On August 3, 2022, Sarissa requested a call with the Company to discuss the Companys earnings
from the second quarter. An approximately thirty-minute call was held later on the same day. The Sarissa team then requested an additional thirty-minute call to discuss the remainder of their questions regarding the Companys earnings from the
second quarter. Another follow-up call was held on August 9, 2022
During August 2022, members of the NCG
Committee interviewed each of the Sarissa Candidates.
On August 30, 2022, the NCG Committee recommended to the Board that each of the three Sarissa
Candidates be interviewed by the remaining five members of the Board.
On October 11, 2022, Sarissa issued a press release indicating that it had
commenced the process to requisition a general meeting of the Company to remove and replace certain directors. On the same day, Sarissa filed a Schedule 13D amendment reporting the commencement of the shareholder-requisitioned general meeting
process and a 5.95% ownership position in Amarin.
On October 11, 2022, the Company issued a press release indicating that the Company has engaged
with Sarissa in good faith and evaluated all potential board candidates with a defined and tailored list of necessary skillsets and that the Boards consideration of these candidates, including the Sarissa Candidates, was in final stages. The
press release also noted that the Companys ongoing Board refreshment process, with the assistance of a renowned search firm, had already resulted in the appointment of three independent directors in the past year which added extensive and
applicable experience and expertise to the Board.
On October 20, 2022, the Company appointed Adam Berger and Geraldine Murphy to the Board to serve
until the Companys 2023 annual general meeting of shareholders. The Company also announced that directors Lars Ekman and Patrick OSullivan would retire from the Board, effective as of December 31, 2022.
Also on October 20, 2022, the chairman of the Board, Per Wold-Olsen, when unable to connect with Mr. DiPaolo by phone, emailed Mr. DiPaolo to
inform him that the Board had decided not to proceed with his candidacy as a director of the Company.
On October 27, 2022, Mr. Wold-Olsen met
with Mr. DiPaolo.
On January 5, 2023, the Company filed an amended Form 8-K in which it announced that,
in connection with the retirement of Lars Ekman and Patrick J. OSullivan, on January 5, 2023, the Board appointed Adam Berger and Geraldine Murphy to the NCG Committee, designating Mr. Berger as Chair, effective immediately.
On January 10, 2023, the Company filed a Form 8-K announcing that, on January 9, 2023, the Board appointed
Murray Stewart, DM, FRCP to the Board in connection with its ongoing refreshment process.
On January 10, 2023, Sarissa delivered the Requisition
Notice to the Company, which indicated three separate proposals to be put forth as ordinary resolutions. The proposals provided that (i) Per Wold-Olsen be removed from office as a director of the Company, (ii) in the event any director is
appointed after the Companys receipt of the general meeting requisition notice dated January 10, 2023, each such director be removed from office as a director of the Company with immediate effect, and (iii) Mr. Kostas,
Mr. DiPaolo, Ms. Bonfiglio, Paul Cohen, Keith L. Horn, Louis Sterling III and Diane E. Sullivan each be appointed as a director of the Company with immediate effect. Simultaneous with the delivery of the Requisition Notice to the Company,
Sarissa also delivered to the Company a request for a copy for a register of the Companys members (the Register Request).
On January 11, 2023, Sarissa filed an amended Schedule 13D in which it disclosed an ownership position of approximately 6.24% in Amarin as well as its
delivery of the Requisition Notice to the Company.
On January 16, 2023, on behalf of Amarin, representatives of Ropes & Gray LLP, as
counsel to Amarin, delivered a response letter to Sarissa to clarify certain points with respect to the Requisition Notice and the Register Request.
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