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DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
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, is
authorised or exempted under the European Communities (Markets in Financial
Instruments) Regulations 2007 or the Investment Intermediaries Act,
you have sold or transferred your entire holding of ordinary shares in ICON plc
("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 other
agent through whom the sale was effected, for transmission to the purchaser or
transferee as soon as possible.
has a secondary listing on The Irish Stock Exchange. For this reason, ICON is
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)
(Chief Executive Officer),
County Business Park,
OF ANNUAL GENERAL MEETING
writing to you to outline the background to the Resolutions to be proposed at
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 5 of this document,
which will be held at ICON plc Headquarters, South County Business Park,
Leopardstown, Dublin 18, Ireland on the 20th day of
July, 2009 at 8.30 a.m.
1-5 in the enclosed notice set out the usual business to be transacted at the
AGM. Resolution 4 pertains to the proposed re-election of Dr. Anthony
Murphy to the Board and I include some background information regarding Dr.
Murphy's appointment in the following paragraph. In addition, your Board
proposes, as special business, Resolutions 6-8, which are summarised
4 - Background information regarding proposed re-election of Dr. Anthony
2009, Dr. Anthony Murphy was appointed to the Board of ICON plc as a
non-executive director. Dr. Murphy was appointed unanimously by
ICON's Board of Directors and, in accordance with the Company's Articles of
Association, stands for re-election by ICON's shareholders at the
AGM. Dr. Murphy recently retired his position as Senior Vice
President, Human Resources, at Eli Lilly and Company, where he had a
distinguished career which spanned almost thirty years. He previously
held a variety of senior personnel positions for the sales and marketing,
administration and manufacturing operations of Eli Lilly Europe, North America
and Japan. Prior to joining Eli Lilly, he lectured in industrial
relations and worked as a consultant and researcher at the University of Bath,
England. He is a fellow of the Institute of Personnel and Development
(U.K.) and a Chartered Psychologist.
6 - General authority to allot shares
6 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 an
amount equal to the present authorised but unissued share capital of the
Company. The Company requests this authority annually.
7 - The dis-application of statutory pre-emption rights
7 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 7 is conditional upon the passing of
Resolution 6 and follows the established best practice of renewing such
authority on an annual basis. The Company requests this authority
8 - Authorisation of Market Purchases of the Company's Shares and Re-issue of
8 proposes to authorise the Company or any of its subsidiaries to purchase up to
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 2009 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 8, 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 then
average market price of the shares.
8 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 a
maximum price of 120% of the Market Price (as defined in the Resolution) and the
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 2009 or 18 months from the date of the passing of the
Resolution. Again this resolution is proposed annually.
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 effective, the Form of
Proxy duly completed and signed together with any authority under which it is
executed must be deposited with the Company's Depositary BNYM Shareholder Services, PO box
3549, S Hackensack NJ 07606-9249 as of 5.00 pm on 10th July, 2009. The completion and lodging
of the Form of Proxy will not prevent you from attending the meeting should you
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 total
to 4,293,244 Ordinary Shares on 31st May
2009, representing approximately 7.3% of the issued ordinary share capital of
NOTICE OF ANNUAL GENERAL
NOTICE is hereby given that
the Annual General Meeting of the Company will be held at ICON plc Headquarters,
South County Business Park, Leopardstown, Dublin 18, Ireland on 20th day of
July, 2009 at 8.30 a.m.
consider and, if thought fit, pass the following Resolutions
ordinary resolution:
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