Full Press Release Details
Lausanne, 19 October 2020
the Extraordinary Shareholders' Meeting
| Date: | Friday, 20 November 2020 | 2:00 PM Central European Time |
| Place: | EPFL Innovation Park, Building B | 1015 Lausanne | Switzerland |
| I. | Foreword | 2 |
| II. | Agenda | 4 |
| 1 | Election of Carl June as member of the Board of Directors | 4 |
| III. | Organizational Notes (including measures due to Covid-19) | 4 |
| 1 | Coronavirus Restrictions | 4 |
| 2 | Eligibility to Vote | 4 |
| 3 | Invitation and Ancillary Material | 4 |
| 4 | Voting (Instructions to Independent Proxy) | 4 |
| IV. | Legal Notice | 5 |
| V. | Frequently Asked Questions (FAQ) | 6 |
Contact information: AC Immune SA, Investor Relations, EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland,
Tel: +41 21 345 91 22 | Email: egm@acimmune.com | Visit our Webpage: https://ir.acimmune.com/events/egm
The Board of Directors has decided to call
an extraordinary shareholders' meeting and to ask you to approve the election of Prof. Carl June as member of the Board of Directors
for a term until the end of the next Annual General Meeting.
Election of Carl June as member of the
The Board of Directors has the great pleasure
to propose the election of Carl June as member of the Board of Directors for a term until the end of the next Annual General Meeting.
Prof. June is Richard W. Vague Professor in Immunotherapy, Director of the Center for Cellular Immunotherapies and Director of
the Parker Institute for Cancer Immunotherapy University of Pennsylvania, Perelman School of Medicine, USA.
Prof. June is a graduate of the Naval Academy
in Annapolis, USA, and Baylor College of Medicine in Houston, USA, where he received his medical degree. Prof. June also completed
graduate training in immunology and malaria with Dr. Paul-Henri Lambert at the World Health Organization, Geneva, Switzerland and
post-doctoral training in transplantation biology with E. Donnell Thomas and John Hansen at the Fred Hutchinson Cancer Research
Center in Seattle USA.
Due to his lifelong work on lymphocyte activation,
Prof. June is considered a world authority on mechanisms related to immune tolerance and adoptive immunotherapy in the fields of
cancer and chronic inflammation. He and his team pioneered the groundbreaking work in immunotherapy in which patients with refractory
and relapsed chronic lymphocytic leukemia are treated with genetically engineered versions of their own T cells. This CAR-T
therapy approach, which trains the immune system to attack and destroy cancer cells, has helped patients achieve remissions that
last for years. The treatment was approved by the USA FDA in 2017 as a treatment for leukemia and lymphoma, opening a new era of
innovative treatments and personalized medicine for cancer patients.
At the University of Pennsylvania, the June
lab continues to develop new CAR cell therapies for other indications, including immunotherapy for the treatment of uncurable brain
tumors. Prof. June has published more than 500 manuscripts and is the recipient of numerous prizes and honors. He was recently
named the most influential academic scientist in the biopharmaceutical industry by FierceBiotech and has received many honors including
election to the Institute of Medicine, the National Academy of Sciences, the American Philosophical Society and the American Academy
of Arts and Sciences. He has received numerous awards, including the William B Coley award, the Richard V Smalley Memorial Award
from the Society for Immunotherapy of Cancer, the AACR-CRI Lloyd J. Old Award in Cancer Immunology, the Philadelphia Award in 2012,
the Taubman Prize for Excellence in Translational Medical Science in 2014 (shared w S. Grupp, B. Levine, D. Porter), the Paul Ehrlich
and Ludwig Darmstaedter Prize (shared w J. Allison), the Novartis Prize in Immunology (shared w Z. Eshaar and S. Rosenberg), the
Karl Landsteiner Memorial award, the Debrecen
Award, the Karnofsky Award from the American Society of Clinical Oncology, and a lifetime achievement award from the Leukemia and
Contact information: AC Immune SA, Investor Relations, EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland,
Tel: +41 21 345 91 22 | Email: egm@acimmune.com | Visit our Webpage: https://ir.acimmune.com/events/egm
Your vote is important to AC Immune SA:
please read carefully the Organizational Notes in Chapter III of this Invitation to ensure that your vote will be properly cast.
| Dr. Doug Williams | Prof. Andrea Pfeifer |
| Chairman of the Board | CEO |
Contact information: AC Immune SA, Investor Relations, EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland,
Tel: +41 21 345 91 22 | Email: egm@acimmune.com | Visit our Webpage: https://ir.acimmune.com/events/egm
Kindly find hereafter the agenda item and proposal of the Board
of Directors in connection with the extraordinary general meeting of AC Immune SA:
The Board of Directors proposes
for a term until the end of the next Annual General Meeting the election of Carl June as member of the Board of Directors.
1. Coronavirus Restrictions
No "in-person" Meeting for Shareholders
The persisting situation
surrounding the coronavirus (Covid-19) and the updated measures prescribed by the Swiss Federal Council to combat this infectious
disease have prompted us to take the same legal steps for the Extraordinary General Meeting as we took for the Annual General Meeting
2020. Our primary goal is to protect the health of our shareholders and employees as far as possible.
Because of this special
situation, we have decided to reduce the Extraordinary General Meeting to the mandatory part as stipulated by Swiss law and by
the Company's Articles of Association. We will hold a meeting with a minimal attendance to which shareholders will not be
invited to attend in person, and only hold the necessary election and vote. In particular, the members of the Board of Directors
and of the Executive Committee will not be available for discussion.
Voting via the Independent Proxy
Based on article 27 of the
Swiss Federal Council's "Ordinance 3 on Measures to Combat the Coronavirus (COVID-19)" of 19 June 2020, as subsequently
amended, the Board of Directors resolved that the shareholders can exercise their rights exclusively through the independent proxy
Reymond & Associ s, represented by Mr. Denis Cherpillod, Attorney at Law, Avenue de la Gare 1, case postale 7255, 1002
Lausanne, Switzerland. You can do so following the instructions in Section 4.2 below.
2. Eligibility to Vote
registered in the share register maintained by our transfer agent, Computershare
Trust Company N.A. ("Computershare"),
up to and including 19 October 2020 at close of NASDAQ ("Record Date") will be eligible to vote at the Extraordinary
General Meeting. Shareholders selling their shares prior to the Extraordinary General Meeting
are excluded from voting.
New shares acquired between
20 October 2020 and 23 November 2020 (at the opening of NASDAQ) will not give any corresponding voting rights for this Extraordinary
These restrictions on voting
do not impact trading of AC Immune SA shares held by registered shareholders before, during or after the Extraordinary General
3. Invitation and Ancillary Material
Shareholders who are registered
with Computershare receive their Invitation to the Extraordinary General Meeting directly from Computershare. With their Invitation,
these shareholders are receiving the means to vote electronically with the individual shareholder number ("QR Code")
and a personalized Proxy Card enabling them to give their voting instructions to the independent proxy. Section 4 below describes
Shareholders who are "Beneficial
Owners", holding their AC Immune SA shares on 19 October 2020 through their broker or bank, are unknown to AC Immune SA
or to Computershare. Their Invitation and material are issued by Computershare and channeled through their broker or bank. These
shareholders should be able to vote on the portal of their bank or broker. If the receipt of the Invitation is delayed or impossible
due to deficiencies in the postal delivery services, these shareholders may nevertheless access the Invitation and ancillary material
for the Extraordinary General Meeting and download a generic proxy card on AC Immune SA's 's website at https://ir.acimmune.com/events/egm.
4. Voting (Instructions to Independent
Shareholders can vote exclusively
through the independent proxy prior to the Extraordinary General Meeting (see Section 1.2 of Chapter III above).
The independent proxy will
be physically present at the Extraordinary General Meeting to vote on behalf of the shareholders who issued instructions to him.
Contact information: AC Immune SA, Investor Relations, EPFL Innovation Park, Building B, 1015 Lausanne, Switzerland,
Tel: +41 21 345 91 22 | Email: egm@acimmune.com | Visit our Webpage: https://ir.acimmune.com/events/egm
AC Immune SA recommends
that shareholders do vote electronically through the Computershare portal with the individual shareholder number ("QR Code")
or, for "Beneficial Owners", using the portal of their bank or broker. The independent proxy will receive the consolidated
electronic instructions from shareholders, banks and brokers via Computershare.
Electronic voting instructions
must be given no later than 18 November 2020 at 11:59 PM, US Eastern Standard Time.
who do not wish to vote electronically may give their written instructions to the independent