90 th ANNUAL SHAREHOLDER MEETING

Transcription

1 90 th ANNUAL SHAREHOLDER MEETING

2 INVITATION TO THE 90 th ANNUAL SHAREHOLDER MEETING OF VIFOR PHARMA LTD. Tuesday, 15 May 2018, 2.30 p. m. Samsung Hall, Hoffnigstrasse Dubendorf, Zurich (doors open at 1.30 p. m.)

3 Dear Shareholder, We are pleased to invite you to the 90 th Annual Shareholder Meeting of Vifor Pharma Ltd. AGENDA ITEM 1 ANNUAL REPORT AND 2017 ANNUAL FINANCIAL STATE- MENTS OF VIFOR PHARMA LTD. AND CONSOLIDATED FINANCIAL STATEMENTS OF THE VIFOR PHARMA GROUP FOR 2017; ACKNOWLEDGEMENT OF THE AUDITORS REPORTS The Board of proposes to approve the Annual Report and the 2017 Annual Financial Statements of Vifor Pharma Ltd., as well as the consolidated Financial Statements of the Vifor Pharma Group for ITEM 2 DISCHARGE OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE ITEM 3 ALLOCATION OF AVAILABLE EARNINGS FOR 2017 Balance brought forward from the previous year CHF 871,000 Profit for the year CHF 1,356,984,000 Available earnings CHF 1,357,856,000 Appropriation of available earnings: Transfer to free reserve CHF 1,227,000,000 Dividend CHF 2.00 per registered share CHF 130,000,000 Balance to be carried forward CHF 856,000 Assuming that this proposal by the Board of will be approved, payment of the dividend will be made as from 22 May The Board of proposes to discharge its members of the Board and the Executive Committee from liability for their activities in 2017.

4 ITEM 4 REMUNERATION REPORT 2017 The Board of proposes to accept the Remuneration Report, which is being submitted for a consultative vote. Relevant information can be found in the Annual Report 2017 on pages 65 to 84 in the Remuneration Report section. 5.2 Vote on total remuneration for Members of the Executive Committee The Board of proposes that shareholders endorse a maximum total amount of remuneration for the members of the Executive Committee covering the business year 2019 to an amount of CHF 13,000,000. ITEM 5 TOTAL REMUNERATION FOR THE BUSINESS YEAR Vote on total remuneration for Members of the Board of and the Executive Chairman The Board of proposes that shareholders endorse a maximum total amount of remuneration for the members of the Board of and the Executive Chairman covering the business year 2019 to an amount of CHF 6,500,000. ITEM 6 AMENDMENT TO ARTICLE 3A, PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION (CONDITIONAL CAPITAL) The authorisation of the Board of in respect of conditional capital expires on 28 April The Board of proposes to renew the authorisation to increase the authorised capital by an unchanged maximum amount of CHF 65,000 and to extend the period of authorisation until 15 May The Board of therefore proposes to amend Art. 3a, paragraph 1 of the Articles of Association as follows (new text in bold): Art. 3a, paragraph 1 The Board of is authorised to increase the share capital of CHF 650,000 by a maximum of CHF 65,000 at any time until 15 May 2020 by issuing a maximum of 6,500,000 registered shares with

5 a par value of CHF 0.01 each which must be paid up in full. Increases by underwriting and partial increases are permissible. By law and under Art. 15 of the Articles of Association, approval of Article 3a in its amended form requires at least twothirds of the votes represented and an absolute majority of the share par values represented. ITEM 7 ELECTIONS 7.1 Election and re-elections of the Board of and the Executive Chairman The curricula vitae of the existing members of the Board of can be found on pages 54 and 57 of the Corporate Governance section of the Annual Report The Board of proposes the re-election of Etienne Jornod as both member of the Board of and Executive Chairman. It also proposes the re-election of Daniela Bosshardt- Hengartner, Prof. Dr. Michel Burnier, Dr. Romeo Cerutti, Dr. Sylvie Grégoire, Fritz Hirsbrunner, Dr. Gianni Zampieri as well as the election of Jacques Theurillat as members of the Board of each for a term of office until the end of the next ordinary Annual Shareholder Meeting. a. Re-election of Etienne Jornod as member of the Board of and Executive Chairman (in the same vote) b. Re-election of Daniela Bosshardt- Hengartner as member of the Board of c. Re-election of Prof. Dr. Michel Burnier as member of the Board of d. Re-election of Dr. Romeo Cerutti e. Re-election of Dr. Sylvie Grégoire f. Re-election of Fritz Hirsbrunner g. Re-election of Dr. Gianni Zampieri h. Election of Jacques Theurillat The Board of proposes the election of Jacques Theurillat as member of the Board of for a term of office until the end of the next ordinary Annual Shareholder Meeting. Mr. Theurillat is a Swiss Attorney-at-law and holds Bachelor of Law degrees from both Madrid and Geneva Univer-

6 sities. Mr. Theurillat is a member of the Boards of Purdue Inc. / Mundipharma, CNH Industrial N.V and ADC Therapeutics S.A and a partner at the Sofinnova Crossover Fund in Paris. He started his career in 1987 at Serono where he held different management positions within the company including CFO and Deputy CEO. He became a Board member in May Mr. Theurillat is Swiss citizen and was born in Re-elections to the Remuneration Committee The Board of proposes the re-election of Daniela Bosshardt- Hengartner, Prof. Dr. Michel Burnier and Fritz Hirsbrunner as members of the Remuneration Committee for a term of office until the end of the next ordinary Annual Shareholder Meeting. In the event that Daniela Bosshardt- Hengartner is re-elected as member of the Remuneration Committee, the Board of intends to nominate her again as Chair of the Committee. a. Re-election of Daniela Bosshardt- Hengartner as member of the Remuneration Committee b. Re-election of Prof. Dr. Michel Burnier as member of the Remuneration Committee c. Re-election of Fritz Hirsbrunner as member of the Remuneration Committee 7.3 Re-election of the independent proxy holder The Board of proposes the re-election of Walder Wyss Ltd., law firm, for a term of office until the end of the next ordinary Annual Shareholder Meeting. 7.4 Re-election of the Auditors The Board of proposes the re-election of Ernst & Young AG for a term of office until the end of the next ordinary Annual Shareholder Meeting.

7 REMARKS Share Register The Share Register will be closed to new entries from 8 May Voting rights may only be exercised by shareholders of Vifor Pharma Ltd. who have been entered with voting rights in the Share Register by 7 May In the event of deregistration of shares from the Share Register, the shareholder no longer has voting rights in respect of these shares. Please have your admission card for the Annual Shareholder Meeting amended at the shareholders counter. No trading restrictions on shares of Vifor Pharma Ltd. The registration of shareholders for voting purposes does not affect the trading of shares before, during or after the Annual Shareholder Meeting. Registration and admission cards If you would like to attend the Annual Shareholder Meeting in person, you may order your admission card using the enclosed registration and proxy form or electronically via the online platform. For organisational reasons, please order the admission card by 9 May 2018 if possible. Admission cards will be sent after 7 May Granting of proxies In the event that you do not wish to attend the Annual Shareholder Meeting personally, you have the possibility of being represented by means of a written proxy or, in accordance with Art. 689c of the Swiss Code of Obligations, by the independent proxy holder, Walder Wyss Ltd., Bubenbergplatz 8, 3011 Berne. Please complete the enclosed registration and proxy form in order to issue a proxy. Proxies and voting instructions issued in writing to the independent proxy are to be submitted directly on or before 11 May 2018 using the envelope provided. Proxies being received by the independent proxy holder after 11 May 2018 cannot be processed. Online instructions The information necessary for individual access to the online platform is printed on the enclosed registration and proxy form. You will need an address and internet access to use the platform. Up until 9 May 2018, shareholders who have been entered in the Share Register with voting rights may order an admission card and the short version of the Annual Report. Up until 5 p.m. on 11 May 2018, the proxy and voting

8 instructions may be issued to the independent proxy holder, and instructions already issued may be modified. Annual Report The Annual Report 2017, including the Annual Report and the Annual Financial Statements of Vifor Pharma Ltd. and the Financial Statements of the Vifor Pharma Group, as well as the corresponding Auditors Reports, are available for review at company headquarters in St. Gallen. The complete version of the Annual Report 2017 is available on the website. In addition, Vifor Pharma publishes a printed short version of the annual report, which is sent to the shareholders by mail upon request. The printed short version of the annual report may be ordered by marking the order box on the registration and proxy form. Transportation We recommend you to use public transport, as Stettbach railway station is immediately next to the venue. Vifor Pharma will cover the costs at the Samsung Hall underground parking for those arriving by car. Simultaneous translations The Annual Shareholder Meeting will be held partially in German and partially in English. Simultaneous translation into English, French and German will be available. Headsets will be provided at the entrance. Leaving the Annual Shareholder Meeting early In order to correctly assess the number of votes present in the meeting, shareholders who leave the Annual Shareholder Meeting early are requested to return unused voting material and the electronic voting device on their way out. Aperitif You are cordially invited to a reception held after the conclusion of the Annual Shareholder Meeting. Yours faithfully, On behalf of the Board of Etienne Jornod Executive Chairman St. Gallen, 20 April 2018

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