Actelion Ltd MINUTES OF THE ANNUAL GENERAL MEETING 2012 May 4, 2012 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 10.00 a.m. and welcomes the shareholders. Besides Dr. Jean-Pierre Garnier, the following members of the Board of Directors are present: Mr. Juhani Anttila, Mr. Robert Bertolini, Mr. Robert E. Cawthorn, Dr. Jean-Paul Clozel, Mr. Carl Feldbaum, 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, Mr. Andrew J. Oakley und Dr. Otto Schwarz as representatives of the Company's senior management; Dr. Caspar Zellweger, attorney-at-law, acting as independent proxy; Dr. Frank Schager, 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 April 4, 2012 (No. 67). He further takes note that the AGM was called in accordance with the law and the Company's articles of association. Since April 4, 2012, the business report as of December 31, 2011 (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 May 4, 2012 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 Ms. Sandra Probst 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. Thereafter, Dr. Jean- Paul Clozel presented the recently published results of the SERAPHIN study and provided an outlook on the Company s strategy and pipeline. The Secretary announces the number of shares represented: There are 339 shareholders present today who together represent 56 756 369 voting rights corresponding to 43.31% of the share capital/the voting rights of the Company. In particular, the votes are represented as follows: Independent Proxy 35 728 943 votes 62.95% Company Proxy 17 389 569 votes 30.64% Shareholders 3 637 857 votes 6.41% 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, 2011 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. By referring to pages 74 and 122 of the business report, the Chairman explains that the consolidated accounts closed with a consolidated loss of CHF 146 319 000 and that the annual statutory accounts of the holding company Actelion Ltd closed with a profit of CHF 254 982 000. Minutes of the Annual General Meeting of May 4, 2012 page 2 of 6
The representatives of the statutory auditors have no comments with regard to the business report. the business report of the Company as of December 31, 2011 with 55 252 227 votes in favor, 1 045 041 abstentions and 456 091 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 93'694'000 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 880'058'000 as follows: Distribution as dividend out of legal reserve originating from capital contribution of CHF 0.80 per registered share: CHF 93'694'000 Balance to be carried forward: CHF 786'364'000 the proposal of the Board of Directors with 55 516 152 votes in favor, 1 044 320 abstentions and 181 906 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. He explains that as the Annual General Meeting of May 5, 2011 approved an amendment of the Company s articles of association that the Annual General Meeting shall have a consultative vote on the Company's compensation report, the shareholders have for the first time the opportunity to take a position on Actelion's compensation system by way of consultative vote. He refers to the Compensation Report contained on pages 56 to 62 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. Minutes of the Annual General Meeting of May 4, 2012 page 3 of 6
The Chairman mentions that prior to the Annual General Meeting, some investors raised concerns regarding the Company s compensation report and assures that regardless of the outcome of the upcoming vote, such concerns are taken seriously by means of a regular review of the compensation system by the Board of Directors. Upon completion of the voting procedure, the Chairman declares that the AGM has endorsed the Compensation Report by way of a non-binding consultative vote with 31 126 924 votes in favor, 2 404 237 abstentions and 23 218 577 votes against. 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 49 145 935 votes in favor, 1 528 741 abstentions and 586 712 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 65 232 175.50 by the amount of CHF 2 215 537.50 to CHF 63 016 638.00 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 55 277 232 votes in favor, 1 048 712 abstentions and 426 815 votes against. Minutes of the Annual General Meeting of May 4, 2012 page 4 of 6
Board Elections Agenda item 6: 6.1 Re-election of Dr. Michael Jacobi First, the Chairman informs that Mr. Robert E. Cawthorn, the chairman of the Company s Board of Directors for many years, will not stand for re-election, and thanks Mr. Cawthorn in the name of the Board of Directors for his great contribution and commitment to the Company and the shareholders. In a short response, Mr. Robert E. Cawthorn thanks the shareholders, the Board of Directors, the management as well as all employees for their long-time support and wishes the company a successful future. Thereafter, the Chairman announces the proposal of the Board of Directors to re-elect Dr. Michael Jacobi for a term of office of three years. the proposal of the Board of Directors to re-elect Dr. Michael Jacobi with 53 049 867 votes in favor, 3 049 038 abstentions and 651 713 votes against and congratulates Dr. Jacobi to his reelection. 8.2 Election of Prof. Dr. Peter Gruss as new Board Member The Chairman announces the proposal of the Board of Directors to elect Prof. Dr. Peter Gruss 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 Professor Gruss can be found in the invitation to the Annual General Meeting and thereafter invites Professor Gruss to briefly introduce himself to the shareholders. After Professor Gruss speech and upon completion of the voting procedure, the Chairman declares that Prof. Dr. Peter Gruss has been elected as a new Director with 53 527 194 votes in favor, 3 045 876 abstentions and 181 539 votes against, congratulates Professor Gruss to his election and welcomes him to the Company s Board. Professor Gruss accepts his election as new member of the Board of Directors. Election of the Statutory Auditors Agenda item 7: The Chairman announces the proposal of the Board of Directors to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year 2012. Minutes of the Annual General Meeting of May 4, 2012 page 5 of 6
the proposal of the Board of Directors with 54 923 324 votes in favor, 1 502 634 abstentions and 327 561 votes against. The Chairman thanks the shareholders for their participation and support and concludes the Meeting at 11.20 a.m. Basel, May 4, 2012 The Chairman: sig, Dr. Jean-Pierre Garnier The Secretary: sig. Dr. Marian Borovsky Minutes of the Annual General Meeting of May 4, 2012 page 6 of 6