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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 47
The Company’s by-laws require that, for business to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof, along with other specified material, in proper written form to the Sec-
retary of the Company. To be timely, a stockholder’s notice to the Secretary must be received at the principal executive
offices of the Company not less than 60 days and not more than 90 days prior to the anniversary date of the immediately
preceding annual meeting. Accordingly, to make a proposal for consideration at our 2013 annual meeting that is “timely”
within the meaning of the Company’s by-laws, a stockholder must make certain notice of such proposal is received by the
Secretary of the Company no earlier than February 22, 2013 and no later than March 24, 2013. In the event that the annual
meeting is called for a date that is prior to April 23, 2013 or after June 22, 2013, notice by the stockholder must be received
at the principal executive offices of the Company not later than the close of business on the 10th day following the day
on which the 2013 annual meeting is publicly announced or notice of the 2013 annual meeting was mailed, whichever first
occurs. Any stockholder who wishes to make a proposal should obtain a copy of the relevant section of the by-laws from
the Secretary of the Company. Any proposal (other than a proposal pursuant to Rule 14a-8) that is received after the times
specified above for proposed items of business will be considered untimely under Rule 14a-4(c) under the Exchange Act,
and the persons named in the proxy for the meeting may exercise their discretionary voting power with respect to such
proposal, including voting against such proposal.
In addition, the Company’s by-laws require that any stockholder who wishes to submit a nomination to the Board must de-
liver written notice of the nomination to the Secretary of the Company within the time period and comply with the informa-
tion requirements specified in Section 10 of Article II of the by-laws relating to stockholder nominations and the procedures
set out in this Proxy Statement under the heading “Committees of the Board of Directors and Related Reports—Nominat-
ing Committee.” To be timely, a stockholder’s notice to the Secretary must be received at the principal executive offices
of the Company (a) in the case of the annual meeting not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting; provided that in the event that the annual meeting is called for a date
that is prior to April 23, 2013 or after June 22, 2013, notice by the stockholder must be received at the principal executive
offices of the Company not later than the close of business on the 10th day following the day on which the 2013 annual
meeting is publicly announced or notice of the 2013 annual meeting was mailed, whichever first occurs and (b) in the case
of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the
10th day following the day on which notice of the date of the special meeting was mailed or publicly announced, whichever
first occurs. Accordingly, to submit a nomination to the Board for consideration at our 2013 annual meeting that is “timely”
within the meaning of the Company’s by-laws, a stockholder must make certain notice of such nomination is received by
the Secretary of the Company no earlier than February 22, 2013 and no later than March 24, 2013. Any notice of nomination
that is received after the dates specified above will be considered untimely. If the Company does not receive such notice of
nomination between such dates, the notice will be considered untimely. Any stockholder who wishes to make a nomination
should obtain a copy of the relevant section of the by-laws from the Secretary of the Company.
Proposals of stockholders intended to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Ex-
change Act at the 2013 annual meeting must be received by us at our principal executive offices addressed to the Secretary
of the Company no later than December 28, 2012.
All proposals should be addressed to the Secretary, Endo, 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317.
Stockholder Proposals for the 2013 Annual Meeting