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This excerpt taken from the ELN 6-K filed Jun 23, 2009. As
Ordinary Resolutions
Elan Corporation, plc Notice of Annual General Meeting
This excerpt taken from the ELN 6-K filed Mar 31, 2008. As
Ordinary Resolutions
11. 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 21, 2013 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.
12. That the Elan Corporation, plc 2006 Long Term Incentive
Plan (2008 Amendment and Restatement) (“The 2008
Amendment”) be approved and adopted. The full text of the
2008 Amendment is attached hereto as Appendix A.
13. That, subject to the passing of Resolution 11 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 11 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 21, 2009, 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
Elan Corporation, plc Notice of Annual General Meeting
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.
14. 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 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 21, 2009, 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.
15. 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 21, 2009, unless
previously varied or renewed in accordance with the provisions
of Section 209 of the 1990 Act.
By Order of the Board
William Daniel
Secretary
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Dated March 28, 2008
NOTES
Elan Corporation, plc Notice of Annual General Meeting
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