Full Press Release Details
Lausanne, 26 February 2021
the Extraordinary Shareholders' Meeting
| Date: | Wednesday, 31 March 2021 | 2:00 PM Central European Time |
| Place: | EPFL Innovation Park, Building B | 1015 Lausanne | Switzerland |
| I. | Foreword | 2 |
| II. | Agenda | 4 |
| 1. | Election of new Director | 4 |
| 2. | Amendments of the Articles of Association | 4 |
| 1. | Coronavirus Restrictions | 6 |
| 2. | Eligibility to Vote | 6 |
| 3. | Invitation and Ancillary Material | 6 |
| 4. | Voting (Instructions to Independent Proxy) | 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
I. Letter to the Shareholders
The Board of Directors has decided to call
an extraordinary shareholders' meeting and to ask you to approve (i) the election of Dr. Alan Colowick as new member of the Board
of Directors for a term until the end of the next Annual General Meeting and (ii) certain amendments to AC Immune SA's articles
of association ("Articles of Association"), set out under agenda item 2 below, in order to (1) implement a compensation
system that corresponds to a compensation framework in line with Swiss market practice and (2) have a possibility to meet nationality/residency
requirements of the Board of Directors, if necessary.
Election of Alan Colowick as member of
the Board of Directors
Board of Directors proposes that you elect Alan Colowick as member of the Board of Directors for a term until the end of the next
Annual General Meeting.
Dr. Alan Burton Colowick, MD, MPH brings
more than 20 years of industry experience in large biotech and emerging biotech companies, encompassing senior executive, clinical,
regulatory, and commercial functions.
In 2017, he joined Sofinnova as a Partner
where he led investments for several clinical-stage companies. Previously, Dr. Colowick was Executive Vice President at Celgene
Corporation and served in various leadership roles, including President for Celgene's Europe, Mid-East, and Africa regions and
Senior Vice President of Global Medical Affairs. Before joining Celgene, he was the Chief Executive Officer at Gloucester Pharmaceuticals,
Inc. where he led a private round of financing prior to the Company's acquisition by Celgene in 2010. Dr. Colowick also served
as the President of Oncology at Geron Corporation, and as Chief Medical Officer of Threshold Pharmaceuticals. Previously, he held
numerous positions of increasing responsibility at Amgen culminating with his role as VP, Medical Affairs Europe.
Dr. Colowick also brings extensive Board
experience. He currently serves on the Board of Directors for Personalis, Inc. and Xylocor Therapeutics, and recently served as
Board Chairman at VelosBio (sold to Merck in 2020 for $2.75B), InCarda Therapeutics, and Principia Biopharma (sold to Sanofi in
Prior to his career in the biopharma industry,
Dr. Colowick attended Stanford University where he received his medical degree, and went on to receive a Masters in Public Health
from Harvard University. He also completed specialty training in Hematology-Oncology at Harvard Medical School, as well as the
Dana Farber Cancer Institute and Brigham and Women's Hospital in Boston, USA. He also has a B.S. in Molecular Biology from
the University of Colorado.
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
Amendments of the Articles of Association
The Board of Directors proposes that you
approve a change of AC Immune SA's compensation framework so that it corresponds to one used by most Swiss listed companies. This
includes, among other things, that AC Immune SA's Annual General Meeting shall approve annually and separately the maximum aggregate
amount of compensation of (i) the Board of Directors for the period until the next Annual General Meeting, and (ii) the Executive
Committee for the following financial year, aligning the compensation system with the calendar year.
The Board of Directors further proposes
to provide AC Immune SA with more flexibility as regards the maximum number of members which can be elected to the Board of Directors.
It is thus proposed that the Articles of Association are amended so that additional members can be elected to the Board of Directors,
exceeding the current maximum number of nine Directors, in cases where such additional election becomes necessary for AC Immune
SA to meet nationality and residency requirements under Swiss and foreign laws.
The required amendments of the Articles
of Association to be approved by you are set out under agenda item 2.
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 items and proposals 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 Alan Colowick as member of the Board of Directors.
In order to align the compensation system
of AC Immune SA to a more common compensation framework which is in line with that of many Swiss listed companies and in order
to meet the nationality/residency requirements of members of the Board Directors, if necessary, the Board of Directors proposes
to amend article 8 lit. e), article 18 para. 1, article 20 para. 1 and article 41 para. 1 and lit. a) of the articles of association
of AC Immune SA ("Articles of Association") as set out below, and to add a new article 18 para. 4, article 28
para. 3 and 4 and article 47 to the Articles of Association as set out below:
e) approuver les montants globaux des r mun rations du conseil d'administration et du comit
ex cutif conform ment l'article 18 des statuts;
paragraphs of article 8 of the Articles of Association remain unchanged.
"The General Meeting shall
approve annually and separately the proposals of the Board of Directors in relation to the maximum aggregate amount of:
L'assembl e g n rale approuve annuellement et s par ment les propositions du conseil
d'administration relatives au montant global maximal de:
"The Board of Directors shall
submit the compensation report to an advisory vote of the General Meeting."
Le conseil d'administration
soumet le rapport de r mun ration un vote consultatif de l'assembl e g n rale.
and 3 of article 18 of the Articles of Association remain unchanged.
"The Board of Directors shall
consist of at least 3 and not more than 9 members. This maximum number may be exceeded if it is necessary to satisfy nationality
and/or residency requirements under Swiss or foreign laws. The chairman and the members of the Board of Directors are individually
elected by the General Meeting for a term of one year until the end of the next Ordinary General Meeting, provided that he/she
does not resign or is not replaced during his term."
Le conseil d'administration
se compose d'au minimum 3 et au maximum 9 membres. Ce nombre maximum pourra tre d pass s'il est n cessaire
de satisfaire des conditions de nationalit s et/ou r sidences selon le droit suisse ou tranger.
Le pr sident et les membres du conseil d'administration sont lus individuellement par l'assembl e g n rale
pour un mandat d'un an jusqu' la fin de la prochaine assembl e g n rale ordinaire, condition
qu'il/elle ne d missionne pas ou ne soit pas remplac (e) durant son mandat.
article 20 of the Articles of Association remains unchanged.
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
"If there are vacancies on
the Compensation Committee, the Board of Directors may appoint substitutes from amongst its members for the remaining term of office."
vacants au sein du comit de r mun ration, le conseil d'administration peut d signer des substituts
parmi ses membres pour la dur e restante du terme de fonction.
"The Board of Directors shall
elect a chairman of the Compensation Committee."
Le conseil d'administration