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.
Between September 12, 2022 and September 20, 2022, the remaining five members
of the Board conducted interviews with each of the three Sarissa Candidates.
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. In that
same email, Mr. Wold-Olsen also offered to meet with Mr. DiPaolo on a quarterly basis.
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 a Requisition
Notice to the Company (the Original Requisition Notice), 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 Original Register Request).
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