Pershing Square Activist Presentation Deck
Allergan's Special Meeting Provision Provides a
Heavily Restricted Right (Cont.)
To frustrate shareholder action, Allergan designed unnecessary
restrictions to calling a special meeting
Special meetings may not consider any "Similar Items" covered at a
meeting in the previous year
■ By which the Allergan board seeks to PROHIBIT THE ELECTION OF NEW
DIRECTORS at a special meeting, even if current Allergan directors are
removed (1)
Unduly onerous disclosure requirements (with ongoing duty to update) for
requesting shareholders (e.g., 2-year trading date, relationships with AGN
employees and competitors)
Highly unusual requirement for Cede & Co. to itself submit individual
signed meeting requests (rather than granting the usual omnibus proxy)
and for shareholders themselves to become record owners adds
substantial logistical barriers
► The board determines, in sole discretion, whether meeting requests are
compliant
A shareholder derivative lawsuit is pending in Delaware challenging the Allergan board's attempted application of "Similar Items to replacing directors (in re Allergan,
Inc Stockholder Litigation)
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