*IMPORTANT NOTICE REGARDING ADMISSION TO THE MEETING*

EACH SHAREHOLDER PLANNING TO ATTEND THE MEETING WILL BE ASKED TO PRESENT VALID PHOTO IDENTIFICATION, SUCH AS A DRIVER’S LICENSE OR PASSPORT.

IN ADDITION, EACH SHAREHOLDER MUST PRESENT HIS OR HER ADMISSION TICKET, WHICH IS A PORTION OF THE ENCLOSED PROXY CARD. PLEASE TEAR OFF THE TICKET AT THE PERFORATION.

IF YOU ARE A SHAREHOLDER, BUT DO NOT OWN SHARES IN YOUR OWN NAME, YOU MUST BRING PROOF OF OWNERSHIP (E.G., A CURRENT BROKER’S STATEMENT) IN ORDER TO BE ADMITTED TO THE MEETING.

ADMISSION TO THE MEETING WILL BE ON A FIRST-COME, FIRST-SERVED BASIS. REGISTRATION WILL BEGIN AT 10:00 A.M., AND SEATING WILL BEGIN AT 10:15 A.M. CAMERAS OR OTHER PHOTOGRAPHIC EQUIPMENT, AUDIO OR VIDEO RECORDING DEVICES AND OTHER ELECTRONIC DEVICES WILL NOT BE PERMITTED AT THE MEETING.

*PLEASE JOIN US—A CONTINENTAL BREAKFAST WILL BE SERVED*

General

We are furnishing this Proxy Statement to shareholders of Mylan Inc., a Pennsylvania corporation (“Mylan” or the “Company”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2012 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement thereof. The Annual Meeting is scheduled to be held on Friday, May 4, 2012, at 10:30 a.m. (PT), at the Marina Del Rey Marriott, 4100 Admiralty Way, Marina Del Rey, California, for the purposes set forth in the accompanying Notice of Annual Meeting. We are mailing this Proxy Statement and the enclosed proxy card to shareholders on or about April 5, 2012.

Our Board has fixed the close of business on March 23, 2012 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. As of the close of business on the Record Date, there were 427,971,788 shares of our common stock, par value $0.50 per share (“Common Stock”), outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter properly brought before the Annual Meeting. Shareholders do not have cumulative voting rights.

Quorum

Holders of a majority of the outstanding shares of our Common Stock entitled to vote on the Record Date must be present in person or represented by proxy to constitute a quorum. Proxies marked as abstaining and proxies returned by brokers as “non-votes” because they have not received voting instructions from the beneficial owners of the shares each will be treated as shares present for purposes of determining the presence of a quorum.

Voting

Shareholders may cast their votes at the meeting, over the Internet, by submitting a printed proxy card, or by calling a toll-free number.

If you vote by proxy, the individuals named on the enclosed proxy card will vote your shares in the manner you indicate. If you do not specify voting instructions, then the proxy will be voted in accordance with recommendations of the Board, as described in this Proxy Statement. If any other matter properly comes before the Annual Meeting, the designated proxies will vote on that matter in their discretion.

If your shares are held in the name of a brokerage firm, bank nominee or other institution, please sign, date and mail the enclosed instruction card in the enclosed postage-paid envelope or contact your broker, bank nominee or other institution to determine whether you will be able to vote over the Internet or by telephone.

If you come to the Annual Meeting to cast your vote in person and you are holding your shares in a brokerage account or through a bank or other nominee (“street name”), you will need to bring a legal proxy obtained from your broker, bank or nominee which will authorize you to vote your shares in person.

Your vote is important. We encourage you to sign and date your proxy card and return it in the enclosed postage-paid envelope, or vote over the Internet or by telephone, so that your shares may be represented and voted at the Annual Meeting.

Revoking a Proxy

You may revoke your proxy at any time before it is voted by submitting another properly executed proxy showing a later date, by filing a written notice of revocation with Mylan’s Corporate Secretary, by casting a new vote over the Internet or by telephone, or by voting in person at the Annual Meeting. The contact information for the Company’s Secretary is stated on page 42 under “Communications With Directors.”

Votes Required

Election of Directors

Mylan has adopted a standard requiring that a director nominee receive a majority of the votes cast; in other words, the number of shares voted “for” a Director must exceed 50% of the votes cast with respect to that Director. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on any of these votes. If a Director receives less than a majority, the Director shall submit his or her resignation to the Chairman of the Board for consideration by the Governance and Nominating Committee, which will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

You may vote either “FOR” or “WITHHOLD AUTHORITY” with respect to each nominee for the Board.

Plurality voting will still apply to contested elections.

Amendment and Restatement of the 2003 Long-Term Incentive Plan, Consideration of the Say-on-Pay and Shareholder Proposals, and Ratification of Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm

Each of the amendment and restatement of the Company’s 2003 Long Term Incentive Plan, the advisory non-binding vote on executive compensation, consideration of the shareholder proposals (i.e., disclosure of political contributions and separation of the Chairman and CEO positions) and the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012, will require the affirmative vote of a majority of the votes cast by all shareholders entitled to vote. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on any of these proposals. If the selection of Deloitte & Touche LLP is not ratified by our shareholders, the audit committee will reconsider its recommendation.

Multiple Shareholders Sharing the Same Address

In accordance with the notices we previously sent to street name shareholders who share a single address, we are sending only one Proxy Statement to that address unless we have received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if any shareholder residing at such an address

wishes to receive a separate Proxy Statement, we will promptly deliver the requested documents upon written or oral request to Mylan’s Corporate Secretary. If you are receiving multiple copies of our Proxy Statement, you can request householding by contacting Mylan’s Corporate Secretary. The contact information for the Company’s Secretary is stated on page 42 under “Communications With Directors.”

Proxy Solicitation

Mylan will bear the entire cost of this solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional materials furnished by our Board to our shareholders. Proxies may be solicited without additional compensation by directors, officers and employees of Mylan and its subsidiaries. Copies of solicitation material will be furnished to brokerage firms, banks and other nominees holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to these beneficial owners. If asked, we will reimburse these persons for their reasonable expenses in forwarding the solicitation material to the beneficial owners. The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, Internet and personal solicitation by our directors, officers or other regular employees. In addition, the Company has retained Morrow & Co., LLC, 470 West Ave., Stamford, CT 06902 to assist in soliciting proxies at a cost of approximately $10,000 plus expenses.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

Meetings of the Board

In 2011, our Board met 11 times. In addition to meetings of the Board, directors attended meetings of individual Board committees. In 2011, all of the directors attended at least 75% of the Board meetings and meetings of Board committees of which they were a member during the periods for which he or she served. In addition to Board and committee meetings, it is the Company’s policy that directors are expected to attend the Annual Meeting. All members of the Board attended the 2011 Annual Meeting of Shareholders.

Non-management members of the Board meet in executive sessions on a regular basis. Neither the Chief Executive Officer nor any other member of management attends such meetings of non-management directors. Rodney Piatt, the Vice Chairman of the Board, has been designated as the

Lead Independent Director and presides at such executive sessions. For information regarding how to communicate with non-management directors as a group and one or more individual members of the Board, see “Communications with Directors” below.

Board Committees

The principal standing committees of the Board include the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Each such committee operates under a written charter, current copies of which are available on the Company’s corporate website at www.mylan.com under the heading “Corporate Governance.” Copies of the charters are also available in print to shareholders upon request, addressed to Mylan’s Corporate Secretary at 1500 Corporate Drive, Canonsburg, Pennsylvania 15317.

The table below provides 2011 membership and meeting information for the noted Board committees.

C = Chairperson

X = Member

Audit Committee and Audit Committee Financial Expert. The Audit Committee’s responsibilities include the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm; reviewing with the independent registered public accounting firm the scope of its audit plan and related fees and the results of their audit; reviewing with management, the Company’s internal audit scope, plan and ongoing results; and reviewing with management both the Company’s financial statements and related disclosures and its assessment of the Company’s internal control over financial reporting. All of the members of the Audit Committee are independent directors, as required by and as defined in the audit committee independence standards of the Securities and Exchange Commission (the “SEC”) and the NASDAQ listing standards. The Board has determined that each of the Audit Committee

members—Mr. Dimick, Mr. Leech and Mr. Piatt—is an “audit committee financial expert”, as that term is defined in the rules of the SEC. The Board has determined with regard to Mr. Dimick, who serves on the audit committees of more than three public companies, that such simultaneous service does not impair his ability to effectively serve on our Audit Committee.

Compensation Committee. The Compensation Committee establishes and regularly reviews the Company’s compensation philosophy, strategy, objectives and ethics and oversees and approves the compensation program for the Company’s executive officers. The Compensation Committee plays a very active role, including the regular review of the Company’s compensation programs against industry practices, the Company’s strategic goals and

emerging trends as well as to ensure alignment with shareholder interests and strong links between executive pay and performance. The Compensation Committee also oversees and directs the administration of the Company’s equity compensation and benefit plans. All of the members of the Compensation Committee are independent directors as defined in the applicable NASDAQ listing standards.

Governance and Nominating Committee. The Governance and Nominating Committee (the “G&N Committee”) is responsible for the nomination of candidates for the Board and the oversight of all aspects of the Company’s corporate governance initiatives. All of the members of the G&N Committee are independent directors as defined in the applicable NASDAQ listing standards.

Consideration of Director Nominees

For purposes of identifying individuals qualified to become members of the Board, the G&N Committee has adopted the following criteria with regard to traits, abilities and experience that the Board looks for in determining candidates for election to the Board:

In addition, a majority of the members of the Board should be “independent,” not only as that term may be defined legally or mandated by the applicable NASDAQ listing standards, but also without the appearance of any conflict in serving as a director. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with the Company, either directly or indirectly (other than in his or her capacity as a director).

Finally, while the G&N Committee does not have a formal policy with respect to diversity, such Committee and the Board as a whole believe that it is important for Board members to represent diverse viewpoints, and further that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities.

The G&N Committee will consider director candidates properly submitted by shareholders. In considering candidates submitted by shareholders, the G&N Committee will take into consideration the needs of the Board and the qualifications of the candidate, including those traits, abilities and experience identified above. Any submission of

a proposed candidate for consideration by the G&N Committee should include the name of the proposing shareholder and evidence of such person’s ownership of Mylan stock, and the name of the proposed candidate, his or her resume or a listing of his or her qualifications to be a director of the Company, and the proposed candidate’s signed consent to be named as a director if recommended by the G&N Committee. Such information will be considered by the Chairman of the G&N Committee, who will present the information on the proposed candidate to the entire G&N Committee.

Any shareholder recommendation of a proposed candidate must be sent to Mylan’s Corporate Secretary at 1500 Corporate Drive, Canonsburg, Pennsylvania 15317, not later than 120 days prior to the anniversary date of the Company’s most recent annual meeting of shareholders.

The G&N Committee identifies new potential nominees by asking current directors and executive officers to notify the G&N Committee if they become aware of persons, meeting the criteria described above, who would be good candidates for service on the Board. The G&N Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the G&N Committee will also consider candidates recommended by shareholders.

Once a person has been identified by the G&N Committee as a potential candidate, the G&N Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the G&N Committee determines that the candidate warrants further consideration, the Chairman or another member of the G&N Committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the G&N Committee will request information from the candidate, review the candidate’s accomplishments and qualifications, including in light of any other candidates that the G&N Committee might be considering, and conduct one or more interviews with the candidate. In certain instances, G&N Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The G&N Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder.

Director Independence

The Board has determined that Ms. Cameron, Mr. Cindrich, Mr. Dimick, Mr. Leech, Dr. Maroon, Mr. Parrish, Mr. Piatt, Mr. Todd and Dr. Vanderveen have no material relationships with the Company and concluded that they are independent directors under the applicable NASDAQ listing standards. With respect to Messrs. Leech, Piatt and Todd, the Board considered their past relationships with the Company, which relationships are no longer in existence, and determined that

such past relationships are not material. Mr. Coury and Ms. Bresch are not independent directors due to their current service as the Company’s Executive Chairman and Chief Executive Officer, respectively.

Board of Directors Leadership Structure

Mylan’s Board annually elects one of its own members as the Chairman of the Board. Mr. Coury has served as the Chairman of our Board since being appointed in May 2009. During which time he also was Chief Executive Officer of the Company. Effective January 1, 2012, Mr. Coury became Executive Chairman of the Board and Ms. Bresch was appointed Chief Executive Officer. Although our Board has no fixed policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer, the Board believes that this new, enhanced management structure is ideal for Mylan at this time in its history and given the complexity of Mylan’s businesses, as well as the opportunities and challenges that the Company will face in the future. In that regard, the Board believes that the Company and its shareholders will benefit from the leadership, judgment, and experience of the Executive Chairman, Mr. Coury, and the Chief Executive Officer, Ms. Bresch, both of whom share a vision for the Company that is consistent with the Board’s philosophy. In addition, our governance structure provides effective oversight by the Board in the following ways:

Board of Directors Risk Oversight

Our Audit Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the

full Board. The Audit Committee focuses on financial reporting risk and oversight of the internal audit function. It receives reports from management at least quarterly regarding the Company’s assessment of risks and the adequacy and effectiveness of internal control systems, as well as reviewing credit and market risk (including liquidity and interest rate risk), and operational risk (including compliance and legal risk). The Audit Committee also receives reports from management addressing risks impacting the day-to-day operations of the Company. Our internal audit function meets with the Audit Committee on at least a quarterly basis to discuss any potential risk or control issues. The Audit Committee reports regularly to the full Board, which also considers the Company’s entire risk profile. The full Board focuses on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensures that risks undertaken by the Company are consistent with the Board’s approval for risk. While the Board oversees the Company’s overall risk management strategy, management is responsible for the day-to-day risk management processes. We believe this division of responsibility is a highly effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.

Code of Ethics; Corporate Governance Principles; Code of Business Conduct and Ethics

The Board has adopted a Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Corporate Controller. The Board also has adopted Corporate Governance Principles as well as a Code of Business Conduct and Ethics applicable to all directors, officers and employees. Current copies of the Code of Ethics, the Corporate Governance Principles and the Code of Business Conduct and Ethics are posted on the Company’s website at www.mylan.com under the heading “Corporate Governance.” Copies of the Code of Ethics, the Corporate Governance Principles and the Code of Business Conduct and Ethics are also available in print to shareholders upon request, addressed to Mylan’s Corporate Secretary at 1500 Corporate Drive, Canonsburg, Pennsylvania 15317. The Company intends to post any amendments to or waivers from the Code of Ethics on its website.

The Board has selected Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2012, and has directed that management submit the selection of Deloitte & Touche LLP as our independent registered public accounting firm for ratification by the shareholders at the Annual Meeting. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will be available to respond to appropriate questions from our shareholders and will be given an opportunity to make a statement if he or she desires to do so.

Shareholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the selection of Deloitte & Touche LLP to shareholders for ratification as a matter of good corporate governance. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF

THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM.

Independent Registered Public Accounting Firm’s Fees

Deloitte & Touche LLP served as Mylan’s independent registered public accounting firm during 2011 and 2010, and no relationship exists other than the usual relationship between independent registered public accounting firm and client. Details about the nature of the services provided by, and the

fees the Company paid to, Deloitte & Touche LLP for such services during 2011 and 2010 are set forth below.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a policy regarding pre-approval of audit, audit-related, tax and other services that the independent registered public accounting firm may perform for the Company. Under the policy, the Audit Committee must pre-approve on an individual basis any requests for audit, audit-related, tax and other services not covered by certain services that are pre-approved annually by the Audit Committee. The policy also prohibits the engagement of the independent registered public accounting firm for non-audit related financial information systems design and implementation, for certain other services considered to have an impact on independence and for all services prohibited by the Sarbanes-Oxley Act of 2002. All services performed by Deloitte & Touche LLP during 2011 and 2010 were pre-approved by the Audit Committee in accordance with its policy.

The non-employee directors receive $75,000 per year in cash compensation for their service on the Board. Non-employee directors are also reimbursed for actual expenses relating to meeting attendance.

In addition:

Non-employee directors, at the discretion of the full Board, are eligible to receive stock options or other awards under the 2003 Plan. In connection with the Board’s annual meeting following the Annual Meeting of Shareholders in May 2011, each non-employee director was awarded an option to purchase 10,864 shares of Common Stock, at an exercise price of $23.90 per share, the closing price per share of the Company’s Common Stock on the date of grant, which option vests on the first anniversary of the date of grant, and 4,576 restricted stock units, also vesting on the first anniversary of the grant date.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 28, 2012 by the Company’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers of the Company who were serving at the end of 2011, as well as by our directors, and by all directors and executive officers of the Company as a group (based on 428,129,113 shares of Common Stock outstanding as of such date). For purposes of this table, and in accordance with the rules of the SEC, shares are considered

“beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares. A person is also considered to beneficially own shares that he or she has the right to acquire within 60 days of March 28, 2012. To the Company’s knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with respect to all shares of the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.

See “Item 1—Election of Directors—Director Nominees” for a description of the recent business experience of Mr. Coury and Ms. Bresch.

Mr. Malik has served as Mylan’s President since January 1, 2012, before which he was Mylan’s Executive Vice President and Chief Operating Officer since July 2009, Mylan’s Head of Global Technical Operations from January 2007 to July 2009, and Executive Vice President since October 2007. Previously, he served as Chief Executive Officer of Matrix from July 2005 to June 2008. Prior to joining Matrix, he served as Head of Global Development and Registrations for Sandoz GmbH from September 2003 to July 2005. Prior to joining Sandoz, Mr. Malik was Head of Global Regulatory Affairs and Head of Pharma Research for Ranbaxy from October 1999 to September 2003.

Mr. Sheehan has served as Mylan’s Executive Vice President, Chief Financial Officer and principal financial officer since April 2010. Prior to joining Mylan, he served as Chief Financial Officer of Delphi Automotive LLP (“Delphi”). In addition to serving as the Chief Financial Officer for Delphi, Mr. Sheehan held several senior management positions, including chief restructuring officer, chief accounting officer and controller since joining that company in 2002. Prior to joining Delphi, Mr. Sheehan was a partner at KPMG LLP, a global professional accounting firm.

Mr. Korman has served as Executive Vice President and Chief Operating Officer since January 1, 2012. Prior to that, he was the Senior Vice President and President, North America of Mylan since October 2007. From February 2005 to December 2009, he served as President of Mylan Pharmaceuticals Inc. Since joining Mylan through its

acquisition of UDL Laboratories in 1996, Mr. Korman has held several positions of increasing responsibility, including President of UDL and Vice President of Sales and Marketing for Mylan Pharmaceuticals.

Mr. Rizzo has served as the Company’s Corporate Controller since June 2006, as Senior Vice President since October 2007 and as principal financial officer from October 2009 to March 2010. He joined the Company as Vice President, Chief Accounting Officer and Corporate Controller in June 2006. Prior to this, he served as Vice President and General Controller of Hexion Specialty Chemicals, Inc. from October 2005 to May 2006 and from September 1998 to September 2005 he served as Vice President and Corporate Controller (and principal accounting officer) at Gardner Denver, Inc.

Mr. Mauro has served as President, North America of Mylan since January 1, 2012. He has served as President of Mylan Pharmaceuticals Inc. since 2009. In his 15 years at Mylan, Mauro has held roles of increasing responsibility across the Company’s business units, including President of Mylan Pharmaceuticals Inc., Chief Operating Officer for Mylan Pharmaceuticals ULC in Canada, Vice President of Strategic Development, North America, and Vice President of Sales, North America.

Officers of Mylan who are appointed by the Board can be removed by the Board, and officers appointed by the Chief Executive Officer can generally be removed by her.

Key Management and Compensation Decisions

In October 2011, the Company announced that its board of directors approved the transition of Mr. Coury, then Chairman and Chief Executive Officer, into the role of Executive Chairman of the Board, effective as of January 1, 2012. As Executive Chairman, Mr. Coury is responsible for overall leadership and strategic direction of the Company, transition of responsibilities to the new Chief Executive Officer, guidance to the new Chief Executive Officer and other executive and senior management of the Company, coordination of activities of the Board, oversight and key involvement in talent management, communication with shareholders and other important constituencies, strategic business development, and mergers and acquisitions.

The Company also announced that effective January 1, 2012, Ms. Bresch would become Chief Executive Officer, reporting directly to the board of directors. In addition, the Company announced that Mr. Malik would become

President and Mr. Korman would become Chief Operating Officer. In connection with this transition, the board of directors noted Mylan’s success over the past decade, the contributions of these executives to that success, and the Company’s transformation from a leader in the U.S. market to the third largest generic and specialty pharmaceutical company in the world. In light of the Company’s recent rapid expansion and strategic plans for the future, the unique structure and platform of Mylan, and the changing dynamics of the industry, the Board determined that this enhanced management structure would best serve the Company, especially in light of the management team’s capabilities, leadership, experience and accomplishments to date. Even with the Company’s management transition, the combined 2012 targeted total compensation of our Named Executive Officers is less than the combined 2011 total compensation of our Named Executive Officers.

In May 2011, in the Company’s first ever say-on-pay vote, the Company received 64% approval from its shareholders.

Our shareholders are provided with the opportunity to cast an annual advisory vote on the compensation of our Named Executive Officers pursuant to the election of our shareholders to do so at the 2011 annual meeting. Following the shareholder vote and as part of our ongoing monitoring of best practices in executive compensation:

2011 Performance Highlights

Throughout 2011, the Company maintained its commitment to ensuring that compensation is aligned with performance. The Company achieved strong financial and operational performance in 2011 while facing a number of external challenges including: European sovereign debt and macroeconomic issues; natural disasters in Japan and Australia; and intense price competition in EMEA and Australia from branded and/or generic competitors.

Despite these challenges, Mylan:

Objectives and Principles of Our Executive Compensation Program

The principal objectives of the Company’s executive compensation programs are to foster a culture driven by performance that aligns executive interests with those of the Company and our shareholders and to attract and retain talented individuals of the highest caliber. The Company strives to meet these objectives by implementing the principles listed below:

Significant portions of compensation should be tied to the Company’s performance and therefore at risk.

Approximately 73%-88% of Named Executive Officer compensation is tied to the Company’s stock price or the achievement of key financial and operational performance goals, thereby aligning compensation with both the success of the Company’s business strategy and objectives, as well as the returns realized by our shareholders. The Company’s short-term incentives and restricted stock units (RSUs) that are performance-based are tied to the achievement of key operational and financial metrics that drive the execution and achievement of the Company’s business strategy. These measurements are described below under “Our Executive Compensation Program.” Furthermore, other equity awards, such as stock options, further ensure alignment with the interests of our shareholders, since the realization of the option value is tied to increases in our share price.

Executive officers should have a financial stake in the success of the Company.

To further align executives’ interests with those of shareholders and to cultivate a culture of ownership, our Compensation Committee has adopted guidelines that require certain of the Company’s top executive officers to maintain specified minimum stock ownership percentages. The stock ownership requirement for Mr. Coury is 500% of base salary, which has been met. In addition, the stock ownership requirement is 500% of base salary in the case of Ms. Bresch, 400% in the case of Mr. Malik and 300% in the case of Messrs. Sheehan and Korman. In each case, attainment of the goals is to be reached by 2013 (except for Mr. Sheehan, whose goal is to be reached by 2015 as Mr. Sheehan was not hired until 2010). Shares actually owned by the executive (including shares held by the executive in the Company’s 401(k) and Profit Sharing Plan) as well as unvested RSUs count toward compliance with these guidelines. We believe this requirement effectively creates for each officer an ongoing personal financial stake in the success of the Company, further aligns the interests of the Company’s officers with those of our shareholders and properly motivates officers to maximize shareholder value.

Executive compensation should be competitive with companies within our peer group and also recognize individual performance and demonstrated skill-sets.

In order to attract and retain high-caliber executive officers, our total compensation packages must continue to be

generally in line with what would be offered by the other companies within our peer group. Our executives’ fixed compensation (which primarily includes base salaries, benefits and perquisites), as well as executives’ short-term and long-term performance-based compensation at target

levels of performance, are generally designed to fall within the range of the 50^th and 75^th percentiles of compensation paid by companies in our peer group, based on a variety of factors such as tenure and performance.

Base salary. Base salaries for our executive officers are paid in accordance with the Executive Employment Agreements approved by our Compensation Committee and are reviewed and modified by the Compensation Committee from time to time as considered necessary.

The Committee considers a variety of factors in deciding base salary, including marketplace practices, internal equity

considerations, Company performance, and the executive’s experience, tenure, leadership, and individual performance. The Committee also considers what the marketplace would require in terms of the replacement costs to retain a qualified individual to replace an executive, including that the new executive would lack the critical knowledge base regarding the Company as compared to the executive he or she would be replacing.

Short-term incentive compensation. The Company’s short-term incentive compensation for its executive officers consists of performance-based annual short-term incentive cash awards that are intended to balance the interests of executives and investors by providing incentives based on a set of operational and financial measures critical to the successful execution of the Company’s business strategy. These awards are made pursuant to the 2003 Plan and are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

At target levels of performance, short-term incentives for 2011 equaled 125% of base salary for Mr. Coury, 100% of base salary for Ms. Bresch, Mr. Malik and Mr. Sheehan, and 75% of base salary for Mr. Korman. Other than Mr. Korman, whose short-term incentive is discretionary (as described below), depending upon the extent to which performance criteria are achieved, performance-based incentives can range from 50% of target (at threshold performance) to 200% of target (at maximum performance). No short-term incentives are paid if threshold performance is not met.

The Compensation Committee, in its deliberations on the actual awards, primarily took into consideration the performance criteria’s formulaic results; in addition, the Compensation Committee also considered subjective factors such as an executive’s individual performance, duties and responsibilities; an executive’s demonstrated skill-sets; an executive’s leadership as demonstrated by contributions to the strategic development, governance and vision of the Company; the Company’s overall progress in reaching organizational development and growth; and the executive’s commitment to the Company’s overall business philosophy. The Committee determined unanimously that in light of these considerations, it would not exercise any downward discretion with respect to the award amounts generated by the performance metrics. Furthermore, given that the Company exceeded the maximum level on two of the annual performance metrics and also exceeded the target on the third annual performance metric despite significant external challenges faced in 2011, the Committee carefully considered an additional discretionary pay-out to the Named Executive Officers. Specifically, challenges in 2011 that impacted the Company’s overall profitability, which were outside of the Company’s control, included: European sovereign debt and macroeconomic issues which were significantly greater than anticipated; natural disasters in Japan and Australia; and intense price competition in EMEA and Australia from branded and/or generic competitors.

The Committee determined that, utilizing the strength of Mylan’s global platform, executive management mitigated the impact of these and other challenges on the 2011 business while maximizing opportunities and preserving the business’ long-term value. Specifically, management maximized the performance of its generics and specialty businesses in certain key markets, in order to offset headwinds in other markets, through increased earnings on strong sales and product margin performance combined

with effective spending controls. Additionally, the Committee determined that the Company’s overall achievement of adjusted diluted EPS achievement of $2.04 per share, despite the global macroeconomic environment in which the Company was operating, equated to superior EPS performance. The Committee believes that the Company’s ability to achieve these strong results was directly attributable to Mylan’s outstanding leadership team, and their commitment to delivering on the Company’s financial and operational targets. Accordingly, the Committee approved additional payouts to the Named Executive Officers, in order to equate to the maximum payouts each would have received under the short-term incentive plan. As a result, each of Mr. Coury, Ms. Bresch, and Messrs. Malik and Sheehan were paid annual incentive awards equal to 200% of their respective target percentages of salary under the short-term incentive compensation program. Mr. Korman, whose employment agreement provides for an annual discretionary bonus target equal to 75% of his annual base salary, also received 200% of his target amount for similar reasons. The dollar amounts of short-term incentive compensation or bonus, as applicable, earned by each of the Named Executive Officers for 2011 are set forth below in columns entitled “Non-Equity Incentive Plan Compensation” and “Bonus,” respectively, in the Summary Compensation Table.

Similar to the philosophy and methodology used in 2011, for 2012 the short-term incentive compensation performance metrics include 2012 adjusted diluted earnings per share, targeted at $2.40 (weighted at 50%), 2012 global regulatory submissions, targeted at 140 (weighted at 25%), and adjusted free cash flow, defined as adjusted operating cash flow less capital expenditures, and targeted at $550 million (weighted at 25%). The Committee believes that adjusted free cash flow represents a more comprehensive cash flow metric than the reduction in adjusted net working capital

metric used in 2011 (as adjusted free cash flow includes working capital changes as one of its components along with each of the other types of business transactions comprising adjusted operating cash flow and capital expenditures). The use of this annual performance metric in 2012 is intended to increase the focus on all of the business transactions impacting the generation of adjusted operating cash flow rather than solely the working capital portion (which was more appropriate for 2011 as the Company transitioned away from synergies as an annual performance metric as discussed above).

Long-term incentive compensation. We believe that long-term incentives should be directly related to common stock performance as well as other operational and financial measures. Under the Company’s 2003 Long-Term Incentive Plan (the “2003 Plan”), the Committee may grant various types of awards, including nonqualified and incentive stock options, restricted stock, stock grants, performance shares, performance units, and stock appreciation rights, to the Named Executive Officers, as well as to other eligible employees.

The long-term equity grants awarded to the Named Executive Officers in 2011 included (i) stock options with an exercise price equal to the closing price of the Company’s common stock on the date of grant that vest ratably over a period of three years, provided that the executive remains continually employed by the Company; (ii) awards of RSUs that vest annually over a three-year period provided that the executive remains continually employed by the Company; and (iii) performance-based RSUs that cliff-vest after a three-year period, assuming specified performance criteria are met—in this case, average adjusted diluted earnings per share in 2011, 2012 and 2013 of $2.36. The approximate relative weighting of each of these long-term incentives at target to our Named Executive Officers in 2011 is illustrated in the chart below.

Equity grants made to our Named Executive Officers in 2011 are set forth and described in the table below entitled “Grants of Plan-Based Awards for 2011.”

The current expectation of our Compensation Committee is to make annual equity grants, most likely in the first quarter of a fiscal year, with appropriate exceptions for new hires and promotions. The 2012 annual executive officer equity grant was made on February 22, 2012. Messrs. Coury, Malik, Sheehan and Korman and Ms. Bresch each received a grant of options and RSUs that time-vest over three years, beginning on the first anniversary of the date of grant. Also on February 22, 2012, the Named Executive Officers were granted long-term performance-based incentives in the form of RSUs that generally vest at the end of a three-year period based upon the achievement of average adjusted diluted earnings per share in 2012 and 2013 equal to $2.57, subject to continued employment through February 22, 2015. None of these grants are reflected in the Tables which follow this CD&A, because the grants were made in 2012.

As stated above, there is no exact date for the making of these equity grants each year, but our Compensation Committee intends to review its equity grant policy from time to time to ensure that it is in line with corporate best practices. We believe these annual equity grants serve as a retention incentive and an incentive to achieve longer-term performance goals, as well as another manner in which to align executives’ interests with those of our shareholders.

Other Benefits

The Company provides additional benefits in the form of:

Perquisites. The Company’s Named Executive Officers receive a level of perquisites that we believe falls within observed competitive practices for companies in the peer group described below. Perquisites vary slightly among the Named Executive Officers and include the following:

Retirement Benefits, The Company maintains the Mylan Profit Sharing 401(k) Plan, which is a qualified retirement plan offered to all U.S. salaried employees of the Company, including the U.S.-based Named Executive Officers. The plan permits employees to contribute a portion of their pay to the plan on a pre-tax basis and also provides for a matching contribution by the Company to participants’ accounts, as well as a discretionary profit sharing contribution. These contributions are reflected in the “All Other Compensation” column of the Summary Compensation Table.

In addition, in December 2009, the Company adopted a 401(k) Restoration Plan (the “Restoration Plan”). The Restoration Plan permits employees (including the Named Executive Officers) who earn compensation in excess of the limits imposed by Section 401(a)(17) of the Code to (i) defer a portion of base salary and bonus compensation, (ii) be credited with a Company matching contribution in respect of deferrals under the Restoration Plan, and (iii) be credited with Company non-elective contributions (to the extent so made by the Company), in each case, to the extent that participants otherwise would be able to defer or be credited with such amounts, as applicable, under the Company’s Profit Sharing 401(k) Plan if not for the limits on contributions and deferrals imposed by the Code.

Also in December 2009, the Company adopted an Income Deferral Plan, which permits certain management or highly compensated employees (including the Named Executive Officers) who are designated by the plan administrator to participate in the Income Deferral Plan to elect to defer up to 50% of base salary and up to 100% of bonus compensation, in each case, in addition to any amounts that may be deferred by such participants under the Profit Sharing 401(k) Plan and the Restoration Plan. In addition, under this Plan, eligible participants may be granted employee deferral awards, which awards will be subject to the terms and conditions (including vesting) as determined by the plan administrator at the time such awards are granted.

The Company has also entered into Retirement Benefit Agreements (“RBAs”) with four of the Named Executive Officers, Messrs. Coury, Malik and Sheehan and Ms. Bresch, in recognition of their service to the Company and to provide a supplemental form of retirement and death benefit. The Compensation Committee approved an amendment to Mr. Coury’s RBA in October 2011, in connection with the executive management transition, to provide an additional retention incentive in his newly-created role as Executive Chairman. For a detailed description of the RBAs, see the section below entitled “Retirement Benefit Agreements.”

When Mr. Malik joined the Company in January 2007, the Company put in place a nonqualified deferred compensation

plan on his behalf. Although the Company no longer contributes to the account, the plan account will be distributed to him upon the Company’s termination of the plan, the termination of Mr. Malik’s employment, or other qualifying distribution events, such as his retirement, disability or death.

Employment Agreements. We believe it is essential to have employment agreements with our executive officers and other key employees. These agreements memorialize critical terms of employment, including termination rights and obligations, non-competition and other restrictive covenants and compensation and perquisites, and thereby enhance the stability and continuity of our employment relationships. Each of the Named Executive Officers is party to an Executive Employment Agreement. For a detailed description of the Employment Agreements, see the section below entitled “Employment Agreements”.

Transition and Succession Agreements. The Company is party to Transition and Succession Agreements with each Named Executive Officer and certain other officers, with an aim to assuring that the Company will have the officer’s full attention and dedication to the Company during the pendency of a possible change in control transaction and to provide the officer with compensation and benefits in connection with a change of control. For a detailed description of those Transition and Succession Agreements, see below, under “Transition and Succession Agreements.” As noted above, the Company has adopted a policy that the Company will not enter into any new agreement with an executive officer which contains an excise tax gross-up for golden parachute payments. The Transition and Succession Agreements currently in effect (including any renewals thereof) are not subject to this new policy.

Compensation Process

Role of the Compensation Committee. The Compensation Committee seeks and receives input from the Committee’s compensation consultant, Meridian Compensation Partners LLC, a nationally recognized independent compensation consulting firm on executive compensation issues (for example, on the criteria and specific target levels for awards under our short-term and long-term performance-based incentive plans; on an appropriate peer group; and on evolving trends and best practices in executive compensation). The Committee also receives input from management; however decisions on these matters are made solely by our Compensation Committee.

Role of Consultant. The Committee has retained Meridian, who provides the Committee with peer comparables and other information, as well as views and advice on compensation-related matters. We also analyze overall compensation very carefully to ensure we are recognizing subjective factors such as responsibilities, position and individual performance including such qualities as leadership, strategic vision, demonstrated skill-sets and execution of corporate initiatives. Our Compensation Committee has direct access to Meridian regarding any

issues that arise within the Compensation Committee’s authority. Meridian does not provide any additional services to the Company.

Peer Groups. In connection with the development of our compensation program for our Named Executive Officers, the Committee’s compensation consultant developed a list of peer companies. For 2011, this peer group consisted of the following 13 companies, including companies in both the generic and branded sectors: Allergan, Inc.; C.R. Bard, Inc.; Becton, Dickinson and Company; Biogen Idec, Inc.; Bristol-Myers Squibb Company; Celgene Corporation; Eli Lilly and Company; Forest Laboratories, Inc.; Genzyme Corporation; Gilead Sciences, Inc.; Merck & Co., Inc.; Warner Chilcott Plc; and Watson Pharmaceuticals, Inc. Among other matters, we utilize these companies to assess competitive market data. We are also cognizant that as we continue to pursue our strategic initiatives and growth strategies, the companies constituting our peer group may change, and we may therefore need to review and adjust our total executive compensation packages accordingly.

Consideration of Risk in Company Compensation Policies

Management and the Compensation Committee have considered and discussed the risks inherent in our business and the design of our compensation plans, policies and programs that are intended to drive the achievement of our business objectives. We believe that the nature of our business, and the material risks we face, are such that the

compensation plans, policies and programs we have put in place are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In addition, we believe that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks. Finally, as described in this Compensation Discussion and Analysis, our compensation programs and decisions include qualitative factors which we believe restrain the influence an overly formulaic approach may have on excessive risk taking by management.

Deductibility Cap on Executive Compensation

Section 162(m) of the Code restricts the deductibility for federal income tax purposes of the compensation paid to the Chief Executive Officer and each of the other Named Executive Officers (other than our Chief Financial Officer) for any fiscal year to the extent that such compensation for such executive exceeds one million dollars and does not qualify as “performance-based” compensation as defined under Section 162(m) of the Code. The Board and our Compensation Committee have taken actions, including the grant of stock options and performance-based restricted stock awards, intended to enhance Mylan’s opportunity to deduct compensation paid to executive officers for federal income tax purposes. Our Compensation Committee, however, reserves the right to grant compensation to our executives that is not deductible, as necessary to comply with Mylan’s contractual commitments or to maintain the flexibility needed to promote retention or to recognize and reward desired performance.

Summary Compensation Table