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Elan Corporation, plc (ELN)

2013 Annual General Meeting

May 30, 2013 5:00 am ET


Robert Alexander Ingram - Non-Executive Chairman and Member of Nominating & Governance Committee

Liam Daniel

G. Kelly Martin - Chief Executive Officer and Executive Director


Robert Alexander Ingram

Good morning. Welcome, ladies and gentlemen, to the 2013 Annual General Meeting of Elan Corporation, plc. It's a beautiful sunny day here in Dublin, and I want to thank all of you for joining us this morning. The time is now just after 10:00, and we will start the proceedings.

The Articles of Association of the company require that 3 or more persons, being holders of, at least, 1/3 of the issued ordinary shares in the company are present in person or are represented by proxy before meeting of shareholders can take place. And I note the necessary quorum of members is present. And I, therefore, have the pleasure of declaring the meeting open.

I'm Bob Ingram, I have the privilege to serve as the Chairman of your board. And before dealing with the formal business of the meeting, I'd like to say a few words, in particular, to shareholders and members of the media, who are present with us this morning.

We are very grateful for the continued interest that you take in Elan. I would also like to note that the company is in an offer period, as you all know and as prescribed by the Irish Takeover Rules. Therefore, under the Takeover Rules, the board is restricted for making certain statements relating to the company, including the announcement of any trading results of profit or dividend forecast and asset valuation or proposal for dividend at this meeting. However, should you have any questions, we will endeavor to answer them as candidly and clearly as we can.

The meeting will be in 3 parts. First, the formal consideration of the resolutions before the meeting; then a review of our business, which I will lead; and lastly, we'll have a question-and-answer session for you, our shareholders. Following the meeting, Kelly Martin, your Chief Executive, and I, will be available to meet with members, registered members of the media in the adjacent meeting room.

Before we go into the formal resolutions, I'd like to introduce your board, which has served and continues to serve you as shareholders, in my view, in an exemplary manner. And I'll begin on my far right, your left: Mr. Gary Kennedy, Mr. Patrick Kennedy, Mr. Giles Kerr, Mr. Kieran McGowan, Mr. Kyran McLaughlin. Going to the far -- my far left, your far right: Doctor Andy von Eschenbach, former Head of the National Cancer Institute, former FDA Commissioner. Next to Andy, Doctor Dennis Selkoe; next to Dennis, Mr. Rich Pilnik. And next to Rich, Mr. Donal O'Connor. Liam Daniel, our Corporate Secretary, joins Kelly Martin and I in the middle.

I'd also like to particularly pay tribute and thanks to both Giles Kerr and Dennis Selkoe, who are retiring from the board at this meeting. I can tell you all that they have both served you and your company with great distinction. And it is a loss for us as a board, and we can only thank them for their dedicated service and wish them well.

I will now turn the business of this, our 2013 Annual General Meeting, over to Liam Daniel, who will take the chair for this portion of the meeting to present the various items of business, which we are to consider here today. Liam?

Liam Daniel

Thank you, Mr. Chairman. Good morning, ladies and gentlemen. I would refer those present to the Notice of the AGM. And I should like, with your permission, to take this as read, this is agreed.

Ladies and gentlemen, there are 18 resolutions, and all are proposed to be considered today. Resolution 1, the financial statements for the year ended 31 December 2012, first item of ordinary business is to receive and consider the financial statements, directors' report and auditor's report for our 2012. Copies of these documents have been in your possession for the requisite period. I suggest they be taken as read. KPMG is, today, represented by John O'Keefe.

I now propose Resolution 1 as set out in the Notice of Meeting. And if there are no questions, I'd put Resolution 1, which has been proposed. Before calling for votes, can I ask you to please note that only holders of ordinary shares can vote in person at the meeting. ADR holders have voted by proxy through Citibank, who voted on behalf of them.

With those in favor, please hold up your card, so that your vote may be recognized.


Liam Daniel

Those against.


Liam Daniel

I declare the resolution carried. In accordance with the U.K. Corporate Governance code, and in line with best practice, after each resolution, we will display on the screen behind me, the total number of shares voted by proxy for and against each resolution. For those listening in by webcast and for our shareholders, in general, the numbers would be available on our website after the close of this meeting.

We now turn to Resolution 2 to receive and consider the report of the Leadership, Development and Compensation Committee for the year ended 31 December 2012. Due to the level of proxy votes received, and in accordance with the Articles of Association, the Chairman has called for a poll to be held on this resolution. For convenience, the remaining business of meeting will be dealt with first, and once all resolutions have been put to the meeting, the poll will be conducted.

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