Shire Pharmaceuticals Group plc
(Registered in England and Wales with registered number 2883758)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Shire Pharmaceuticals
Group plc (the iCompanyi) will be held at the offices of WestLB Panmure Limited
at Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA on 13 June 2002 at
11am for _the purposes of considering and, if thought fit, passing the following
resolutions, of which the resolutions numbered 1 to 7 and 9 _will be proposed as
ordinary resolutions and resolutions numbered 8 and 10 as special resolutions:
Ordinary business
1 To receive and consider the report of the directors and financial
statements for the year ended 31 December 2001.
2 That Dr James Henry Cavanaugh, retiring in accordance with the Companyis
Articles of Association, be and is hereby _re-appointed as a director of
the Company.
3 That Dr Barry John Price, retiring in accordance with the Companyis
Articles of Association, be and is hereby re-appointed _as a director of
the Company.
4 That Ronald Nordmann, retiring in accordance with the Companyis Articles of
Association, be and is hereby re-appointed _as a director of the Company.
5 To re-appoint Arthur Andersen as Auditors and authorise the directors to
fix their remuneration.
6 To receive the Report of the Remuneration Committee for the financial year
ended 31 December 2001.
7 That in substitution for all existing authorities (save to the extent the
same may have been exercised by the issue of relevant securities prior to
13 June 2002 or by reason of any offer or agreement made prior to 13 June
2002 which would or might require relevant securities to be allotted on or
after 13 June 2002), the directors be and they are hereby generally and
unconditionally authorised pursuant to Section 80 of the Companies Act 1985
to exercise all or any of the powers of the Company to allot relevant
securities (within the meaning of that section) up to an aggregate nominal
amount equal to (pound)8,028,028.58 for a period expiring (unless
previously renewed, varied or revoked by the Company in general meeting)
five years after the date of the passing of this resolution save that the
Company may before such expiry make an offer or agreement which would or
might require relevant securities to be allotted after such expiry and the
directors may allot relevant securities pursuant to any such offer or
agreement as if the authority conferred hereby had not expired.
8 That, subject to the passing of the previous resolution, in substitution
for all existing authorities, the directors be and they are hereby
empowered pursuant to Section 95 of the Companies Act 1985 to allot equity
securities (within the meaning of Section 94(2) of the Companies Act 1985)
of the Company pursuant to the authority conferred by the passing of the
previous resolution as if Section 89(1) of the Companies Act 1985 did not
apply to such allotment provided that this power:
i) shall expire five years after the date of the passing of this
resolution, save that the Company may make an offer or agreement which
would or might require equity securities to be allotted after such
expiry and the directors may allot _equity securities pursuant to any
such offer or agreement as if the power conferred hereby had not
expired; and
ii) shall be limited to:
a) the allotment of equity securities where such securities have
been offered (whether by way of a rights issue, open offer or
other pre-emptive offer) to holders of ordinary shares and to
holders of non-voting exchangeable shares in the capital of Shire
Acquisition Inc. (iExchangeable Sharesi) in proportion (as nearly
as may be, and on the basis that each Exchangeable Share is
equivalent to three ordinary shares) to their existing holdings,
or to holders of ordinary shares alone in proportion (as nearly
as may be) to their existing holdings of ordinary shares, but
subject in each case to the directors having a right to make such
exclusions or other arrangements in connection with such
offerings as they may deem necessary or expedient:
1) to deal with equity securities representing fractional
entitlements;
2) to deal with ordinary shares represented by depository
receipts; and
3) to deal with legal or practical problems under the laws of,
or requirements of any recognised regulatory body or any
stock exchange in, any territory; and
b) allotments of equity securities for cash otherwise than pursuant
to paragraph (a) up to an aggregate nominal amount _of
(pound)1,204,543.71.
Special business
9 That the directors be and are hereby authorised to amend the rules of the
Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (iESPPi) in
the manner set out in the copy of the rules of the ESPP submitted to the
Meeting and signed by the Chairman for identification purposes with
immediate effect.
10 That the directors be and they are hereby generally and unconditionally
authorised to make market purchases (within the meaning of section 163(3)
of the Companies Act 1985) of not more than 48,259,763 ordinary shares of
5p each in its share capital at not less than 5p per share and not more
than 5% above the average of the middle market quotations for the ordinary
shares in the Company taken from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which such
shares are contracted to be purchased (in each case exclusive of any
expenses) provided that the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the Company to be held
after the date hereof (except that the Company may make a contract to
purchase its own shares under the authority hereby conferred prior to the
expiry of such authority, which will or may be executed wholly or partly
after the expiry of such authority and may make a purchase of its own
shares in pursuance of any such contract).
By Order of the Board
Tatjana May Secretary
Hampshire International Business Park
Chineham, Basingstoke, Hampshire RG24 8EP
23 April 2002
Notes
1 A member entitled to attend and vote at the Meeting may appoint one or more
proxies to attend and, on a poll, vote instead of him/her. A proxy need not
also be a member. The appointment of a proxy will not preclude a member of
the Company from attending and voting in person at the Meeting if he or she
so desires.
2 A form of proxy is enclosed for holders of ordinary shares in the Company.
To be valid the form of proxy (and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy
of such authority) must reach the Registrar, Lloyds TSB Registrars at The
Causeway, Worthing, West Sussex BN99 6ZL, not later than 11am on 11 June
2002 (or 48 hours before any adjournment of the Meeting). A separate
instruction card for holders of American Depository Receipts of the Company
to give instructions to the depository for the American Depository Receipts
is being provided to such holders.
3 The Company, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, specifies that only those shareholders registered in the
register of members of the Company as at 6pm on 11 June 2002 (or, in the
case of adjournment, as at 6pm on the date two days preceding the date of
the adjourned Meeting) shall be entitled to attend and vote at the Meeting
in respect of the number of shares registered in their name at the time.
Changes to entries on the register after such time will be disregarded in
determining the right of any person to attend and/or vote at the Meeting.
4 Copies of the service contracts of the directors, the register of
directorsi share interests, the Shire Pharmaceuticals Group plc Employee
Stock Purchase Plan and of the Companyis Memorandum and Articles of
Association will be available for inspection at the Companyis registered
office at Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP during normal business hours on any week day (excluding
Saturdays, Sundays and public holidays) from the date of this notice until
the date of the Annual General Meeting and at the Meeting from 10.45am
until the close of the Meeting.
Business of the Annual General Meeting
The purpose of each of the resolutions proposed at the Annual General Meeting is
as follows:
Resolution 1 Annual Report and financial statements
The first item of business is the requirement for shareholders to receive the
report and the financial statements for the financial year which ended on 31
December 2001.
Resolutions 2, 3 and 4 Retirement and re-appointment of directors
In accordance with the Companyis Articles of Association, Dr James Henry
Cavanaugh, Dr Barry John Price and Ronald Nordmann are required to retire and,
pursuant to Resolutions 2, 3 and 4 respectively, offer themselves for
re-appointment. Dr Cavanaugh is _non-executive Chairman of the Company and
serves on the Audit and Remuneration Committees and is Chairman of the
Nominations Committee. Dr Barry Price is the senior non-executive director of
the Company, Chairman of the Remuneration Committee and _a member of the Audit
Committee. Ronald Nordmann is a non-executive director and serves as a member of
the Audit and Nominations Committees.
Resolution 5 Re-appointment of Auditors
This resolution proposes the re-appointment of Arthur Andersen as Auditors to
the Company and authorises the directors to fix their remuneration.
Resolution 6 Remuneration report
This resolution is to approve the policy set out in the report of the Companyis
Remuneration Committee in the Companyis report and financial statements for the
financial year which ended on 31 December 2001. The vote will be advisory and in
respect of the overall policy and not specific to individual levels of
remuneration.
Resolution 7 Authority to allot shares
This resolution gives authority to the directors, for a period of five years
from the date of the passing of the resolution, to allot _relevant securities
within the limits of the authorised share capital up to a nominal amount of
(pound)8,028,028.58, being the equivalent of _331/3 per cent of the total share
capital of the Company in issue on 13 February 2002. This authority replaces a
similar authority granted at the Annual General Meeting held on 7 July 2000. The
directors have no present intention of exercising this authority.
Resolution 8 Disapplication of pre-emption rights
This resolution is conditional on Resolution 7 having been passed and will be
proposed as a special resolution. It authorises the directors, for a period of
five years from the date of the passing of the resolution, to allot equity
securities for cash by way of rights free of the statutory pre-emption
provisions. The allotment of equity securities for cash other than by way of a
pro rata issue shall _be up to a nominal amount of (pound)1,204,543.71, being
the equivalent of 5 per cent of the issued ordinary share capital in issue on 31
December 2001. This authority replaces a similar authority granted at the Annual
General Meeting held on 7 July 2000, except that the new authority extends to
allotments of equity securities to holders of Exchangeable Shares (as defined in
Resolution 8), which (pursuant to arrangements made at the time of the Companyis
merger with Biochem Pharma Inc.) carry rights economically equivalent to the
rights attached to the Companyis ordinary shares.
Resolution 9 Employee Stock Purchase Plan
The Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (the iESPPi)
provides employees with an opportunity to purchase ordinary shares of the
Company through accumulated payroll deductions. Currently employees whose
customary employment is at least 20 hours per week are eligible to participate
in the ESPP.
European Directive 97/81/EC (the iDirectivei) was issued on 15 December 1997.
The Directive is a framework agreement which includes the requirement to remove
discrimination against part-time workers. The Directive generally provides that
a part-time employee cannot be treated in a less favourable manner than a
comparable full-time employee in relation to conditions of employment.
As the Company has extended the ESPP to employees in certain European countries
to which the Directive will apply, the Company proposes to amend the rules of
the ESPP to allow all full and part-time employees to be eligible to participate
in the ESPP.
A copy of the rules with the proposed amendment shown will be available for
inspection during normal business hours at the Companyis registered office and
at the Meeting from 10.45am until the close of the Meeting.
Resolution 10 Authority to make market purchases
This resolution is intended to confer authority on the directors to make market
purchases of shares within a 10% limit, and in accordance with Article 39 of the
Companyis Articles of Association. The authority will give the Company
flexibility in managing its balance sheet. The Board has no immediate intention
of exercising this authority. Moreover, purchases will only be made if they
would result in an expected increase in earnings per share, will take into
account other available investment opportunities and will be in the best
interests of shareholders generally. Any shares purchased in accordance with
this authority will subsequently be cancelled.
Options were outstanding as at 28 March 2002 to subscribe for a total number of
19,173,236 ordinary shares, or 4.0% of the Companyis issued share capital. If
the authority to purchase shares is ever used in full, the proportion of issued
share capital represented by this figure would be 4.4%.
Biographical details of directors standing for re-appointment
The following information sets forth the name and age of each director standing
for re-appointment, all other positions or offices, if any, now held by him with
the Company and his principal occupation during the past five years.
Dr James Cavanaugh, 65, joined the Board on 24 March 1997 and was appointed as
non-executive Chairman with effect from _11 May 1999. Dr Cavanaugh is the
President of HealthCare Ventures LLC. Formerly he was President of SmithKline &
French Laboratories, the US pharmaceutical division of SmithKline Beecham
Corporation. Prior to that, he was President of SmithKline Beecham Corporationis
clinical laboratory business and, before that, President of Allergan
International. Prior to his industry experience, Dr Cavanaugh served as Deputy
Assistant to the President of the US for Health Affairs on the White House staff
in Washington, DC. He is a non-executive director of MedImmune Inc., Diversa
Corporation, 3-Dimensional Pharmaceuticals Inc. and Versicor Inc. Dr Cavanaugh
also serves on the Companyis Audit and Remuneration Committees.
Dr Barry Price, 58, joined the Board on 24 January 1996 having spent 28 years
with Glaxo holding a succession of key executive positions with Glaxo Group
Research. He is Chairman of Antisoma plc and also Biowisdom Ltd. He is also on
the board of directors _of Pharmgene plc. Dr Price is Chairman of the
Remuneration Committee and a member of the Audit Committee. He is also the
Companyis senior non-executive director.
Ronald Nordmann, 60, has served as a non-executive director since December 1999,
and has been a financial analyst in healthcare equities since 1971. From
September 1994 to January 2000 he was an analyst and partner at Deerfield
Management. He has held senior positions with PaineWebber, Oppenheimer & Co., F.
Eberstadt & Co., and Warner-Chilcott Laboratories, a division of Warner-Lambert.
Mr Nordmann received his undergraduate degree from The Johns Hopkins University
and an MBA from Fairleigh Dickinson University. Mr Nordmann is also a director
of Guilford Pharmaceuticals Inc., Boron, LePore & Associates Inc. and
Pharmaceutical Resources Inc. Mr Nordmann serves as a member of the Companyis
Audit and Nominations Committees.