AMRN Amarin Corp PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

AMARIN CORPORATION PLC

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

77 Sir John Rogerson’s Quay, Block C

Grand Canal Docklands, Dublin 2, Ireland

(Registered in England & Wales under Company No. 2353920)

NOTICE IS HEREBY GIVEN that a general meeting of the shareholders (the “General Meeting”) of Amarin Corporation plc, a public limited company registered in England and Wales (the “Company” or “we”), will be held at [●], on [●], 2023 at [●] [a.m./p.m.] local time. The Board of Directors of the Company (the “Board”) is calling the General Meeting following a requisition notice received from (i) Sarissa Capital Catapult Fund LLC, (ii) Sarissa Capital Hawkeye Fund LP, (iii) ISP Fund LP, (iv) Sarissa Capital Offshore Master Fund LP, (v) Sarissa Capital Master Fund II LP and (vi) Sarissa Capital Athena Fund Ltd (collectively, the “Sarissa Holders”), which are funds affiliated with Sarissa Capital Management LP (“Sarissa Capital” and, together with the Sarissa Holders and other funds and investment vehicles affiliated with Sarissa Capital, “Sarissa”) on January 10, 2023 requiring the Company to convene the General Meeting (as amended and restated on January 24, 2023, the “Requisition Notice”) pursuant to section 303 of the Companies Act 2006 (the “Companies Act”) for the purposes of considering and voting on the below resolutions, all of which are proposed as ordinary resolutions. At the date of delivery of the Requisition Notice, the Sarissa Holders were registered holders of an aggregate amount of 20,300,000 ordinary shares, nominal value 50 pence per share of the Company, which constituted approximately 5.02 per cent of the Company’s issued share capital as carries the right of voting at general meetings of the Company. The accompanying proxy statement is dated [●], 2023, and together with the enclosed form of proxy card, is first being sent to shareholders on or about [●], 2023.

The purpose of the general meeting will be to consider the following resolutions:

Our Board believes that the resolutions will not promote the success of, and are not in the best interests of, the Company and its shareholders as a whole. The Board therefore unanimously recommends you vote the WHITE proxy card “AGAINST” all of the resolutions to be proposed at the General Meeting.

You may receive solicitation materials from Sarissa, including a proxy statement and proxy card. We are not responsible for the accuracy of any information provided by or related to Sarissa or their nominees contained in solicitation materials filed or disseminated by them or on their behalf of or any other statements they or their representatives may make.

AFTER CAREFUL CONSIDERATION, OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” ALL OF THE RESOLUTIONS TO BE PROPOSED AT THE GENERAL MEETING USING THE ENCLOSED WHITE PROXY CARD OR BY FOLLOWING THE INSTRUCTIONS TO SUBMIT A PROXY FOR YOUR SHARES.

The Nominating and Corporate Governance Committee of the Board has conducted an evaluation of each of the director nominees proposed by Sarissa. On the basis of this review, our Board urges you not to sign or return any proxy card sent to you by Sarissa.

The Company does not expect that other items of business will be considered at the General Meeting.

Only shareholders who held shares at the close of business on the record date, [●], 2023, may vote at the General Meeting, including any adjournment or postponement thereof. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the General Meeting.

The Company’s principal executive offices are located at 77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, Ireland. The registered office of the Company is One New Change, London EC4M 9AF, England.

As a public limited company organized under the laws of England and Wales and pursuant to the Company’s Articles of Association, the presence, in person or by proxy, of at least two shareholders entitled to vote at the General Meeting constitutes a quorum under English law for the transaction of business at the General Meeting. Consistent with the marketplace rules of the Nasdaq Stock Market, we will seek to ensure that the shareholders present at the meeting in person or by proxy represent at least one-third of our outstanding shares of voting stock. If a quorum is present at the General Meeting under English law, but is insufficient to meet the Nasdaq one-third threshold, the Chairman of the General Meeting will propose an ordinary resolution of the Company to seek consent (which is passed by a simple majority of members present (in person or by proxy) at the General Meeting voting in favour of it) to adjourn the General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to establish a quorum meeting the Nasdaq threshold.

AMARIN CORPORATION PLC

PROXY STATEMENT FOR

GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON [●], 2023

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Amarin Corporation plc, a public limited company registered in England & Wales (“Amarin”, the “Company”, “we” or “us”) for use at the general meeting of shareholders (the “General Meeting”), which is being convened following the Board’s receipt of a notice from a requisition notice received from (i) Sarissa Capital Catapult Fund LLC, (ii) Sarissa Capital Hawkeye Fund LP, (iii) ISP Fund LP, (iv) Sarissa Capital Offshore Master Fund LP, (v) Sarissa Capital Master Fund II LP and (vi) Sarissa Capital Athena Fund Ltd (collectively, the “Sarissa Holders”), which are funds affiliated with Sarissa Capital Management LP (“Sarissa Capital” and, together with the Sarissa Holders and other funds and investment vehicles affiliated with Sarissa Capital, “Sarissa”) on January 10, 2023 requiring the Company to convene the General Meeting (as amended and restated on January 24, 2023, the “Requisition Notice”) pursuant to section 303 of the Companies Act 2006 (the “Companies Act”) for the purposes of considering and voting on the below resolutions, all of which are proposed as ordinary resolutions. The Requisition Notice was delivered in accordance with section 303 of the United Kingdom Companies Act 2006 (the “Companies Act”). The General Meeting will be held at [●] on [●], 2023 at [●] [a.m./p.m.] local time for the purpose of considering and, if thought fit, passing the resolutions specified in the Notice of General Meeting, all of which are proposed as ordinary resolutions.

Please vote on the ordinary resolutions specified in the Notice of General Meeting by appointing a proxy. A form of WHITE proxy for use by registered holders of ordinary shares, nominal value 50 pence per share of the Company (“Ordinary Shares”) at the General Meeting is enclosed. Our Board believes that the resolutions will not promote the success of, and are not in the best interests of, the Company and its shareholders as a whole. The Board therefore unanimously recommends that you vote the WHITE proxy card “AGAINST” all of the resolutions to be proposed at the General Meeting. The Nominating and Corporate Governance Committee of the Board (the “NCG Committee”) has conducted an evaluation of each of the nominees proposed by Sarissa (the “Sarissa Nominees”). On the basis of this review, our Board urges you not to sign or return any proxy card sent to you by Sarissa.

For a proxy to be effective, it must be properly executed and dated and lodged (together with a duly signed and dated power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power of attorney or other authority)), by delivering the proxy either by hand or by post, at the offices of the Company’s registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England (the “Registrars”) so as to be received by [●] [a.m./p.m.] local time on [●], 2023 (the “Ordinary Share Instruction Date”). Each proxy properly tendered will, unless otherwise directed by the shareholder, be voted “AGAINST” all of the resolutions to be proposed at the General Meeting, and at the discretion of the proxy holder(s) with regard to all other matters that may properly come before the meeting.

Please note Sarissa has proposed individuals for election as directors at the General Meeting in an attempt to replace one of our current Board members and appoint seven additional directors to our Board. You may receive solicitation materials from Sarissa, including a proxy statement and proxy card. Please refer to Sarissa’s proxy statement for information related to their director nominees. You may access Sarissa’s proxy statement, and any other relevant documents, without cost on the Securities and Exchange Commission’s (“SEC”) website. We are not responsible for the accuracy of any information provided by or related to Sarissa or its nominees contained in solicitation materials filed or disseminated by them or on their behalf of or any other statements they or its representatives may make.

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Shares Outstanding and Voting Rights

Amarin is registered in England & Wales and is therefore subject to the Companies Act, which, together with the Articles of Association of the Company (the “Articles”), governs the processes for shareholder voting at general meetings. There are a number of differences between English and U.S. law in relation to voting. At the General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded (either before or immediately after the result of a show of hands on that resolution is declared or on the withdrawal of any other demand for a poll) by (a) the Chairman of the meeting, (b) at least two shareholders of the Company entitled to vote at the meeting, (c) a shareholder or shareholders of the Company representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting (excluding any voting rights attached to shares in the Company that are held as treasury shares) or (d) a shareholder or shareholders of the Company holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting that are held as treasury shares). The Company will conduct the votes on all resolutions at the General Meeting by way of a poll to ensure that votes of all shareholders are counted.

Only holders of record of our Ordinary Shares at the close of business on [●], 2023 (the “Record Date”), are entitled to notice of, and to attend and to vote at, the General Meeting. On the Record Date, approximately [●] Ordinary Shares were issued and [●] were outstanding and entitled to vote at the General Meeting, of which approximately [●] were held in the name of the Depositary (as defined below), which issues Company-sponsored American Depositary Shares (“ADSs” and, together with Ordinary Shares, “Shares”) which, in turn, each represent one Ordinary Share. With respect to all matters to be voted on at the General Meeting, each shareholder present has only one vote unless demand is made for a vote on a poll (in which case each shareholder gets one vote per Ordinary Share held). The presence, in person or by proxy, of at least two shareholders who hold Ordinary Shares as of the Record Date will constitute a quorum under English law for the transaction of business at the General Meeting. Consistent with the marketplace rules of the Nasdaq Stock Market, we will seek to ensure that the shareholders present at the meeting in person or by proxy represent at least one-third of our outstanding shares of voting stock. If a quorum is present at the General Meeting under English law, but is insufficient to meet the Nasdaq one-third threshold, the Chairman of the General Meeting will propose an ordinary resolution of the Company to seek consent (which is passed by a simple majority of members present (in person or by proxy) at the General Meeting voting in favour of it) to adjourn the General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to establish a quorum meeting the Nasdaq threshold.

Persons who hold Ordinary Shares directly on the Record Date (“record holders”) must return a proxy card in order to vote on the proposals.

Persons who hold ADSs through a bank, broker or nominee on the Record Date will receive documentation and instructions for voting such ADSs at the General Meeting, including the ADS voting instruction form, through such organization. The organization holding your account is considered the ADS record holder. Please reach out to that organization to provide your voting instructions.

ADS holders are not entitled to vote directly at the General Meeting, but an Amended and Restated Deposit Agreement dated as of November 4, 2011 (the “Deposit Agreement”), exists among the Company, Citibank, N.A. (the “Depositary”) and all holders and beneficial owners of ADSs issued thereunder pursuant to which registered holders of ADSs as of the Record Date are entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Ordinary Shares so represented. The Depositary has agreed that it will endeavor, insofar as practicable, to vote (in person (if permitted) or by delivery to the Company of a proxy) the Ordinary Shares registered in the name of the Depositary, in accordance with the instructions of the ADS holders. In the event that the Depositary timely receives voting instructions from an ADS holder which fail to specify the manner in which the Depositary is to vote the Ordinary Shares represented by such holder’s ADSs, the

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Depositary will deem such ADS holder (unless otherwise specified in the notice distributed to ADS Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Instructions from ADS holders must be sent to the Depositary so that the instructions are received by no later than [●] [a.m./p.m.] New York time on [●], 2023 (the “ADS Instruction Date”). ADS holders are therefore strongly encouraged to submit their voting instructions as soon as possible. Ordinary Shares represented by the ADSs for which ADS holders have not timely submitted valid voting instructions shall not be voted.

Persons who own Ordinary Shares indirectly on the Record Date through a brokerage firm, bank or other financial institution, must return a voting instruction form to such brokerage firm, bank or other financial institution to have their Ordinary Shares voted on their behalf. We encourage you to provide voting instructions to your brokerage firm, bank or other financial institution by giving your proxy to them as promptly as possible to ensure that your Ordinary Shares will be voted at the General Meeting according to your instructions. You should receive a WHITE voting instruction form from your brokerage firm, bank or other financial institution about how to submit your voting instructions to them at the time you receive this Proxy Statement.

The Company has retained the Registrars to hold and maintain its register of members. The Registrars will be engaged by the Company to send proxy forms to all registered members appearing on that register and to take delivery of completed proxy forms posted to it in accordance with the details above.

Each of the proposals will be approved if (i) on a show of hands, a majority of shareholders present in person or by proxy and voting on such proposal vote in favor of removing such director or (ii) on a poll, a majority of the shares present at the meeting in person or by proxy and voting on the proposal are voted in favor of removing such director. As a result, abstentions and broker non-votes will have no effect on the vote outcome. Abstentions and broker non-votes will be counted for the purpose of determining the presence of absence of a quorum, but will not be counted for the purpose of determining the number of votes cast on a given proposal. The Company will conduct the votes on all resolutions at the General Meeting by way of a poll to ensure that votes of all shareholders are counted.

Sarissa is reported to beneficially own approximately 25,210,000 Shares as of January 10, 2023. Sarissa has proposed individuals for election as directors at the General Meeting in an attempt to replace one of our current Board members and appoint seven additional directors to our Board. Our Board believes that the resolutions will not promote the success of, and are not in the best interests of, the Company and its shareholders as a whole. The Board therefore unanimously recommends that you vote the WHITE proxy card “AGAINST” all of the resolutions to be proposed at the General Meeting. The NCG Committee has conducted an evaluation of each of the Sarissa Nominees. On the basis of this review, our Board urges you not to sign or return any proxy card sent to you by Sarissa.

To ensure your vote is counted on the proposed resolutions, shareholders are strongly encouraged to appoint the Chairman of the General Meeting as your proxy through the process described in this Proxy Statement. By voting in advance of the meeting, this ensures that your shares will be voted and reduces the likelihood that the Company will be forced to incur additional expenses soliciting proxies for the General Meeting. Any record holder of our Ordinary Shares may attend the General Meeting in person and may revoke the enclosed form of proxy at any time by:

Beneficial owners of our Ordinary Shares and ADSs representing our Ordinary Shares who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution, as applicable, for information on how to do so. Generally, however, beneficial owners of our Ordinary Shares who wish to change or revoke their voting instructions may do so up until the Ordinary Shares Instruction Date or the ADS Instruction Date, as the case may be. To ensure your vote is counted on the proposed resolutions,

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shareholders are strongly encouraged to appoint the Chairman of the General Meeting as your proxy through the process described in this Proxy Statement. Beneficial owners of our Ordinary Shares who wish to attend the General Meeting and vote in person should contact their brokerage firm, bank or other financial institution holding Ordinary Shares of the Company on their behalf in order to obtain a “legal proxy” which will allow them to both attend the meeting and vote in person. Without a legal proxy, beneficial owners cannot vote in person at the General Meeting because their brokerage firm, bank or other financial institution may have already voted or returned a broker non-vote on their behalf.

Delivery of Proxy Materials

The Company may satisfy SEC rules regarding delivery of proxy materials, including this Proxy Statement, by delivering a single set of proxy materials to an address shared by two or more Company shareholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only a single set of proxy materials to multiple shareholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy materials, as requested, to a shareholder at a shared address to which a single copy of the proxy materials was delivered. If you hold Ordinary Shares as a record shareholder and prefer to receive separate copies of proxy materials either now or in the future, please contact our proxy solicitors, Morrow Sodali LLC and Okapi Partners LLC at the below telephone numbers, emails or in writing at the addresses below. If you hold Ordinary Shares in the form of ADSs through the Depositary or hold Ordinary Shares through a brokerage firm or bank and you prefer to receive separate copies of proxy materials either now or in the future, please contact the Depositary, your brokerage firm or bank, as applicable.

If you are currently a holder of Ordinary Shares sharing an address with another holder of Ordinary Shares and wish to receive only one copy of future proxy materials for your household, please contact Morrow Sodali LLC or Okapi Partners LLC at the below phone numbers or addresses.

If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitors, Morrow Sodali LLC and Okapi Partners LLC, at:

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain “forward-looking statements” under the federal securities laws relating to future events. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in these forward-looking statements, please refer to the “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, and in our subsequently filed quarterly reports on Form 10-Q and our current reports on Form 8-K. Those factors are not ranked in any particular order.

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BACKGROUND OF THE SOLICIATION

On November 15, 2021, Sarissa filed a Form 13F disclosing a 3.4% position in Amarin.

On January 24, 2022, Sarissa filed a Schedule 13D disclosing an increase in its position in Amarin to 6.06% and its intention to engage in discussions with the Company regarding “its investment … and ways to maximize the value of [Amarin’s] assets.”

On March 2, 2022, representatives of the Company attended a virtual meeting with Sarissa. During this meeting, the Company’s representatives discussed, among other things, Amarin’s pricing and geographical opportunities in Europe and the Middle East. During the meeting, the Sarissa representatives indicated Sarissa’s desire to propose a member to the Board but did not name any specific potential nominees.

On May 19, 2022, Karim Mikhail, the Company’s President and Chief Executive Officer as well as a director, sent an email to Sarissa representatives indicating that the Board has discussed Sarissa’s request to propose a Board member and requesting the name and background of any potential nominees as well as Sarissa’s availability for in-person meetings in early to mid-June.

Throughout May and June of 2022, the Company and Sarissa had subsequent correspondence regarding Sarissa providing potential nominees to the Board. During this correspondence Sarissa declined to provide the names of potential nominees to the Board despite the Company’s repeated requests that they do so.

On June 3, 2022, Sarissa filed an amendment to its Schedule 13D. The amendment disclosed no change in ownership but made reference to “investor concerns about the ability of leadership as currently constituted to navigate [the Company] during this critical time.” Sarissa also stated that its principals intended to seek representation on the Board.

On June 10, 2022, Mr. Wold-Olsen, Patrick O’Sullivan, Jason Marks, Lisa DeFrancesco and Mr. Mikhail met with representatives of Sarissa on behalf of the Company. The Sarissa representatives stated that Sarissa had received calls from concerned shareholders and indicated that Sarissa would be issuing guidance for Amarin investors regarding how Sarissa intended to vote on the proxy at the Annual Meeting. When asked about the additional value that would be created by Sarissa’s involvement on the Board, Sarissa cited “shareholder representation” and “shareholder perspective.” Sarissa also indicated that it would be seeking at least three seats on the Board. Sarissa did not provide the names of its nominees but indicated that it would provide them to the NCG Committee.

On June 15, 2022, Sarissa published a press release disclosing that Sarissa had been in discussions with the Company regarding its proposal to add directors to the Board and that Sarissa intended to vote “abstain” on all matters at the Annual Meeting. Also on June 15, 2022, Sarissa provided the Company with completed director and officer questionnaires for five proposed nominees: Odysseas Kostas, Mark DiPaolo, Patrice Bonfiglio, Shenstone Huang and Eric Trac. At the time, all were employees of Sarissa. Sarissa demanded that at least three of these individuals be appointed in a matter of days after the names were disclosed, asking the Board to abandon corporate governance best practices and circumvent the NCG Committee’s established process for evaluating director nominations.

On June 27, 2022, the Company held its Annual General Meeting. All matters set forth in the Company’s proxy statement for the Annual General Meeting were approved by the Company’s shareholders.

During July 2022, the Company engaged in further correspondence with Sarissa regarding the nominees in light of its ongoing refreshment process. The Company and Sarissa ultimately agreed to set up interviews with Mr. Kostas, Mr. DiPaolo and Ms. Bonfiglio and the NCG Committee. The Company made it clear that the Sarissa candidates would be evaluated against the Company’s preexisting established criteria and requested the availability of the Sarissa Candidates for the interviews.

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On August 3, 2022, Sarissa requested a call with the Company to discuss the Company’s 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 Company’s 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 Board’s consideration of these candidates, including the Sarissa Candidates, was in final stages. The press release also noted that the Company’s 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 Company’s 2023 annual general meeting of shareholders. The Company also announced that directors Lars Ekman and Patrick O’Sullivan 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. O’Sullivan, 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 Company’s 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 Company’s members (the “Original Register Request”).

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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 Original Requisition Notice to the Company.

The Original Requisition Notice and the Original Register Request contained numerous errors. Problems with these materials included: (i) the requirement for an authorizing resolution (an “Authorizing Resolution”) to allow shareholders to consider a single resolution to elect all seven of the Sarissa nominees in a “bundled” resolution, and (ii) the potential to breach the 15-member limit for Board members under Article 108 of the Articles (the “Director Cap”) if Sarissa’s proposal to remove Mr. Wold-Olsen failed and all seven of Sarissa’s nominees received sufficient support such that, but for the Director Cap, they would all be elected. Rather than reject the Original Requisition Notice as invalid, Amarin notified Sarissa of the issues.

On January 16, 2023, on behalf of Amarin, representatives of Ropes & Gray LLP (“Ropes & Gray”), as counsel to Amarin, delivered a response letter (the “First Response Letter”) to Sarissa to identify deficiencies in the Original Requisition Notice and the Original Register Request, offer Sarissa the opportunity to correct these issues, and provide Sarissa potential solutions for certain problems. The First Response Letter, for example, noted Amarin’s assumption that Sarissa would introduce an Authorizing Resolution at the General Meeting and informed Sarissa that if they did not, Amarin would introduce such a resolution so Sarissa’s bundled director proposal could be validly presented at the General Meeting. The First Response Letter also requested that Sarissa resubmit (A) dated notices signed by the Sarissa nominees of their willingness to be elected (the “Director Nominee Notices”) within the timeframe specified under English law (or, alternatively confirm that such notices remained valid) and (B) the Original Register Request to include omitted details that were required under English law.

On January 17, 2023, Amarin filed its preliminary proxy statement with the SEC.

On January 19, 2023, Sarissa filed its preliminary proxy statement with the SEC (the “Sarissa Preliminary Proxy Statement”).

Sarissa did not contact Amarin about the issues raised in the First Response Letter before filing the Sarissa Preliminary Proxy Statement. Both the Sarissa Preliminary Proxy Statement and the preliminary form of proxy card presented the election of each Sarissa nominee in a separate resolution, contrary to the single resolution presented in the Original Requisition Notice. Sarissa had not been required to provide exact language for its resolution in a requisition notice, but, because Sarissa had elected to provide exact language, that language controls the presentation of the resolution at the Meeting. The Sarissa Preliminary Proxy Statement failed to match the Original Requisition Notice. In other words, Sarissa filed the Sarissa Preliminary Proxy Statement treating the vote on each Sarissa nominee as a separate matter despite submitting the Original Requisition Notice days earlier that contained a bundled resolution. The Sarissa Preliminary Proxy Statement failed, completely, to address the Director Cap, despite having been informed of the issue in advance of filing the Sarissa Preliminary Proxy Statement.

Later on January 19, 2023, representatives of Willkie Farr & Gallagher LLP (“Willkie Farr”), as counsel to Sarissa, contacted Ropes & Gray to request a call to discuss the First Response Letter. On the ensuing call that day, Willkie Farr asked that the Company (i) ignore the “bundled” resolution included in the Original Requisition Notice and treat it as unbundled and (ii) agree that, if the number of directors elected to the board at the General Meeting exceeds the Director Cap, then Sarissa, at that time, would choose which nominee would not join the board in order not to exceed the Director Cap. Sarissa’s proposed solution to the potential breach of the Director Cap was not disclosed in the Sarissa Preliminary Proxy Statement. Willkie Farr also requested that Amarin accept a representation from Willkie Farr that the notices signed by the Sarissa nominees remained in effect rather than provide notices meeting the requirements under English law.

On January 23, 2023, on behalf of Amarin, Ropes & Gray delivered a second response letter (the “Second Response Letter”) to Willkie Farr. The Second Response Letter (i) stated the Company’s view that shareholders

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should be informed, in advance of the General Meeting, of the Sarissa nominee who would not join the Board to avoid exceeding the Director Cap (in the event the proposal to remove Mr. Wold-Olsen failed and all seven of Sarissa’s nominees received sufficient support for election absent the Director Cap), (ii) requested that Sarissa resubmit the Director Nominee Notices in order to comply with English law, and (iii) noted the disconnect between the formulation of the bundled proposal to elect the Sarissa nominees included in the Original Requisition Notice and the separate proposals for the Sarissa nominees in the Sarissa Preliminary Proxy Statement, noting that the Company believed it lacked authority, under English law to amend unilaterally the applicable proposal in the Original Requisition Notice.

On January 24, 2023, Willkie Farr delivered a response letter (the “Willkie Farr Letter”) to Ropes & Gray, together with an amended and restated requisition notice dated January 24, 2023 (the “Amended and Restated Requisition Notice”) and a revised request of a copy for a register of the Company’s members. The revised request for a copy of the Company’s members addressed the deficiencies Amarin had previously identified for Sarissa. The Amended and Restated Requisition Notice addressed one of Sarissa’s initial errors, by replacing the “bundled” proposal to elect the Sarissa nominees with separate proposals for each nominee, thereby eliminating the need for an Authorizing Resolution at the General Meeting. The Willkie Farr Letter proposed that if the resolution to remove Mr. Wold-Olsen is defeated and all Sarissa nominees receive sufficient support that, but for the Director Cap, each would join the Board, the Sarissa nominee with the fewest votes in favor of appointment would not take up his or her place on the Board.

On January 25, 2023, on behalf of Amarin, Ropes & Gray responded to the Willkie Farr Letter by email, noting that Amarin has been advised that, under English law, (i) if the resolution to remove Mr. Wold-Olsen is defeated and the first six Sarissa nominees receive sufficient support for election, then the resolution to elect Sarissa’s seventh candidate would be invalid because no additional seats would be available at the time that resolution is presented; (ii) excluding the nominee with the fewest number of votes, regardless of the timing of presentation at the Meeting, would not comply with applicable law; and (iii) the default result would be that the last-listed director, Diane Sullivan, would not be validly put before the General Meeting for appointment since the proposal to elect her would be in breach of Amarin’s organizational documents. The Company requested that Sarissa either accept the default or propose an alternative, valid approach to determine the nominee who would not join the Board in the relevant scenario.

On January 26, 2023, Willkie sent an email to Ropes & Gray, claiming that Sarissa disagreed that it was required but accepting the default approach the Company had indicated would apply absent an alternative, valid proposal from Sarissa.

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