PROXY STATEMENT FOR
2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2018
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the
Board
) of Amarin Corporation plc, a public limited company registered in England & Wales (
Amarin
, the
Company
,
we
or
us
) for use at the Companys 2018 Annual General Meeting of Shareholders (the
Annual General Meeting
) to be held at The Shelbourne Hotel, 27 St. Stephens Green, Dublin 2, Ireland, on
May 14, 2018, at 2:00 p.m. local time for the purpose of considering and, if thought fit, passing the resolutions specified in the Notice of Annual General Meeting. This Proxy Statement is being mailed to shareholders on or about April 20,
2018.
For a proxy to be effective, it must be properly executed and dated and lodged (together with a duly signed and dated power of
attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority)) at the offices of the Companys registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, England (the
Registrars
) so as to be received by 8:00 a.m. local time on May 10, 2018. Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted FOR the
nominees described in this Proxy Statement and FOR each other proposal described in the Proxy Statement, and at the discretion of the proxy holder(s) with regard to all other matters that may properly come before the meeting.
The Company will pay all of the costs of soliciting proxies. We will provide copies of our proxy materials to Citibank, N.A. as the depositary
for our American Depositary Shares (the
Depositary
), brokerage firms, fiduciaries and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. We have
engaged Okapi Partners to assist us in the distribution and solicitation of proxies for a fee of $15,000 plus expenses. Our directors, officers and employees may also solicit proxies; however, we will not pay them additional compensation for any of
these services. Proxies may be solicited by telephone, facsimile, or personal solicitation.
Shares Outstanding and Voting Rights
Amarin is registered in England & Wales and therefore subject to the United Kingdom Companies Act 2006 (the
Companies
Act
), which, together with the Articles of Association of the Company (the Articles), governs the processes for shareholder voting at Annual General Meetings. There are a number of differences between English and U.S. law
in relation to voting. At the Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (either before a show of hands on that resolution or immediately after the result of a
show of hands on that resolution is declared) by (a) the chairman, (b) at least two shareholders entitled to vote at the meeting, (c) a shareholder or shareholders representing not less than
one-tenth
of the total voting rights of all shareholders having the right to vote at the meeting (excluding any voting rights attached to shares that are held as treasury shares) or (d) a shareholder or
shareholders holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than
one-tenth
of the total sum paid up on all shares conferring
that right (excluding any shares in the Company conferring a right to vote at the meeting that are held as treasury shares).
Only holders
of record of our ordinary shares with a par value of £0.50 each (
Ordinary Shares
) at the close of business on April 18, 2018 (the
Record Date
), are entitled to notice of, and to attend
and to vote at, the Annual General Meeting. On the Record Date, approximately 295,956,415 Ordinary Shares were issued and 293,584,140 were outstanding, of which approximately 293,217,685 were held in the name of the Depositary, which issues
Company-sponsored American Depositary Receipts (
ADRs
) evidencing American Depositary Shares (
ADSs
) which, in turn, each represent one Ordinary Share. With respect to all matters to be voted on at
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