🧾 What This Document Is

This is a PRELIMINARY proxy statement (form PRE 14A) for Amarin Corporation plc. It's a formal notice and information packet sent to shareholders ahead of the company's 2026 Annual General Meeting. Think of it as the agenda and instruction manual for a company's big annual shareholder meeting. It tells you what will be voted on, why, and gives you the details needed to vote your shares.

👉 Key takeaway: This document is your guide to voting on the future leadership and key policies of Amarin. The meeting is set for May 13, 2026.

🏢 What The Company Does

Amarin is a pharmaceutical company focused on cardiovascular health. In simple terms, they make and sell medicines that help lower very high triglycerides (a type of fat in your blood), which can reduce the risk of heart problems.

Their main product is VASCEPA® (sold as VAZKEPA® in Europe). The company has recently shifted its strategy. Instead of building its own sales teams worldwide, it now works through partner companies to sell its drug internationally, which cuts costs significantly.

👉 Why it matters for this vote: The company's performance and strategy set the stage for why shareholders are being asked to vote on specific directors and cost-saving proposals.

💰 Financial Snapshot & Strategy

The letter from the Chairman gives a clear picture of where the company stands:

• Cash Position: Ended 2025 with $303 million in cash and no debt.
• Profitability: Achieved positive cash flow in Q4 2025.
• Cost-Cutting: A recent restructuring is expected to save $70 million annually.
• Core Strategy: 1) Defend and grow its leadership in the U.S. market, 2) Expand internationally through cost-efficient partners, and 3) Maintain financial strength.

👉 Why it matters: The board is arguing that it has stabilized the business and is now focused on saving cash and creating shareholder value, which is the backdrop for proposals 12 and 13.

🚀 What Shareholders Are Voting On

The meeting has 13 proposals. Here are the most important ones explained simply:

Directors (Proposals 1-7): You're voting to re-elect 7 people to the board, including the CEO, Aaron Berg. Two current directors are stepping down.

Executive Pay (Proposal 8): An advisory "say-on-pay" vote. You get to express your opinion (though it's non-binding) on the compensation for the company's top executives.

Auditors (Proposal 9): Routine approval of the accounting firm, Ernst & Young LLP.

Two Special, Cost-Saving Proposals (12 & 13): These are the most unique items and require a higher 75% "For" vote to pass.

• Proposal 12: Would allow the company to pay its non-employee directors with stock instead of cash. The board argues this aligns directors' interests with shareholders and saves cash.
• Proposal 13: Would allow the company to send future meeting notices and materials electronically via its website, instead of printing and mailing paper copies. This saves money and is more environmentally friendly.

📦 Board & Governance Changes

The board is seeking to refresh its lineup. Here’s who is up for re-election:

• Aaron Berg (63) - President & CEO
• Patrice Bonfiglio (43) - Healthcare investment expert
• Keith L. Horn (67) - Finance & operations expert
• Odysseas Kostas, M.D. (51) - Chairman, medical & finance background
• Louis Sterling III (47) - Investment & legal background
• Diane E. Sullivan (64) - Commercial & pharmaceutical strategy expert
• Michael Torok (47) - Capital markets & M&A expert

Notable Departures: Dr. Paul Cohen and Mr. Oliver O’Connor are not standing for re-election.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong balance sheet with $303M cash and no debt.
• Shift to a partner-based model reduces risk and cost for international expansion.
• Board is proposing practical cash-saving measures (Proposals 12 & 13).

⚠️ Risks:

• The company operates in a "dynamic generic market" in the U.S., meaning competition is tough and could pressure prices.
• Proposals 12 & 13 require a very high 75% approval vote. If shareholders reject them, the company's plans to save cash and modernize communications will be stalled.

🔮 What's Next & Why This Vote Matters

The board is asking for a mandate to continue its current strategy under its proposed leadership. Passing Proposals 12 & 13 is framed as crucial for the company's ongoing financial discipline. The outcome of the director elections will determine who oversees the company's plan to maximize the value of VASCEPA/VAZKEPA in a competitive market.

🧠 The Analogy

Think of this vote like a homeowners' association (HOA) meeting. The board of directors (the HOA board) is presenting its annual report, showing it has paid down the mortgage (no debt) and has savings in the bank ($303M). They are asking you to vote to keep the same board members in charge and to approve two new rules: 1) paying the board with HOA stock instead of cash fees, and 2) sending all future HOA notices by email instead of by mail to save on stamps and paper. You're deciding if you trust their management and agree with their cost-saving ideas.

📇 Key Contacts & People

• Company Address: One Central Plaza, 8th Floor, Dame Street, Dublin D02 K7K5, Ireland
• Registered Office: One, New Change, London EC4M 9AF, England
• Investor Relations / AGM Attendance: [email protected]
• Investor Relations Phone: (908) 719-1315
• Board Chairman: Odysseas Kostas, M.D.
• President & CEO: Aaron D. Berg
• CFO: Peter L. Fishman
• Corporate Secretary / Chief Legal Officer: Jonathan N. Provoost
• Proxy Solicitor: D.F. King & Co.

🧩 Final Takeaway

This is a vote on Amarin's stability and its future cost structure. The board, having right-sized the company, is asking shareholders to endorse its leadership and approve two specific changes (director pay in stock and electronic communications) to preserve cash. The high 75% vote requirement makes these proposals the critical test of shareholder confidence in the board's management.