EX-99.1 2 f28707exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
Notice of the Annual General Meeting
to be held on May 24, 2007
 
(ELAN LOGO)
 
 
Elan Corporation, plc
(The “Company”)
 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt about the action to be taken, please immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser (being, in the case of shareholders in Ireland, an adviser authorised or exempted under the Investment Intermediaries Act, 1995, and, in the case of shareholders in the United Kingdom, an adviser authorised pursuant to the United Kingdom Financial Services and Markets Act, 2000).
 
If you have sold or otherwise transferred all of your shares in the Company, you should at once pass this document and the enclosed Form of Proxy to the purchaser or transferee or to the stockbroker or other agent through whom the sale was effected, for transmission to the purchaser or transferee.
 
To holders of Ordinary Shares and “B” Executive Shares and, for information only, to the holder of the Executive Shares.
 
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

To holders of Ordinary Shares and “B” Executive Shares and, for information
only, to the holder of the Executive Shares.
 
Dear Shareholder
 
The annual general meeting (the “AGM” or the “Meeting”) of the Company will be held at The Four Seasons Hotel, Ballsbridge, Dublin 4, Ireland at 10.00am on Thursday, May 24, 2007. The notice of the Meeting is attached and you are cordially invited to attend.
 
The ordinary business to be transacted at the Meeting is referred to in Resolutions 1 to 6. Under the terms of our articles of association, directors serve for a term of three years expiring at the annual general meeting in the third year following their election, or as the case may be, their re-election at an AGM. Additionally, in line with the provisions of the Combined Code, non-executive directors who have served on the board for in excess of nine years are subject to annual re-election by shareholders. Therefore, Laurence Crowley, Alan Gillespie, Dennis Selkoe and I will retire at this year’s AGM. Laurence Crowley, Dennis Selkoe and I, being eligible, are standing for re-election. Alan Gillespie will not be seeking re-election and so will retire from the conclusion of the 2007 Annual General Meeting. Alan has served on the Board since 1996 and I would like to thank him for his very significant contribution over these years. William Rohn, who was appointed to the board after last year’s AGM is standing for election. The Board has reviewed the performance of each director standing for re-election and confirms that they continue to contribute effectively and demonstrate commitment to the role and therefore recommends that shareholders vote in favour of their re-election. In December 2006, the board reviewed the independence of each of the non-executive directors, including those who have served for more than nine years, and it affirmatively determined that each of them was considered to be independent in accordance with the terms of the Company’s corporate governance guidelines. A biography of each director standing for election or re-election is contained on pages 50 to 51 of the annual report.
 
The Directors propose that the special business as set out in Resolutions 7 to 10 in the notice be transacted at the Meeting for the purposes as set out below.
 
RESOLUTION 7
 
Resolution 7 will give the Directors general authority under Section 20 of the Companies (Amendment) Act 1983 for a period of 5 years to allot shares up to an amount equal to the authorised but unissued share capital of the company at the close of business on the date of the meeting. According to certain corporate governance guidelines, it is considered best practice to renew this authority annually.
 
RESOLUTION 8
 
This Resolution proposes giving the Directors power under Section 24 of the Companies (Amendment) Act 1983 to allot shares for cash up to a maximum of 40 million shares without first offering them to holders of Ordinary Shares. Resolution 8 is conditional upon the passing of Resolution 7.
 
RESOLUTIONS 9 and 10
 
These Resolutions deal with the Company’s ability to purchase and sell its own shares. Resolution 9, if passed, will authorise the Company and its subsidiaries, until the earlier of the date of the next annual general meeting or November 23, 2008, to purchase at a price in line with the formula laid out in the text of the Resolution, up to 15% of the Company’s own shares in issue as of the date of this year’s AGM. Resolution 10, if passed, will set the price range within which the Company may re-issue treasury shares off-market at a price in line with the formula laid out in the text of the Resolution.
 
HOW TO BE REPRESENTED AT THE MEETING
 
Your vote is important, regardless of the number of shares you own. We encourage you to vote your shares as soon as possible by completing, signing and returning the enclosed proxy form in the envelope provided. Please note the following deadlines for voting by proxy:
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

 
  •  Proxies representing registered holders of American Depositary Shares must be returned so that they are received by the ADR depositary, The Bank of New York, no later than close of business on Thursday May 17, 2007. Details of how to vote by telephone or over the Internet are also provided on the proxy form.
 
  •  Holders of American Depositary Shares in street name accounts should follow the instructions provided by their bank or broker custodian.
 
  •  Proxies representing registered holders of Ordinary Shares must be received by the Registrar, Computershare Investor Services (Ireland) Limited, no later than 10.00am on Tuesday May 22, 2007.
 
Returning the proxy form will not preclude a registered holder of Ordinary Shares from attending the meeting and voting in person if he or she wishes to do so.
 
The Directors consider the Resolutions to be in the best interests of the Company and unanimously recommend shareholders to vote in favour of each one. The Directors, who own 0.2% of the issued ordinary share capital of the Company (959,923 Ordinary Shares) see their interests as directly aligned with fellow shareholders and will vote to pass each Resolution.
 
 
Yours faithfully
 
-s- Kyran McLaughlin
 
Kyran McLaughlin, Chairman
 
March 28, 2007
 
 
YOUR VOTE IS IMPORTANT
 
If you have any questions about how to vote your shares, please contact:
 
For registered holders of Ordinary Shares:
Computershare Investor Services (Ireland) Limited
Dedicated Helpline: +353 1 447 5107
 
For holders of American Depositary Shares:
Innisfree M&A Incorporated
Toll-free from the US and Canada: 1-877-750-9498
Free-phone from Ireland and the UK: 00-800-4664-7000
Call collect: 212-750-5833 (Banks, brokers and others)
 
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

Notice of Annual General Meeting
 
Notice is hereby given that the Annual General Meeting of the Company will be held at the Four Seasons Hotel, Ballsbridge, Dublin 4, Ireland on Thursday, May 24, 2007 at 10.00am for the purpose of transacting the following business:
 
AS ORDINARY BUSINESS:
 
  1.  To receive and consider the Financial Statements for the year ended December 31, 2006 together with the Reports of the Directors and Auditors thereon.
 
  2.  To re-elect Mr. Laurence Crowley who retires from the Board in accordance with the Combined Code.
 
  3.  To re-elect Mr. Kyran McLaughlin who retires from the Board by rotation in accordance with the Articles of Association.
 
  4.  To re-elect Dr. Dennis Selkoe who retires from the Board by rotation in accordance with the Articles of Association.
 
  5.  To elect Mr. William Rohn who retires from the Board in accordance with the Articles of Association.
 
  6.  To authorise the Directors to fix the remuneration of the Auditors.
 
AS SPECIAL BUSINESS:
 
To consider and, if thought fit, pass the following resolutions:
 
As an Ordinary Resolution
 
  7.  That the Directors be and are hereby generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to allot and issue all relevant securities (as defined by Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company at the conclusion of this meeting, and the authority hereby conferred shall expire at the close of business on May 23, 2012 unless previously renewed, varied or revoked by the Company in general meeting. Provided however, that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted or issued after this authority has expired, and the Directors may allot and issue any such securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
 
As Special Resolutions
 
  8.  That, subject to the passing of Resolution 7 in the Notice of the Meeting, the Directors be and are hereby empowered pursuant to Section 24 of the Companies (Amendment) Act, 1983 to allot securities (as defined in Section 23 of that Act) for cash pursuant to the authority conferred by the said Resolution 7 as if sub-section (1) of the said Section 23 did not apply to any such allotment provided that the power conferred by this Resolution shall (i) expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or August 23, 2008, unless previously renewed, varied or revoked, and (ii) the amount of such allotment shall not exceed 40 million shares. The Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
 
  9.  That, subject to the provisions of the Companies Act, 1990 (the “1990 Act”) and, in particular, Part XI thereof, the Company and/or any subsidiary (as such expression is defined by Section 155 of the Companies Act, 1963) of the Company be and is hereby generally authorised to make market purchases (as defined by Section 212 of the 1990 Act) of shares of any class of the Company (“Shares”) on such
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

  terms and conditions and in such manner as the Directors may from time to time determine but subject to the provisions of the 1990 Act and the following restrictions and provisions:
 
(a) that the minimum price which may be paid for any Shares shall be the nominal value thereof;
 
(b) the maximum price which may be paid for any Share (a “Relevant Share”) shall be the higher of the nominal value thereof and an amount equal to 105 per cent of the average of the relevant prices of the Shares of the same class as the Relevant Share in respect of each of the five Trading Days immediately preceding the day on which the Relevant Share is purchased;
 
(c) the aggregate nominal value of the Shares purchased under this resolution must not exceed 15 per cent of the aggregate nominal value of the issued share capital of the Company as at the commencement of business on the day of the passing of this resolution;
 
(d) for the purposes of this Resolution the following expressions have the following meanings:
 
(i) “Relevant Price” means in respect of any Trading Day, the closing price on the Exchange of a Share of the same class as the Relevant Share for such Trading Day;
 
(ii) The “Exchange” means the Irish Stock Exchange Limited or any successor or successors thereof and;
 
(iii) “Trading Day” means a day on which trading has taken place on the Exchange in Shares of the same class as the Relevant Share.
 
The authority hereby conferred shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or November 23 2008, unless previously varied, revoked or renewed in accordance with the provisions of Section 215 of the 1990 Act. The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
 
  10.  That, subject to the provisions of the Companies Act, 1990 (the “1990 Act”) including, in particular, Part XI thereof, for the purposes of Section 209 of the 1990 Act the re-issue price range at which any treasury shares (as defined by Section 209) for the time being held by the Company may be re-issued off-market shall be as follows:
 
(a) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120 per cent of the Relevant Price; and
 
(b) the minimum price at which a treasury share may be re-issued off-market shall be an amount equal to 95 per cent of the Relevant Price; provided that no treasury share shall be re-issued at less than the nominal value thereof.
 
For the purposes of this resolution the following expressions have the following meanings:
 
(i) “Relevant Price” means the average of the closing prices on the Exchange of a Share of the same class as the treasury share which is to be re-issued for the five Trading Days immediately preceding the day on which the treasury share is to be re-issued;
 
(ii) The “Exchange” means the Irish Stock Exchange Limited or any successor or successors thereof; and
 
(iii) “Trading Day” means a day on which trading has taken place on The Exchange in Shares of the same class as the treasury shares which are to be re-issued.
 
Elan Corporation, plc Notice of Annual General Meeting
 

 

 
The authority hereby conferred shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or November 23, 2008, unless previously varied or renewed in accordance with the provisions of Section 209 of the 1990 Act.
 
 
Dated March 28, 2007
 
By Order of the Board
 
-s- William Daniel
William Daniel
Secretary
Treasury Building, Lower Grand Canal Street,
Dublin 2, Ireland
 
NOTES
 
(a)  A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company.
 
(b)  Forms of Proxy, to be valid, must reach the Registrars to the Company; Computershare Services (Ireland) Limited, Heron House, Sandyford Industrial Estate, Dublin 18, Ireland not later than 48 hours before the time appointed for the holding of the Meeting.
 
Elan Corporation, plc Notice of Annual General Meeting