August 4, 2014

Glass Lewis Clients,

Pershing Square Capital Management L.P. (Pershing Square) has distributed a written
request (Written Request) solicitation to shareholders of Allergan Inc. (Allergan or the
Company") to garner support to request an Allegan special meeting. If such a meeting is called,
Pershing Square intends to seek to remove the incumbent board member sand elect director
nominees that would consider a potential strategic agreement with Valeant Pharmaceuticals
International, Inc. (Valeant).

The Written Request process is being conducted given the specific requirements of Allergans
bylaws regarding the calling of special meetings. As discussed in detail below, the calling of a
special meeting at Allergan requires the written request of holders of record of at least 25% of its
outstanding common stock. Notably, the written request process does not require shareholders to
cast actual votes. Rather, opting into the process will allow shareholders to participate in the
group seeking to call a special meeting. Note, participation in the written request process in no
way restricts a shareholders ability to vote at the subsequent special meeting.

The written request process is highly unique and involves many technical steps of shareholders if
they determine to participate. In light of this, and given the absence of a typical shareholder vote
mechanism, we have prepared this letter to advise Glass Lewis clients on the situation and our
view of Pershing Squares solicitation.

Background

On April 21, 2014, Pershing Square and Valeant Pharmaceuticals International, Inc. (Valeant)
jointly filed Schedule 13Ds, disclosing, among other things, Valeants intention to propose a
merger between Allergan and Valeant. The prospective number of Valeant shares and amount of
cash to be offered in connection with such a merger was not disclosed at that time. The filings
also disclosed a joint ownership position of approximately 9.7% in Allergan, held on behalf of
both Pershing Square and Valeant through PS Fund 1, LLC (PS Fund 1).

On April 22, 2014, Michael Pearson, the chairman and CEO of Valeant, submitted an initial
proposal whereby Valeant would prospectively acquire each outstanding Allergan share in
exchange for 0.83 newly-issued Valeant shares and $48.30 in cash (the Initial Proposal). On
the same date, the board of Allergan adopted a poison pill with a 10% ownership trigger.

On May 12, 2014, following several meetings, Allergan's board publicly announced it
unanimously rejected the Initial Proposal submitted by Valeant.

On May 13, 2014, Valeant announced it would revise its proposal on May 28, 2014.



On May 27, 2014, Allergan filed an investor presentation detailing a range of concerns about the
sustainability of Valeants business model.

On May 28, 2014, Valeant announced a revised proposal which contemplated that each
outstanding Allergan share would be exchanged for the right to receive 0.83 newly-issued
Valeant shares and $58.30 in cash, with the possibility of a contingent value right.

On May 30, 2014, prior to a response from Allergan, Valeant further revised its proposal such
that each outstanding Allergan share would be exchanged for the right to receive 0.83 newly-
issued Valeant shares and $72.00 in cash, with the possibility of a contingent value right (the
Re-Revised Proposal).

On June 6, 2014, Pershing Square sent a letter to Allergan seeking confirmation that Allergan
would not take the position that the solicitation and receipt of revocable proxies in connection
with a request to cause Allergan to call a special meeting of shareholders would trigger the
Allergans poison pill.

On June 10, 2014, Allergan sent a letter to Valeant disclosing the boards determination that the
Re-Revised Proposal substantially undervalued the Company, created significant risks and
uncertainties for the shareholders of Allergan and was not in the best interests of the Company
and its shareholders. Allergan also updated its previously issued investor presentation to detail
the rationale for its rejection of the Re-Revised Proposal.

On June 12, 2014, Pershing Square filed a complaint in the Delaware Court of Chancery seeking
declarations that certain actions taken in connection with the shareholder-called special meeting
request would not trigger Allergans poison pill.

On June 18, 2014, Valeant commenced a tender offer on the same terms codified in the Re-
Revised Proposal.

On June 21, 2014, the Allergan board, aided by certain external advisers, determined the tender
offer is grossly inadequate, substantially undervalues Allergan, creates significant risks and
uncertainties for Allergan and is not in the best interests of Allergan and its shareholders.

On June 27, 2014, Allergan and Pershing Square entered into a stipulation agreement to dismiss
the litigation filed by Pershing Square against Allergan on June 12, 2014. Pursuant to the
agreement, it was clarified that, among other things, any effort to solicit revocable proxies would
not trigger provisions of Allergans poison pill.

On July 11, 2014, Pershing Square filed a definitive proxy statement in connection with its effort
to solicit Written Requests. If Pershing Square obtains a sufficient number of valid Written
Requests, it intends to request Allergan call a special meeting for shareholders to consider,


among other things: (i) the removal of six incumbent board members; (ii) the election of six new
nominees submitted by Pershing Square; (iii) certain amendments intended to simplify annual
and special meeting processes and fix the number of directors at nine; (iv) invalidation of any
bylaws adopted without shareholder approval after Allergans 2014 annual meeting and up to
and including the date of the prospective special meeting; and (v) a request to compel the board
to promptly engage in good faith and non-exclusive discussions with Valeant regarding
Valeants offer to merge with the Company.

Allergan Special Meeting Bylaw Requirements

Under Article 10 of Allergans amended and restated certificate of incorporation and Article II,
Section 3 of Allergans amended and restated bylaws, the calling of a special meeting requires
the Written Request of holders of record of at least 25% of Allergans outstanding common
stock. The Written Requests will only become effective if such percentage is met within 60 days
after the date of Allergan's receipt of the earliest dated written request.

If Pershing Square is successful in its efforts to solicit and deliver a sufficient number of valid
Written Requests within the specified time-frame, in lieu of calling the shareholder-requested
special meeting, the board may present similar items to those items included in the Written
Requests at a special meeting called by the board that is held within 120 days after the board
receives valid Written Requests representing the requisite percentage (i.e. 25%) of outstanding
shares.

Written Request Procedures and Requirements

Valid submission of Written Requests in favor of a special meeting will require full compliance
with the provisions set forth in Allergans charter, bylaws and applicable law. These terms will
include the enforcement of certain requirements, which include, but are not limited to, the
inclusion within any Written Request of:
(i) The name and address of each shareholder of record that signs a special meeting
request, the beneficial owner or owners on whose behalf such special meeting request
is made, any participant with such shareholder in such solicitation or associate of such
shareholder or beneficial owner and any other person with whom such shareholder or
such beneficial owner is acting in concert (in each case, a Proposing Person);
(ii) The number of shares of common stock that are owned beneficially and owned by
such Proposing Person;
(iii) A representation that each Proposing Person intends to hold the shares of common
stock through the date of the meeting requested by Pershing Square;
(iv) An acknowledgement by such Proposing Person that any reduction in such persons
Net Long Beneficial Ownership, as defined in the bylaws, with respect to which a
written request relates following the delivery of such written request to the secretary


of Allergan shall constitute a revocation of such written request to the extent of such
reduction;
(v) All such information regarding any material interest of the Proposing Person in the
matter(s) proposed to be acted on at the special meeting, and all agreements,
arrangements or understandings between or among any Proposing Person and any
other record holder or beneficial owner of shares of common stock in connection with
the special meeting, the written request or the matter(s) proposed to be brought before
the special meeting; and
(vi) Any other material relationship between such Proposing Person, on the one hand, and
Allergan, any affiliate of Allergan, any officer, director or employee of Allergan or
any affiliate thereof, or any principal competitor as defined by the Company -- of
Allergan on the other hand.
In addition, Allergans bylaws require that any Proposing Person who signs and delivers a
Written Request shall further update and supplement the information previously provided to
Allergan in connection with the written request, if necessary, so that the information provided or
required to be provided in such request pursuant to Section 3 of the bylaws shall be true and
correct as of the record date for notice of the special meeting and as of the date that is ten
business days prior to the special meeting or any adjournment or postponement thereof, and such
update and supplement shall be delivered to, or mailed and received by, the secretary of Allergan
not later than five business days after the record date for notice of the special meeting (in the
case of the update and supplement required to be made as of such record date), and not later than
eight business days prior to the date for the special meeting or, if practicable, any adjournment or
postponement thereof.

Materials Submitted by Pershing Square

In order to comply with applicable provisions of Allergans charter and bylaws, Pershing Square
has submitted to shareholders:

A form of instruction letter (the DTC Instruction Letter) to The Depository Trust
Company (DTC);
A written request (the Cede & Co. Meeting Request) for a special meeting from DTCs
nominee, in this case Cede & Co.;
A form of letter from the brokerage firm, bank nominee or other institution that is the
holder of record of Allergan common stock verifying beneficial ownership for
shareholders electing to participate; and
A WHITE proxy card.


The DTC Instruction Letter and the Cede & Co. Meeting Request are to be completed by each
shareholders DTC participant(s), upon their direction, and the Cede & Co. Meeting Request will
be executed by Cede & Co., as DTCs nominee, upon DTCs receipt of a duly executed DTC
Instruction Letter from such DTC participant(s).

Beneficial owners of shares of common stock who wish to become Proposing Persons but do not
currently hold any shares of common stock in record (certificated) form must transfer into the
name of such Proposing Person, or purchase in the name of such Proposing Person, at least one
(1.0) share of common stock.

Such documents, if validly completed, will be used by Pershing Square to deliver to Allergans
secretary valid special meeting request forms and Cede & Co. Meeting Requests to call a special
meeting of the Companys shareholders, along with verification letters, as applicable.

Materials Submitted by Allergan

Allergan is opposed to Pershing Squares Written Request solicitation and the calling of a special
meeting. The Company requests shareholders revoke any granted authority by submitting a
BLUE revocation card.

If, prior to the date of such special meeting, Allergan receives revocations of written requests
such that there are no longer valid, unrevoked written requests from holders of record of at least
25% of the outstanding shares of common stock, the board has the discretion to cancel the
shareholder-requested special meeting. As a result, the board may, and likely will, continue to
solicit revocations of written requests up to and until the date of any shareholder-requested
special meeting.

Glass Lewis Analysis
As frequently noted throughout our commentary on this issue, Glass Lewis strongly supports the
right of shareholders to call special meetings. As a check on prospective abuse and waste of
corporate resources by a very small minority of shareholders, we generally augment this
overarching perspective by stipulating shareholders representing at least a sizable minority of
shares must support such a meeting prior to its calling. Thus, when reviewing proposals seeking
to grant shareholders this right we typically consider, among other factors:
Company size;
Shareholder base in terms of both percentage of ownership and type of shareholder
Responsiveness of the board and management to shareholders, as evidenced by adopting
progressive shareholder rights policies and reaction to shareholder proposals;
Company performance and steps taken to improve poor performance;
The existence of anti-takeover protections or other entrenchment devices;
Opportunities for shareholder action (e.g., ability to act by written consent) and;


Any existing ability for shareholders to call a special meeting
The foregoing framework yielded a favorable recommendation when applied to a shareholder
proposal submitted at Allergans 2012 annual meeting, which proposal sought a right for holders
of at least 10% of Allergans common stock to call a special meeting. This resolution which
was expressly opposed by management received the affirmative support of approximately
55.3% of voted shares.

In response, the board submitted a proposal at Allergans 2013 annual meeting seeking to amend
the Companys certificate of incorporation and bylaws such that holders of at least 25% of
Allergans issued and outstanding share capital would be permitted to call a special meeting.
While this percentage represented a material increase from the 10% level requested and
supported by a majority of investors in 2012, we nevertheless recommended shareholders vote in
favor of the boards contemplated amendment, in large part due to the effective absence of any
alternative right for investors to call a special meeting. The management resolution received the
affirmative support of approximately 99.7% of voted shares.

Notwithstanding our recommendation and the clear support of the voting shareholders, it is
worth considering the codified terms and provisions are fairly restrictive when viewed alongside
more common special meeting guidelines. All other things equal, we believe Allergans bylaws
leave its board in a position of leverage when considering a shareholder-supported special
meeting request. The challenges attendant to this cumbersome process are readily evident as an
extension of the options made available to shareholders investors electing to participate in
Pershing Squares Written Request process must satisfy a myriad of significant and ongoing
administrative hurdles, while the board can, and will, contemporaneously seek to nullify these
efforts through a decidedly simpler proxy solicitation process to be conducted up until the date of
the prospective special meeting. In our opinion, this procedural dichotomy casts a rather dubious
light on the seriousness of the boards desire to be responsive to investors.

This obstructive process echoes a trend of recalcitrant adherence to progressive corporate
governance standards at Allergan, including a period marked by active opposition to shareholder
proposals covering the right to act by written consent and the separation of the roles of chairman
and CEO proposals that received the affirmative support of 50.1% and 50.5% of votes cast at
Allergans 2013 and 2014 special meetings, respectively. In the former case, the board submitted
a written consent bylaw amendment proposal to shareholders at the 2014 annual meeting with
restrictions comparable to those governing special meeting requests; in the latter case, the board
has yet to announce how or if it will address a clear shareholder mandate requesting
bifurcation of the chairman and CEO positions.

Further to these concerns, we again draw attention to the boards expeditious adoption of a
restrictive poison pill just one day after Valeant and Pershing Square disclosed their joint
ownership position. This rapid adoption suggests, in our view, any prior absence of a rights plan
reflected less an interest in providing for an open engagement structure and more a cognizance


that maintenance of such an aggressive pill without investor approval approval which, we
expect, would be difficult to obtain, based on the recent shareholder votes noted above would
be markedly unpopular. In addition, the board has not indicated that shareholders will have any
opportunity to ratify the rights plan during its duration or that any extension of the pill upon its
expiration would require shareholder approval. As such, we consider these efforts generally more
indicative of a board concerned with entrenching its position than seeking to enhance
shareholder value.

Conclusion

From the very start, we readily acknowledge, in broad terms, there are risks and costs associated
with calling and holding a special meeting, including the risk of diverting significant
management time and resources away from the firms primary operations; this is, indeed, one of
Allergans primary arguments against shareholder participation in the Written Request process.

Nevertheless, when considering our rather skeptical view of the boards willingness to
constructively engage with investors or adopt even modestly progressive corporate governance
protocols in the absence of multi-year voting processes, we are inclined to suggest shareholders
would be best served setting aside the aforementioned risks in favor of the Pershing Square
Written Request effort.

While we understand and accept the overarching issues motivating the current Written Request
process are both manifold and complex, in the simplest of terms, we believe shareholders, as
owners of the Company, should be provided a platform to express their views on certain
significant matters not expected to be addressed through routine annual meeting channels. In the
case of Allergan, access to such a platform is predicated on the satisfaction of an array of
preconditions that, at the very least, are both disproportionately time consuming and dense.

These protections, in our view, go decidedly beyond the provisions necessary to deter abuse and
waste by a small minority of shareholders, and operate more as a strong deterrent to those
investors contemplating a special meeting requisition not otherwise supported by the board.
Moreover, while we again acknowledge the attendant expenses of calling a special meeting, we
consider the extant circumstances render this issue decidedly moot: Allergans unaffected market
value was just over $42.1 billion based on its April 21, 2014 closing price, the Company posted
approximately $6.7 billion in total revenues for the twelve month period ended June 30, 2014
and the firm has not called a special meeting since September 2006. In short, we find little clear
merit in the argument that calling a special meeting for purposes of obtaining direct shareholder
perspectives on a series of significant and contentious issues represents an overwhelming burden
for Allergan.

Perhaps more importantly still, we note the current process as presently framed does not
represent a vote on the merits of any prospective combination transaction or any change to the
sitting board; rather investors would only be participating in a process intended to afford them


the opportunity to directly express their opinions positive or negative on those issues. Thus,
viewed collectively, we believe the foregoing factors serve as adequate cause for shareholders to
participate in Pershing Squares Written Request solicitation.

Procedural Considerations

Those Allergan shareholders wishing to participate in the Written Request process must use the
forms supplied by Pershing Square as follows:

Shareholder Actions
1. Shareholder must transfer at least one share of Allergan common stock and deposit the
share(s) in record name on the books of Allergans transfer agent, Wells Fargo
Shareowner Services;
2. Shareholder must complete, sign and date the Special Meeting Request Form, including
the past two years' trading records;
3. Shareholder must fill in and deliver the DTC Instruction Letter and the CEDE & Co.
Meeting Request to their custodian bank/broker; and
4. Shareholder must sign and date the WHITE Proxy Card.
Custodian Bank or Broker (DTC Participant) Actions
1. Custodian bank /broker must transfer at least one share on behalf of shareholder into
record name;
2. Custodian bank/ broker must complete and deliver the following to DTC: (i) the DTC
Instruction Form, transcribed onto custodian bank or broker letterhead and (ii) the CEDE
& Co Request Form;
3. Custodian bank/ broker must sign and date the bank and broker Verification Letter; and
4. Custodian bank/ broker must deliver bank and broker Verification Letter and executed
CEDE & CO. Request Form to relevant shareholder.
CEDE & CO. Action
1. CEDE & Co. to sign and deliver the CEDE & CO. Request Form to shareholders
custodian bank/ broker, which process will take at least 48 hours.



Following completion of the foregoing processes, shareholders must deliver the following
executed documents to D.F. King & Co., Inc.:

1. A fully executed Request Form (including past two years trading records);
2. A signed and dated WHITE Proxy Card;
3. A completed CEDE & Co. Request Form;
4. A Bank and Broker Verification Letter; and
5. Proof of Record Ownership of Shares from AGNs transfer Agent, Wells Fargo
Shareowners Services, either through a DRS statement or a copy of the relevant stock
certificate.
Investors wishing to participate in the Written Request process should be aware the foregoing
steps require substantially more time to complete than a standard proxy voting process, which
would typically be executed through Broadridge Financial Solutions, Inc. Shareholders seeking
further clarity on the foregoing steps or any matters related to compliance with the Written
Request process should contact Pershing Squares solicitor D.F. King & Co., Inc.

Clients should further be aware that a failure by Pershing Square to obtain valid Written
Requests from shareholders representing at least 25% of Allergans issued and outstanding share
capital will preclude the calling of a special meeting. We presently expect there is no likelihood
Allergan will voluntarily call a special meeting in the absence of the current Written Request
process.

Those Allergan shareholders who do not wish to participate in the Written Request process will
not be compelled to take any action at this time.

Cautionary Note Regarding Subsequent Voting Matters

For the avoidance of doubt, the views expressed above and the provision of information covering
the Written Request solicitation are not, nor should they be construed as: (i) commentary on the
contemplated Valeant tender offer or merger proposal, either in its current form or any
subsequently amended form; or (ii) support of or opposition to the prospective removal of
incumbent directors or the election of dissident nominees at any duly called special or annual
meeting of Allergan shareholders.