Pershing Square Activist Presentation Deck slide image

Pershing Square Activist Presentation Deck

Allergan has Ignored its Own Corporate Governance Guidelines Contacting our Board of Directors Any interested person, including any stockholder, who desires to contact the current director presiding over the executive sessions or the other board members may do so by writing to the Allergan, Inc. Board of Directors, Attn: Secretary, P.O. Box 19534, Irvine, CA 92623. Communications received will be distributed by our Secretary to the director presiding over the executive sessions or such other board member or members as deemed appropriate by our Secretary, depending on the facts and circumstances outlined in the communication received. Mr. Gallagher, as the Board's lead independent director, holds a critical role in assuring effective corporate governance and in managing the affairs of our Board. Among other responsibilities, Mr. Gallagher: consults with the Chairman of the Board and other board members on corporate governance practices and policies, and assuming the primary leadership role in addressing issues of this nature if, under the circumstances, it is inappropriate for the Chairman of the Board to assume such leadership, [Emphasis added] -Allergan's 2014 proxy statement Mr. Gallagher, like all of our directors, is available to each of our major stockholders for consultation and direct communication -Allergan's 2014 proxy supplement Despite this clearly stated guideline, Allergan has refused any opportunity to discuss the Valeant proposal with the lead independent director without Mr. Pyott being present Pershing Square first requested a discussion with Mr. Gallagher on April 23rd. Allergan complied but included Mr. Pyott on the call ■ During the call, Mr. Ackman requested a meeting with Mr. Gallagher in executive session, which Mr. Gallagher rejected ■ Mr. Ackman proposed a subsequent conversation with Mr. Gallagher, but Mr. Gallagher refused to provide any contact details ■ Mr. Ackman offered to speak with Mr. Gallagher with the board's counsel present, but Mr. Gallagher again refused ■ On May 13th, Mr. Pyott told Mr. Ackman that he was the only member of the board authorized to speak with shareholders 21
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