Actelion Ltd MINUTES OF THE ANNUAL GENERAL MEETING 2013 April 18, 2013 Kongresszentrum Basel, Messeplatz 21, Basel Dr. Jean-Pierre Garnier, Chairman of the Board of Directors, opens the Annual General Meeting ("AGM") of Actelion Ltd ("Actelion" or the "Company") at 2.00 p.m. and welcomes the shareholders. Besides Dr. Jean-Pierre Garnier, the following members of the Board of Directors are present: Mr. Juhani Anttila, Dr. Jean-Paul Clozel, Mr. Carl Feldbaum, Prof. Dr. Peter Gruss Mr. Werner Henrich, Dr. Michael Jacobi, Dr. Armin Kessler and Mr. Jean Malo. The following persons are also present: Mr. Bernhard Simonetti, Attorney-at-law and notary public; Mr. Jürg Zürcher and Mr. Pramit Mehta as representatives of the Company's statutory auditors Ernst & Young AG, Basel; Dr. Jean-Paul Clozel and Mr. Andrew J. Oakley as representatives of the Company's senior management; Dr. Caspar Zellweger, attorney-at-law, acting as independent proxy; Mr. Marc Streule, acting as corporate proxy. The Chairman declares 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 March 14, 2013 (No. 51). He further takes note that the AGM was called in accordance with the law and the Company's articles of association. Since March 25, 2013, the business report as of December 31, 2012 (consisting of the annual report, the Company s annual statutory accounts and the consolidated accounts) as well as the auditors reports have been on display at the Company's premises for inspection by shareholders and have been sent on request to registered shareholders. Minutes of the Annual General Meeting of April 18, 2013 page 1 of 6
In accordance with art. 14 para. 2 of the articles of association, the voting and elections are conducted using an electronic system. In accordance with art. 10 para. 2 of the articles of association, the Chairman appoints Dr. Marian Borovsky, secretary of the Board of Directors, as Secretary of the AGM. Based also on art. 10 para. 2 of the articles of association, he further appoints Mr. Wolfgang Flaitz and Mr. Stephan Büchi as Scrutineers. The Chairman explains 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 is correctly constituted and can 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. Andrew J. Oakley, Chief Financial Officer, then commented in his address on the financial performance of the Company. The Secretary announces the number of shares represented: There are 272 shareholders present today who together represent 60 550 649 voting rights corresponding to 47.76% of the share capital/the voting rights of the Company. In particular, the votes are represented as follows: Independent Proxy 49 575 983 votes 81.88% Corporate Proxy 7 638 488 votes 12.62% Present Shareholders 3 336 178 votes 5.51% Depository Proxies 0 votes 0% The Chairman announces that the resolutions to be voted upon at the AGM require a simple majority pursuant to art. 14 para. 1 of the articles of association and explains that each share carries one vote. Agenda item 1: Approval of the Business Report consisting of the Annual Report, the Annual Statutory Accounts and the Consolidated Accounts as of December 31, 2012 The Chairman announces the proposal of the Board of Directors to approve the business report. The Chairman declares that the shareholders had the possibility to consult the business report and that it had been commented on in detail by the previous speakers. The representatives of the statutory auditors have no comments with regard to the business report. Minutes of the Annual General Meeting of April 18, 2013 page 2 of 6
the business report of the Company as of December 31, 2012 with 58 559 646 votes in favor, 54 583 abstentions and 8 688 votes against. Agenda item 2 Appropriation of Available Earnings and Distribution against Reserve from Capital Contribution The Chairman announces the proposal of the Board of Directors: transfer of CHF 112'931'000 from legal reserve originating from capital contribution to accumulated profit as well as an appropriation of the available earnings in the total amount of CHF 1 086'037'000 as follows: Distribution as dividend out of legal reserve originating from capital contribution of CHF 1.00 per registered share: CHF 112'931'000 Balance to be carried forward: CHF 973'106'000 the proposal of the Board of Directors with 58 553 129 votes in favor, 53 820 abstentions and 16 503 votes against. Consultative Vote on Compensation Report Agenda item 3 The Chairman announces the proposal of the Board of Directors to endorse the Compensation Report by way of a non-binding consultative vote. The Chairman refers to the Compensation Report contained on pages 46 to 63 of Actelion's Business Report, and states that any further information on the Compensation Report and Actelion's compensation system can be found on the Company s website. He repeats his statement from the introductory remarks that the Board of Directors has reviewed Actelion s compensation system during 2012 taking into account various concerns raised by investors. There is one speaker on this agenda item. Upon completion of the voting procedure, the Chairman declares that the AGM did not vote favorably on the Compensation Report by way of a non-binding consultative vote with 35 314 780 votes against, 22 624 358 in favor and 677 679 abstentions. Minutes of the Annual General Meeting of April 18, 2013 page 3 of 6
The Chairman thanks the shareholders for their feedback and assures them that the Company will continue the dialog to design and implement a remuneration system that is in-line with the needs of the Company and its owners. Agenda item 4 Discharge of the Board of Directors and of the Senior Management The Chairman announces the proposal of the Board of Directors that all members of the Board of Directors and of the senior management be granted discharge. the proposal of the Board of Directors with 51 768 910 votes in favor, 951 265 abstentions and 502 971 votes against. Agenda item 5 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 63 386 513.50 by the amount of CHF 3 248 550.00 to CHF 60 137 963.50 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. the proposal of the Board of Directors with 58 413 612 votes in favor, 78 149 abstentions and 128 686 votes against. Board Elections Agenda item 6: 6.1 Re-election of Mr. Werner Henrich The Chairman announces the proposal of the Board of Directors to re-elect Mr. Werner Henrich for a term of office of three years. Minutes of the Annual General Meeting of April 18, 2013 page 4 of 6
the proposal of the Board of Directors to re-elect Mr. Werner Henrich with 47 949 764 votes in favor, 92 067 abstentions and 10 578 281 votes against and congratulates Mr. Henrich to his reelection. 6.2 Re-election of Mr. Armin Kessler The Chairman announces the proposal of the Board of Directors to re-elect Mr. Armin Kessler for a term of office of three years. the proposal of the Board of Directors to re-elect Mr. Armin Kessler with 43 482 180 votes in favor, 86 237 abstentions and 15 049 035 votes against and congratulates Mr. Kessler to his reelection. 6.3 Re-election of Mr. Jean Malo The Chairman announces the proposal of the Board of Directors to re-elect Mr. Jean Malo for a term of office of three years. the proposal of the Board of Directors to re-elect Mr. Jean Malo with 57 675 446 votes in favor, 109 392 abstentions and 807 395 votes against and congratulates Mr. Malo to his re-election. 6.4 Election of Mr. John J. Greisch as new Board Member The Chairman announces the proposal of the Board of Directors to elect Mr. John J. Greisch as new member of the Board of Directors for a term of office of three years. He informs that a summary of the CV of Mr. Greisch can be found in the invitation to the Annual General Meeting and thereafter invites Mr. Greisch to briefly introduce himself to the shareholders. After Mr. Greisch s speech and upon completion of the voting procedure, the Chairman declares that Mr. John J. Greisch has been elected as a new Director with 57 776 241 votes in favor, 492 070 abstentions and 348 966 votes against, congratulates Mr. Greisch to his election and welcomes him to the Company s Board. Mr. Greisch accepts his election as new member of the Board of Directors. Minutes of the Annual General Meeting of April 18, 2013 page 5 of 6
Agenda item 7: Election of the Statutory Auditors The Chairman announces the proposal of the Board of Directors to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year 2013. the proposal of the Board of Directors with 57 626 250 votes in favor, 234 337 abstentions and 758 200 votes against. The Chairman thanks the shareholders for their participation and support and concludes the Meeting at 3.15 p.m. Basel, April 18, 2013 The Chairman: sig, Dr. Jean-Pierre Garnier The Secretary: sig. Dr. Marian Borovsky Minutes of the Annual General Meeting of April 18, 2013 page 6 of 6