![]() Resolution 4: Ordinary Resolution – Adjournment Resolution ![]() Resolution 3: Ordinary Resolution (non-binding, advisory) – Compensation Resolution at the EGM Resolution 2: Special Resolution – Articles of Association Amendment Resolution Resolution 1: Ordinary Resolution – The Scheme Approval Resolution The required quorum in respect of the EGM, being at least one or more Horizon Shareholders present in person or by proxy holding not less than a majority of the issued and outstanding Horizon Shares entitled to vote at the EGM, was satisfied. The total number of Horizon Shares in issue at the Voting Record Time was 228,388,739.Īt the EGM, Resolutions 1 to 4, as set out in the notice of the EGM in the Proxy Statement, were duly passed on a poll vote. However, it should be noted that an abstention is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution. The "Abstain" option is provided to enable abstention on any particular resolution. Resolution: To Approve the Scheme of Arrangement The required quorum in respect of the Scheme Meeting, being at least one or more Scheme Shareholders present in person or by proxy holding not less than a majority of the issued and outstanding Scheme Shares entitled to vote at the Scheme Meeting, was satisfied. The resolution to approve the Scheme was duly passed on a poll vote. The detailed voting results of the polls taken in respect of each of the resolutions at the Scheme Meeting and EGM are set out below. Horizon Therapeutics plc, a public limited company incorporated in Ireland (" Horizon" or the " Company") announces today that, in relation to the offer for the Company by Pillartree Limited (" Acquirer Sub"), a newly formed private limited company wholly owned by Amgen Inc., a Delaware corporation (" Amgen"), pursuant to which Acquirer Sub will acquire the entire issued and to be issued ordinary share capital of the Company (the " Proposed Transaction"), the resolutions required to approve the scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the " Scheme") were passed by the requisite majorities at the scheme meeting (the " Scheme Meeting") and the related extraordinary general meeting (" EGM") held earlier today.įull details of the resolutions passed are set out in the notices of the Scheme Meeting and EGM contained in the proxy statement filed by Horizon with the SEC on Janu(the " Proxy Statement"). To be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014Īnnouncement relating to the results of the Scheme Meeting and Extraordinary General Meeting Pillartree Limited, a newly formed private limited company wholly owned by Amgen Inc. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
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