 50%, over a three-year performance period (fiscal 2015 — fiscal 2017).

(3)	The amounts reported represent the aggregate grant date fair value, computed in accordance with ASC 718 of performance units, restricted units and stock option awards issued to each of our NEOs during fiscal 2015.

(4)	Grants of stock options and restricted units scheduled to vest in four equal amounts on each of January 2, 2016, 2017, 2018 and 2019.

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(1)	Represents stock options granted on February 1, 2012 to Mr. Trudeau in connection with his commencement of employment with Covidien as President of its Pharmaceuticals business, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(2)	Represents restricted units granted on February 1, 2012 to Mr. Trudeau in connection with his commencement of employment with Covidien as President of its Pharmaceuticals business, 3,148 of which vest on 3rd anniversary of the grant date and 8,042 of which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(3)	Represents performance units granted on January 2, 2014, which vest at the end of the fiscal 2014 - 2016 performance cycle. The amounts reported in this column are based on achievement at the 97% level.

(4)	Represents stock options granted on December 3, 2012, which vest one third on each of the 2nd, 3rd and 4th anniversaries of the grant date.

(5)	Represents restricted units granted on December 3, 2012, which vest one third on each of the 2nd, 3rd and 4th anniversaries of the grant date.

(6)	Represents stock options granted on July 1, 2013 in connection with the separation from Covidien, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(7)	Represents restricted units granted on July 1, 2013 in connection with the separation from Covidien, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date; except for the grant to Mr. Trudeau, which vests in full on the 5 th anniversary of the grant date.

(8)	Represents stock options granted on January 2, 2014, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

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(9)	Represents restricted units granted on January 2, 2014, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

(10)	Represents restricted units granted on December 1, 2011, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(11)	Represents stock options granted on December 1, 2011, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(12)	Represents restricted units granted on February 1, 2012 to Mr. Harbaugh as a supplemental award, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(13)	Represents stock options granted on February 1, 2012 to Mr. Harbaugh as a supplemental award, which vest fifty percent on each of the 3rd and 4th anniversaries of the grant date.

(14)	Represents stock options granted on April 1, 2014, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

(15)	Represents restricted units granted on April 1, 2014, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

(16)	Represents performance units granted on April 1, 2014, which vest at the end of the fiscal 2014 - 2016 performance cycle. The amounts reported in this column are based on achievement at the 97% level.

(17)	Represents stock options granted on January 2, 2015, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

(18)	Represents restricted units granted on January 2, 2015, which vest twenty five percent on each of the 1st, 2nd, 3rd and 4th anniversaries of the grant date.

(19)	Represents performance units granted on January 2, 2015, which vest at the end of the fiscal 2015 — 2017 performance cycle. The amounts reported in this column are based on achievement at the 50% level.

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(1)	The amounts reported include amounts deferred by the NEOs during fiscal 2015 under our Supplemental Savings Plan. All amounts reported in this column are also included in the Salary and/or Non-Equity Incentive Plan Compensation columns in the Summary Compensation Table.

(2)	The amounts reported include amounts that we credited to our Supplemental Savings Plan on behalf of the NEOs in fiscal 2015. These amounts are included in the amounts set forth in the All Other Compensation column of the Summary Compensation Table for fiscal 2015 and are specifically broken out in footnote 3 to the Summary Compensation Table.

(3)	The amounts reported include earnings credited to the NEO’s account in the Supplemental Savings Plan. Earnings on amounts credited to the Supplemental Savings Plan are determined by investment selections made by each NEO in investment alternatives that generally mirror investment choices offered under the Retirement Savings Plan (our 401(k) plan).

(4)	The amounts reported for each NEO includes the NEO’s total balance in our Supplemental Savings Plan as of September 25, 2015.

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•	Continuation of base salary for a period of 18 months (24 months for our CEO);

•	Payment of 1.5 times the average of the executive’s bonus for the previous three fiscal years (two times the average of the previous three fiscal year bonuses for our CEO);

•	Continuation of health and dental benefits at active employee rates for a period of up to 18 months (24 months for our CEO);

•	12 months accelerated vesting of unvested stock options;

•	12 months to exercise vested stock options (unless a longer period is provided in the applicable award agreement);

•	12 months accelerated vesting of unvested restricted unit awards that are subject solely to time-based vesting;

•	12 months accelerated vesting of unvested performance unit awards if, and to the extent that, the HRCC determines that the applicable performance criteria have been attained;

•	Outplacement services, at our discretion, for up to 12 months; and

•	Payment of a pro-rata portion of the executive’s annual incentive cash award for the fiscal year in which such executive’s employment terminates.

•	A single lump sum payment equal to 18 months of the executive’s base salary (24 months for our CEO);

•	A single lump sum payment equal to 1.5 times the average of the executive’s bonus for the previous three fiscal years (2 times the average of the previous three fiscal year bonuses for our CEO);

•	Continuation of health and dental benefits at active employee rates for a period of up to 18 months (24 months for our CEO);

•	Full vesting of unvested stock options;

•	12 months to exercise vested stock options (unless a longer period is provided in the applicable option agreement);

•	Full vesting of unvested restricted unit awards that are subject solely to time-based vesting;

•	Full vesting of unvested performance unit awards if, and to the extent that, the HRCC determines that the applicable performance criteria have been or will be attained or would have been attained during the 18-month period after the executive’s employment terminates (24-month period for our CEO);

•	Outplacement services, at our discretion, for up to 12 months; and

•	Payment of a pro-rata portion of the executive’s annual incentive cash award for the fiscal year in which such executive’s employment terminates.

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(1)	The amount reflected assumes best net treatment of parachute amounts that exceed the 280G limit. Benefits are either cutback to just below the 280G limit, or the executive pays any excise tax due (whichever is better for the executive on an after-tax basis). The calculations assume that payments to Messrs. Trudeau, O'Neill and Phillips would be subject to cutbacks in the amounts as indicated.

(2)	Also includes Company credits to the Supplemental Savings Plan that will become fully vested upon an involuntary termination of employment (other than for cause), death or disability or a change in control termination for Dr. Scholz ($26,444) and Dr. Phillips ($39,890). All other NEOs are fully vested in Company credits.

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*	Represents less than 1% of outstanding ordinary shares.

(1)	Excludes 2,569 restricted units that vest on the date of the 2016 Annual General Meeting.

(2)	Excludes 1,715 restricted units that vest on the date of the 2016 Annual General Meeting.

(3)	Includes 4,022 restricted units and 85,527 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 133,812 restricted units that vest more than 60 days after January 8, 2016.

(4)	Includes 386 restricted units and 57,692 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 22,494 restricted units that vest more than 60 days after January 8, 2016.

(5)	Includes 6,237 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 10,064 restricted units that vest more than 60 days after January 8, 2016.

(6)	Includes 11,669 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 10,884 restricted units that vest more than 60 days after January 8, 2016.

(7)	Includes 10,140 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 9,585 restricted units that vest more than 60 days after January 8, 2016.

(8)	Includes 6,698 restricted units and 207,036 ordinary shares issuable upon the exercise of stock options presently exercisable or exercisable within 60 days of January 8, 2016. Excludes 243,060 restricted units that vest more than 60 days after January 8, 2016.

(9)	Based on information contained in a Schedule 13G/A filed with the SEC on December 10, 2015, by T. Rowe Price Associates, Inc., which discloses the number of shares beneficially owned by T. Rowe Price Associates, Inc. as of November 30, 2015.

(10)	Based on information contained in a Schedule 13G/A filed with the SEC on January 23, 2015, by BlackRock Inc., which discloses the number of shares beneficially owned by BlackRock Inc. as of December 31, 2014.

(11)	Based on information contained in a Schedule 13G/A filed with the SEC on February 11, 2015, by The Vanguard Group, which discloses the number of shares beneficially owned by The Vanguard Group as of December 31, 2014.

(12)	Based on information contained in a notice pursuant to section 1061 of the Irish Companies Act sent to us by Paulson & Co., Inc., which discloses the number of shares in which Paulson & Co., Inc. is interested as of January 8, 2016.

(13)	Based on information contained in a notice pursuant to section 1061 of the Irish Companies Act sent to us by Janus Capital Management LLC, which discloses the number of shares in which Janus Capital Management LLC is interested as of December 3, 2015.

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•	Discussed with the independent auditors the matters required to be discussed pursuant to the applicable Auditing Standards relating to communication with audit committees;

•	Received from the independent auditors the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence;

•	Discussed with the independent auditors their independence from the Company and its management; and

•	Considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence.

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(1)	As of September 25, 2015, there were 1,379,850 ordinary shares to be issued upon exercise of outstanding options with a weighted-average exercise price of $71.30, 602,199 ordinary shares to be issued upon settlement of restricted units and performance units granted pursuant to our Stock and Incentive Plan.

(2)	This table does not include information regarding:

*

Options and restricted units converted from Covidien awards in connection with our separation from Covidien in June 2013. We did not assume any equity compensation plans from Covidien, and no grants of Mallinckrodt equity may be made pursuant to any Covidien plans. As of September 25, 2015, there were 1,026,248 ordinary shares to be issued upon exercise of these converted options with a weighted-average exercise price of $37.12 and 99,466 ordinary shares to be issued upon settlement of converted restricted units.

*

Options, RSAs and RSUs converted from Questcor awards in connection with our acquisition of Questcor in August 2014. We did not assume any equity compensation plans from Questcor, and no grants of Mallinckrodt equity may be made pursuant to any Questcor plans. As of September 25, 2015, there were 380,345 ordinary shares to be issued upon exercise of these converted options with a weighted-average exercise price of $27.70 and 36,365 ordinary shares to be issued upon settlement of converted RSA and RSU awards.

(3)	Does not take into account restricted units and performance units, which do not have an exercise price.

(4)

As of September 25, 2015, there were 14,483,340 ordinary shares available for issuance pursuant to the Stock and Incentive Plan and 4,793,826 ordinary shares subject to purchase pursuant to the Mallinckrodt Employee Stock Purchase Plan. Ordinary shares purchased under the Mallinckrodt Employee Stock Purchase Plan are purchased on the open market by a broker designated by the Human Resources and Compensation Committee of the Board of Directors.

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(a)	The maximum number of shares authorized to be acquired by the Company and/or any subsidiary of the Company pursuant to this resolution shall not exceed, in the aggregate, 11,751,337 ordinary shares of USD 0.20 each (which represents 10% of the Company’s issued ordinary shares as of our 2015 fiscal year end).

(b)	The maximum price to be paid for any ordinary share shall be an amount equal to 110% of the closing price on the New York Stock Exchange for the ordinary shares on the trading day preceding the day on which the relevant share is purchased by the Company or the relevant subsidiary of the Company, and the minimum price to be paid for any ordinary share shall be the nominal value of such share.

(c)

This general authority will be effective from the date of passing of this resolution and will expire eighteen months from the date of the passing of this resolution, unless previously varied, revoked or renewed by ordinary resolution in accordance with the provisions of section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

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(a)	the maximum price at which such treasury share may be re-alloted shall be an amount equal to 120% of the “market price”; and

(b)	the minimum price at which a treasury share may be re-alloted shall be the nominal value of the share where such a share is required to satisfy an obligation under an employees' share scheme operated by the Company or, in all other cases, an amount equal to 95% of the “market price”; and

(c)	for the purposes of this resolution, the “market price” shall mean the average closing price per ordinary share of the Company, as reported by the New York Stock Exchange, for the thirty (30) trading days immediately preceding the proposed date of re-issuance.

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