Elite Pharmaceuticals Inc (ELTP)

[Couch]

How To Vote Your Proxy:

~~~ and other pertinent information.

(Email from Dianne, notice of importance on p.12 of the proxy, Proxy Vote Shareholder Letter, official SEC proxy information statement, a sample proxy vote card, condensed version of what shareholders will be voting on and a personal note of preference).

Dear Couch,

Thank you for your inquiry on how to vote your shares.

In the coming days/weeks, you will receive proxy material for Elite’s upcoming Annual Meeting of Shareholders scheduled for May 21st, 2014 at the Residence Inn by Marriott located at 206 Route 303 in Orangeburg NY 10962.

It is very important that you be on the lookout for the proxy material.

Depending on how your shares are held, you may receive more than one proxy. For example, if you have shares held at the transfer agent, American Stock Transfer and Trust (AST), in your name only, shares held in a joint account at AST, shares held in a brokerage account in your name and shares held in an IRA - you will receive four separate proxies.

If you have shares held at a bank or broker, your proxy material may be delivered either via e mail or by the US Postal Service (USPS) by Broadridge on behalf of your bank or broker. Electronic delivery will most likely be sent this week or as late as March 14th. Proxy material delivered by the USPS may take as much as three weeks to receive. These shares may be voted via the Internet, by telephone or by mailing back your proxy card. We strongly encourage voting by Internet or telephone.

If you have shares held at AST, your proxy material will be delivered to the mailing address on record. The proxy card for these shares must be returned in the envelope provided via the USPS in order to vote these shares.

When I receive confirmation of the actual mail date by AST and the banks and brokers, I will let you know. The electronic delivery will most likely be delivered to the shareholders the same day the mailing commences by Broadridge on behalf of the banks and brokers. Approximately three quarters of our shareholders will receive their proxy via e mail.

For certain very important resolutions, failure to vote your proxy would be considered the same as a “NO” vote. If you know of any family or friends who also hold shares in Elite Pharmaceuticals, please share this information with them.

Samples of the proxy materials at available online at http://www.elitepharma.com/annual_meeting.asp.

Even if you plan to attend the annual shareholder meeting, please vote your proxy in advance of the meeting. This will not prevent you from attending. If you insist on voting your proxy at the meeting you will need to obtain a legal proxy from your bank or broker for your shares to be counted.

For planning purposes, it would be helpful if you could let me know if you plan on attending the meeting in person. This is for planning purposes on how many people we can expect for food and beverages.

If you have any questions, please do not hesitate to contact me at 518-398-6222 or [e-mail].

We hope to see you at the meeting!

Best regards,
Dianne.

Dianne Will
Investor Relations for Elite Pharmaceuticals
Direct: [phone]
E-Mail: [e-mail]

This communications and any files transmitted with it contain information that is confidential and may be privileged and exempt from disclosure under applicable law. It is intended solely for the use of the individual or entity to which it is addressed. If you are not the intended recipient, you are hereby notified that any use, dissemination or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender. Thank you your cooperation.

_________________________________________________________________

*******: Important Information on p.12 of the Proxy Statement.

Elite is currently authorized to issue 690,000,000 shares of common stock. However, if the company takes into account the common stock currently issued and outstanding and the number of shares that must be held in reserve for warrants, options, common stock underlying the preferred shares and Equity Incentive Plans, the number of shares totals 821,985,073 shares. Therefore, Elite is only requesting 173,014,927 above the current commitments. There are no guarantees that all the shares held in reserve will ever be converted of issued for the warrants, options, etc., but they must be still held in reserve. The breakdown of common stock and shares held in reserve are as follows:

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE COMPANY IS AUTHORIZED TO ISSUE FROM 690,000,000 SHARES TO 995,000,000 SHARES

Background

We may issue shares of capital stock to the extent such shares have been authorized under our Articles of Incorporation.

As of the Record Date, the total shares of Common Stock issued and outstanding and reserved for issuance upon the exercise of outstanding warrants, options, and the conversion of outstanding shares of preferred stock totaled 821,985,073 shares, including:

·
560,242,420 shares of Common Stock;
·
102,157,376 shares reserved for issuance pursuant to warrants to purchase Common Stock
·
1,895,666 shares reserved for issuance pursuant to options to purchase Common Stock;
·
148,917,143 shares reserved for issuance upon the conversion of shares of our outstanding series of preferred stock;
·
5,772,468 shares reserved pursuant to the 2009 Equity Incentive Plan;
·
3,000,000 shares reserved pursuant to the 2014 Equity Incentive Plan.

As of the Record Date, the number of shares of Common Stock we are required to issue under the derivative securities described above exceeds the number of shares of Common Stock available for future issuances.

__________________________________________________________


1) Proxy Vote Shareholder Letter
http://www.elitepharma.com/2014_Annual_Mtg_Docs/2014_Letter_to_Shareholders.pdf

2) Official SEC proxy information statement
http://www.sec.gov/Archives/edgar/data/1053369/000114420414020532/v373706_def14a.htm

3) A sample proxy vote card
http://www.elitepharma.com/2014_Annual_Mtg_Docs/2014_Proxy_Card.pdf

4) Condensed version of what shareholders will be voting on
(1) To elect six directors;

(2) To amend and restate our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue from 690,000,000 shares to 995,000,000 shares;

(3) To ratify the appointment of Demetrius Berkower LLC as our independent registered public accounting firm to audit our financial statements for the fiscal year ending March 31, 2014;

(4) To approve, by non-binding vote, executive compensation;

(5) To recommend, by non-binding vote, the frequency of executive compensation votes;

(6) To approve the Elite Pharmaceuticals, Inc. 2014 Equity Incentive Plan; and

(7) To transact such other business as may properly come before the Annual Meeting or any adjournments or postponement thereof.

_______________________________________________________________________

*****Personal Note of Preference

I have been a personal shareholder for 3 years now through the turbulent financial times, the previous proxy vote in 2011 to the exhilarating re-initiation of abuse deterrent drug studies. During this time, I have paid witness to the company grow exponentially in every facet of the company. From price per share, product development, patent acquisitions, 6 quarters of increased revenue growth and acquiring a management team that compares to other big pharma companies in experiential depth if not size and number. I am proud of this company and to own a piece of it as a shareholder!

Our CEO has stated Elite needs additional shares, and thus our yes vote, for two main reasons. One, to allow Elite to continue to fund development of their abuse deterrent products and two, to actively pursue potential big pharma partners from a position of strength.

I am personally going to vote yes on all items of the proxy and urge all investors who want to see Elite's ADT products to come to market as quickly as possible to do the same. Now let's open the floor for some serious discussion on important company matters!

My best,
Couch