MINUTES ANNUAL GENERAL MEETING 2016

Transcription

1 Actelion Ltd MINUTES OF THE ANNUAL GENERAL MEETING 2016 May 4, 2016 Kongresszentrum Basel, Messeplatz 21, Basel Dr. Jean-Pierre Garnier, Chairman of the Board of Directors, opened the Annual General Meeting ("AGM") of Actelion Ltd ("Actelion" or the "Company") at a.m. and welcomed the shareholders. Besides Dr. Jean-Pierre Garnier, the following members of the Board of Directors were present: Mr. Juhani Anttila, Mr. Robert Bertolini, Mr. Jean-Paul Clozel, Mr. John Greisch, Mr. Peter Gruss, Mr. Michael Jacobi, Mr. Jean Malo, Mr. David Stout and Mrs. Herna Verhagen,. The following persons were also present: Mr. Bernhard Simonetti, Attorney-at-law and notary public; Mr. Eric Ohlund and Mr. René Buchmann as representatives of the Company's statutory auditors Ernst & Young AG, Basel; Mr. Marc Schaffner, representing the independent proxy BDO AG; Dr. Jean-Paul Clozel and Mr. Andre Muller as representatives of the Company's Executive Committee. The Chairman declared that: The invitation to the AGM was sent, along with the agenda and the instructions to the independent proxy, to those shareholders registered as entitled to vote, and the invitation was also published in the Swiss Commercial Gazette on April 6, 2016 (No. 66). He further takes note that the AGM was called in accordance with the law and the Company's articles of association. In accordance with art. 14 para. 2 of the articles of association, the voting and elections are conducted using an electronic system. Minutes of the Annual General Meeting of May 4, 2016 page 1 of 10

2 In accordance with art. 10 para. 2 of the articles of association, the Chairman appointed Dr. Marian Borovsky, secretary of the Board of Directors, as Secretary of the AGM. The Chairman explained to the shareholders how they can exercise their rights to address the Meeting, to request information as well as to have no-votes or abstentions recorded, before ascertaining that the AGM was correctly constituted and could thus validly pass resolutions concerning all agenda items. Following the Chairman s introductory speech, Dr. Jean-Paul Clozel provided a short review of the Company s business year. Mr. Andre Muller, Chief Financial Officer, then commented in his address on the financial performance of the Company. The meeting was attended by 246 shareholders. A total of 61'781'591 shares, or 54.13% of the total outstanding shares, was represented. In particular, the votes were represented as follows: Independent Proxy votes 98.71% Present Shareholders votes 1.29% The Secretary explained that each share carries one vote and announced that resolutions 1 4 and 6 9 to be voted upon at the AGM require a simple majority of the votes represented pursuant to art. 14 para. 1 of the articles of association while resolution 5 to be voted upon at the AGM require a qualified majority of 2/3 of the votes represented pursuant to art. 15 lit. d) of the articles of association. Agenda item 1: Annual Report 2015, Consolidated Accounts 2015, Statutory Accounts 2015 and Compensation Report Approval of Annual Report 2015, Consolidated Financial Statements 2015 and Statutory Financial Statements 2015 The Chairman announced the proposal of the Board of Directors to approve the Annual Report 2015, the Consolidated Financial Statements 2015 and the Statutory Financial Statements The Chairman declared that the shareholders had the possibility to consult the Annual Report and that it had been commented on in detail by the previous speakers. The representatives of the statutory auditors had no comments with regard to the Annual Report. the Annual Report 2015, the Consolidated Financial Statements 2015 and the Statutory Financial Statements 2015 with votes in favor, abstentions and votes against. Minutes of the Annual General Meeting of May 4, 2016 page 2 of 10

3 1.2 Consultative Vote on the Compensation Report 2015 The Chairman announced the proposal of the Board of Directors to endorse the Compensation Report 2015 by way of a non-binding consultative vote. Upon completion of the voting procedure, the Chairman declared that the AGM has endorsed the Compensation Report 2015 by way of a non-binding consultative vote with votes in favor, abstentions and votes against. Agenda item 2: Appropriation of Available Earnings and Distribution against Reserve from Capital Contribution The Chairman announced the proposal of the Board of Directors: transfer of CHF 142' from legal reserve originating from capital contribution to accumulated profit and appropriation of available earnings in the total amount of CHF 2 261'532'000 as follows: Distribution as dividend out of legal reserve originating from capital contribution of CHF 1.50 per registered share: CHF 157'603'000 Balance to be carried forward: CHF '000 the proposal of the Board of Directors with votes in favor, abstentions and votes against. Agenda item 3: Discharge of the Board of Directors and of the Executive Management The Chairman announced the proposal of the Board of Directors that all members of the Board of Directors and of the Executive Management be granted discharge for the financial year the proposal of the Board of Directors with votes in favor, abstentions and votes against. Minutes of the Annual General Meeting of May 4, 2016 page 3 of 10

4 Agenda item 4: Reduction of Share Capital by Cancellation of Repurchased Shares The Chairman announces the proposal of the Board of Directors to reduce the share capital from currently CHF by the amount of CHF to CHF by means of cancellation of the corresponding number of shares as well as the modification of the corresponding provision in the Articles of Association. The Chairman declares that the special report by the auditor required by law is available and that such report confirms that all claims by creditors are covered despite the share capital reduction. There are no speakers on this agenda item. Upon completion of the voting procedure, the Chairman declares that the AGM has approved the proposal of the Board of Directors with votes in favor, abstentions and votes against. Extension of Existing Authorized Capital Agenda item 5: The Chairman announces the proposal of the Board of Directors to extend the existing authorized share capital as set out in Art. 3b of the Articles of Association for another two years until 4 May 2018 and to amend Art. 3b para 1 of the Articles of Association accordingly. There are no speakers on this agenda item. Upon completion of the voting procedure, the Chairman declares that the AGM has approved the proposal of the Board of Directors with votes in favor, abstentions and votes against. Minutes of the Annual General Meeting of May 4, 2016 page 4 of 10

5 Agenda item 6: Board Elections Prior to the voting procedure, the Chairman explained that according to the requirements of the Ordinance against Excessive Compensation with respect to Stock Exchange Listed Corporation (the Ordinance ), the members of the Board, the chairperson and the members of the Compensation Committee must be elected each year for a term of office until the conclusion of the next AGM and that such elections will be carried out individually. 6.1 Re-Election of the Board of Directors Re-election of Mr. Jean-Pierre Garnier Mr. Jean-Paul Clozel announced the proposal of the Board of Directors to re-elect Mr. Jean- Pierre Garnier for a term of office until the conclusion of the 2017 AGM. Upon completion of the voting procedure, Mr. Clozel declared that the AGM has approved the proposal of the Board of Directors to re-elect Mr. Jean-Pierre Garnier with votes in favor, abstentions and votes against and congratulated Mr. Garnier to his reelection Re-election of Mr. Jean-Paul Clozel The Chairman announced the proposal of the Board of Directors to re-elect Dr. Jean-Paul Clozel for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Dr. Jean-Paul Clozel with votes in favor, abstentions and votes against and congratulated Dr. Clozel to his reelection Re-election of Mr. Juhani Anttila The Chairman announced the proposal of the Board of Directors to re-elect Mr. Juhani Anttila for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. Juhani Anttila with votes in favor, abstentions and votes against and congratulated Mr. Anttila to his reelection. Minutes of the Annual General Meeting of May 4, 2016 page 5 of 10

6 6.1.4 Re-election of Mr. Robert Bertolini The Chairman announced the proposal of the Board of Directors to re-elect Mr. Robert Bertolini for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. Robert Bertolini with votes in favor, abstentions and votes against and congratulated Mr. Bertolini to his reelection Re-election of Mr. John J. Greisch The Chairman announced the proposal of the Board of Directors to re-elect Mr. John J. Greisch for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. John J. Greisch with votes in favor, abstentions and votes against and congratulated Mr. Greisch to his reelection Re-election of Mr. Peter Gruss The Chairman announced the proposal of the Board of Directors to re-elect Mr. Peter Gruss for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. Peter Gruss with votes in favor, abstentions and votes against and congratulated Mr. Gruss to his re-election Re-election of Mr. Michael Jacobi The Chairman announced the proposal of the Board of Directors to re-elect Mr. Michael Jacobi for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. Michael Jacobi with votes in favor, abstentions and votes against and congratulated Mr. Jacobi to his reelection. Minutes of the Annual General Meeting of May 4, 2016 page 6 of 10

7 6.1.8 Re-election of Mr. Jean Malo The Chairman announced the proposal of the Board of Directors to re-elect Mr. Jean Malo for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. Jean Malo with votes in favor, abstentions and votes against and congratulates Mr. Malo to his re-election Re-election of Mr. David Stout The Chairman announced the proposal of the Board of Directors to re-elect Mr. David Stout for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mr. David Stout with votes in favor, abstentions and votes against and congratulates Mr. Stout to his reelection Re-election of Mrs. Herna Verhagen The Chairman announced the proposal of the Board of Directors to re-elect Mrs. Herna Verhagen for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors to re-elect Mrs. Herna Verhagen with votes in favor, abstentions and votes against and congratulates Mrs. Verhagen to her re-election. 6.2 Election of Mr. Jean-Pierre Garnier as Chairman of the Board of Directors Mr. Jean-Paul Clozel announced the proposal of the Board of Directors to elect Mr. Jean- Pierre Garnier as Chairman of the Board of Directors for a term of office until the conclusion of the 2017 AGM. Upon completion of the voting procedure, Mr. Clozel declared that Mr. Jean-Pierre Garnier has been elected as Chairman of the Board of Directors with votes in favor, abstentions and votes against and congratulated Mr. Garnier to his election. Minutes of the Annual General Meeting of May 4, 2016 page 7 of 10

8 6.3 Election of the Compensation Committee Election of Mrs. Herna Verhagen as member of the Compensation Committee The Chairman announced the proposal of the Board of Directors to elect Mrs. Herna Verhagen as member of the Compensation Committee for a term of office until the conclusion of the 2017 AGM. Upon completion of the voting procedure, the Chairman declared that Mrs. Herna Verhagen has been elected as member of the Compensation Committee with votes in favor, abstentions and votes against and congratulated Mrs. Verhagen to her election Election of Mr. Jean-Pierre Garnier as member of the Compensation Committee Mr. Jean-Paul Clozel announced the proposal of the Board of Directors to elect Mr. Jean- Pierre Garnier as member of the Compensation Committee for a term of office until the conclusion of the 2017 AGM. Upon completion of the voting procedure, Mr. Clozel declared that Mr. Jean-Pierre Garnier has been elected as member of the Compensation Committee with votes in favor, abstentions and votes against and congratulated Mr. Garnier to his election Election of Mr. John J. Greisch as member of the Compensation Committee The Chairman announced the proposal of the Board of Directors to elect Mr. John J. Greisch as member of the Compensation Committee for a term of office until the conclusion of the 2017 AGM. Upon completion of the voting procedure, the Chairman declared that Mr. John J. Greisch has been elected as member of the Compensation Committee with votes in favor, abstentions and votes against and congratulated Mr. Greisch to his election. Minutes of the Annual General Meeting of May 4, 2016 page 8 of 10

9 Agenda item 7: Approval of Board Compensation and Executive Management Compensation 7.1 Approval of Board Compensation (Non-Executive Directors) The Chairman announced the proposal of the Board of Directors to approve the aggregate maximum compensation amount for the Board of Directors (Non-Executive Directors) of CHF 2.36 mio for the term until the AGM the proposal of the Board of Directors with votes in favor, abstentions and votes against. 7.2 Approval of Executive Management Compensation 2017 (Maximum Amount) The Chairman announced the proposal of the Board of Directors to approve the aggregate maximum compensation amount for the Actelion Executive Committee (AEC) for the financial year 2017 in the amount of CHF 23.0 mio. the proposal of the Board of Directors with votes in favor, abstentions and votes against. Election of the Independent Proxy Agenda item 8: The Chairman announced the proposal of the Board of Directors to elect BDO AG, Aarau, represented by Mr. Marc Schaffner, as independent proxy for a term of office until the conclusion of the 2017 AGM. the proposal of the Board of Directors with votes in favor, abstentions and votes against. Minutes of the Annual General Meeting of May 4, 2016 page 9 of 10

10 Agenda item 9: Election of the Statutory Auditors The Chairman announced the proposal of the Board of Directors to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year the proposal of the Board of Directors with votes in favor, abstentions and votes against. Prior to conclusion of the Meeting, the Chairman asked if there were any shareholders wishing to speak. One speaker asked why the attendance rate at this year s AGM is only 54% of the total share capital and so many shareholders chose not to attend. He also asked where the Company s products are manufactured. The Secretary of the Board explained that it is a not an uncommon phenomenon in Swiss companies for shareholders not to be registered in the share register and not to vote and that this absence rate is not only in line with other Swiss companies but also lower than in previous years. The Chairman added that the Company is in regular contact with its shareholders but that it is ultimately the decision of the shareholders whether or not to attend the AGM. The CEO explained that the Company has its products manufactured externally with well-known suppliers such as Lonza in Switzerland. He also stressed that quality control is very important in this process and that the Company s quality control department regularly reviews the production process. The Chairman thanked the shareholders for their participation and support and concluded the Meeting at a.m. Basel, May 4, 2016 The Chairman: sig. Dr. Jean-Pierre Garnier The Secretary: sig. Dr. Marian Borovsky Minutes of the Annual General Meeting of May 4, 2016 page 10 of 10