New 14F out - Sarissa wants to appoint a whopping 7 people to the BOD, adding to the 9 already on it - even if the chairman is removed, that's still a whopping 15 people on the BOD for a little company with a $700M MC - ridiculous - PFE only has 12 on theirs ($250B MC).
NOTICE IS HEREBY GIVEN that a general meeting of the shareholders (the “General Meeting”) of Amarin Corporation plc, a public
limited company registered in England and Wales (the “Company” or “we”), will be held at [●], on [●], 2023 at [●] [a.m./p.m.] local time. The Board of Directors of the Company (the
“Board”)
is calling the General Meeting following a requisition notice received
from (i) Sarissa Capital Catapult Fund LLC, (ii) Sarissa Capital Hawkeye
Fund LP, (iii) ISP Fund LP, (iv) Sarissa Capital
Offshore Master Fund LP, (v) Sarissa Capital Master Fund II LP and
(vi) Sarissa Capital Athena Fund Ltd (collectively, the “Sarissa Holders”), which are funds affiliated with Sarissa Capital Management LP
(“Sarissa Capital” and, together with the Sarissa Holders and other funds and investment vehicles affiliated with Sarissa Capital, “Sarissa”) on January 10, 2023 requiring the Company to convene
the General Meeting (as amended and restated on January 24, 2023, the “Requisition Notice”) pursuant to section 303 of the Companies Act 2006 (the “Companies Act”)
for the purposes of considering
and voting on the below resolutions, all of which are proposed as
ordinary resolutions. At the date of delivery of the Requisition Notice,
the Sarissa Holders were registered holders of an aggregate amount of
20,300,000 ordinary shares, nominal
value 50 pence per share of the Company, which constituted approximately
5.02 per cent of the Company’s issued share capital as carries the
right of voting at general meetings of the Company. The accompanying
proxy statement is dated
[●], 2023, and together with the enclosed form of proxy card, is first
being sent to shareholders on or about [●], 2023.
The purpose of
the general meeting will be to consider the following resolutions:
1.
That Per Wold-Olsen be removed from office as a director of the Company with immediate effect;
2.
That
in the event any director is appointed after the Company’s receipt of
the general meeting requisition
notice dated January 10, 2023, and prior to the general meeting, each
such director be removed from office as a director of the Company with
immediate effect;
3.
That Patrice Bonfiglio having consented to act, be appointed as an additional director of the Company with
immediate effect;
4.
That Paul Cohen, having consented to act, be appointed as an additional director of the Company with immediate
effect;
5.
That Mark DiPaolo, having consented to act, be appointed as an additional director of the Company with
immediate effect;
6.
That Keith L. Horn, having consented to act, be appointed as an additional director of the Company with
immediate effect;
7.
That Odysseas Kostas, having consented to act, be appointed as an additional director of the Company with
immediate effect;
8.
That Louis Sterling III, having consented to act, be appointed as an additional director of the Company with
immediate effect; and
9.
That Diane E. Sullivan, having consented to act, be appointed as an additional director of the Company with
immediate effect.