Elan Corporation (ELN)

 

Dear Shareholder

 

The annual general meeting (the “AGM” or the “Meeting”) of the Company will be held at the Davenport Hotel, Dublin 2, Ireland at 10.00am on Thursday, July 16, 2009. 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 13. 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. As a result of both of these requirements, Shane Cooke, Lars Ekman, Gary Kennedy, Kelly Martin, Kieran McGowan and myself are standing for re-election at this year’s AGM. Patrick Kennedy and Donal O’Connor who were appointed to the board since last year’s AGM are standing for election. Additionally, the Board is proposing the election of Vaughn Bryson, Richard Pilnik and Jack Schuler as directors of the Company with effect from end of the AGM.

 

Floyd Bloom, Ann Gray and Dennis Selkoe will retire from the board at the conclusion of the AGM. I would like to thank Floyd, Ann and Dennis for their many contributions to the development of Elan over a large number of years and, in particular, to mention the contribution of Dennis who was a founder director of Athena Neurosciences, Inc in 1986 and which we acquired in 1996. I am delighted that both Dennis and Floyd have agreed to continue to be involved with the Company in the future by sitting on our Science & Technology Committee. These changes continue the process of change and renewal of the Board, and in particular, represent an infusion of commercial pharmaceutical experience which is most welcome.

 

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 2008, the board reviewed the independence of each of the independent 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 of the existing directors standing for election or re-election is contained on pages 85 to 87 of the annual report. The biography of the new directors standing for election was included in the announcement of their appointments.

 

The Directors propose that the special business as set out in Resolutions 14 to 20 in the notice be transacted at the Meeting for the purposes as set out below.

 

 

Dear Shareholder

 

The annual general meeting (the “AGM” or the “Meeting”) of the Company will be held at the Shelbourne Hotel, Dublin 2, Ireland at 10.00am on Thursday, May 22, 2008. 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 10. 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. As a result of both of these requirements, Ann Gray, Kieran McGowan, Kyran McLaughlin and Dennis Selkoe are standing for re-election at this year’s AGM. Floyd Bloom, Jonas Frick, Giles Kerr and Jeff Shames who were appointed to the board since last year’s AGM are standing for election. Laurence Crowley will not be seeking re-election and so will retire from the Board at the conclusion of 2008 AGM. Laurence has served on the Board and a number of Board committees since 1994 and we will all miss his presence greatly.

 

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 2007, the board reviewed the independence of each of the then 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 53 and 54 of the annual report. The changes in the Board composition in the past year is part of the task of renewing and rebalancing the composition of the Board I set myself when I became chairman in 2005.

 

The Directors propose that the special business as set out in Resolutions 11 to 15 in the notice be transacted at the Meeting for the purposes as set out below.

 

 

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.