THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult with your independent financial adviser who, if you are taking advice in Ireland,

DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

you are in any doubt as to the action to be taken, you should consult with

independent financial adviser who, if you are taking advice in Ireland, is

authorised or exempted under the Stock Exchange Act, 1995 or the Investment

Intermediaries Act, 1995.

you have sold or transferred your entire holding of ordinary shares in ICON

("ICON" or "the Company"), please pass this document, together with the attached

proxy form, to the purchaser or transferee, or to the stockbroker, bank or

agent through whom the sale was effected, for transmission to the purchaser

transferee as soon as possible.

has a secondary listing on The Irish Stock Exchange. For this reason, ICON

not subject to the same ongoing regulatory requirements as those which would

apply to an Irish company with a primary listing on the Irish Stock Exchange

including the requirement that certain transactions require the approval of

shareholders. For further information, shareholders should consult their own

in Ireland with limited liability under the Companies Acts, 1963 to 1986.

Registered No. 145835)

Gray, (Chief Executive Officer)

ANNUAL GENERAL MEETING

writing to you to outline the background to the Resolutions to be proposed

the forthcoming Annual General Meeting of ICON plc ("AGM"), each of which the

Board of Directors ("Board" or the "Directors") is recommending you

attention is drawn to the notice of AGM set out on page 4 of this document,

which will be held at The Pavilion, Leopardstown Racecourse, Leopardstown,

Dublin 18 on the 23rd day

July, 2007 at 10.00 a.m.

1-4 in the enclosed notice set out the usual business to be transacted at the

AGM. In addition, your Board proposes, as special business,

Resolutions 5-7, which are summarised below.

5 - General Authority to allot shares

5 proposes to give the Directors a general authority under Section 20 of the

Companies (Amendment) Act, 1983 for a period of 1 year to allot shares up to

amount equal to the present authorised but unissued share capital of the

6 - The dis-application of statutory pre-emption rights

6 will give the Directors power under Section 24 of the Companies (Amendment)

Act, 1983 to allot shares for cash without first offering them to holders of

Ordinary Shares pro-rata to their respective

shareholdings. Resolution 6 is conditional upon the passing of

Resolution 5 and follows the established best practice of renewing such

authority on an annual basis.

7 - Authorisation of Market Purchases of the Company's Shares and Re-issue of

7 proposes to authorise the Company or any of its subsidiaries to purchase

10% of the Company's shares on the market. This authority will expire

on the earlier of the date of the Annual General Meeting for 2007 or 18 months

from the date of the passing of the Resolution. The Directors do not

have any current intention of exercising the Company's authority to purchase its

own shares and would only do so following careful consideration and at price

levels which the Directors consider to be in the best interests of Shareholders

terms of Resolution 7, the minimum price which may be paid for any of the

Company's own shares is an amount equal to the nominal value of the shares and

the maximum price which may be paid is up to an amount equal to 105% of the

average market price of the shares.

7 also provides that where the Company shares have been purchased or redeemed

and are held as Treasury Shares these shares may be re-issued off market at

maximum price of 120% of the Market Price (as defined in the Resolution) and

minimum price of 95% of the Market Price. The determination of the

re-issued price range will expire on the earlier of the date of the Annual

General Meeting 2007 or 18 months from the date of the passing of the

Proxy for use at the AGM is attached. You are requested to complete,

sign and return the Form of Proxy as soon as possible whether or not you propose

to attend the meeting in person. To be valid the Form of Proxy must

be deposited with the Company's Registrars, Computershare Investor

Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial

Estate, Dublin 18 not less than 48 hours before the time appointed for

the meeting. The completion and lodging of the Form of Proxy will not

prevent you from attending and voting in person at the meeting should you so

Board believes that the Resolutions to be proposed at the AGM are in the best

interests of the Company and its Shareholders as a

whole. Accordingly, your Directors unanimously recommend that you

vote in favour of the Resolutions as they intend to do so themselves in respect

of all the Ordinary Shares held or beneficially owned by them amounting in

to 3,167,168 Ordinary Shares on 31st March 2007,

representing approximately 11.1% of issued ordinary share capital of the

OF ANNUAL GENERAL MEETING

is hereby given that the Annual General Meeting of the Company will

held at The Pavilion, Leopardstown Racecourse, Leopardstown, Dublin 18 on

July, 2007 at 10.00 a.m.

consider and, if thought fit, pass the following Resolutions

Directors be and are hereby generally and unconditionally authorised to exercise

all the powers of the Company to allot relevant securities (within the meaning

of Section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal

amount not exceeding the present authorised unissued capital of the Company;

provided that this authority shall expire at the conclusion of the next annual

general meeting of the Company, save that the Company may before such expiry

make an offer or agreement which would or might require relevant securities

be allotted after such expiry and the Directors may allot relevant securities

pursuant to such offer or agreement as if the authority conferred hereby had

a special resolution:

subject to and for the purposes of the Companies Act, 1990, the Company and/or

any of its subsidiaries be and are hereby generally authorised to make market

purchase of Shares of any class of the Company on such terms and conditions

in such manner as the Directors may from time to time determine, but so

price range within which any shares purchased or redeemed and held as treasury

shares, within the meaning of Section 209 of the Companies Act, 1990, may be

re-issued off-market is from 95 to 120 per cent of the Market Price on the

purpose of this resolution:

Market Price of any shares on a particular day means the higher of:

average middle market price (if there is one) derived from the List

average Current Price (as hereafter defined) on the immediately preceding five