Full Press Release Details
Lausanne, 7 October 2016
the Ordinary Shareholders' Meeting
| Date: | 15 November 2016, at 10.30 Swiss time |
| Place: | EPFL Innovation Park Building D, ground floor, Uranus Meeting room, 1015 Lausanne |
We would like to take this opportunity to
warmly welcome the investors who recently joined the AC Immune shareholder family, and to thank both new and longstanding shareholders
for their commitment to our shared goals.
For the past 13 years we have been strongly
supported by a core group of shareholders. The success of our initial public offering on NASDAQ is testament to the
quality of our science and of our people. The IPO has significantly raised our profile with investors globally and the broader
shareholder base sets the stage for supporting the exciting next phase of growth and development of AC Immune.
At AC Immune we are passionate about making
a difference in the lives of people affected by Alzheimer's and other neurodegenerative diseases. With our pipeline of seven
therapeutic and three diagnostic candidates, we believe that we are well-positioned to leverage our expertise in addressing the
diseases caused by misfolding proteins.
We are grateful for your support in pursuing
our mission to become a global leader in personalized treatment of neurodegenerative diseases. We look forward to welcoming you
to the first ordinary annual meeting of AC Immune SA as a public company.
Kindly find hereafter the agenda items and
proposals of the Board of Directors in connection with the first ordinary annual meeting of AC Immune SA as a public company:
Agenda Items and Proposals of the Board
The Board proposes to approve
the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements of AC Immune SA under IFRS for the
year 2015, and to take note of the Reports of the Auditors. Copies of these documents are available for download in the "Investors"
section of our website (www.acimmune.com).
The Board of Directors proposes
that the net profit of the year 2015 in the amount of KCHF 20,173 is applied against the loss brought forward of KCHF 45,103
resulting in a reduced new balance of loss brought forward of KCHF 24,930. Under IFRS accounting principles, the net gain for the
business year 2015 amounted to KCHF 20,270.
The Board proposes that the
members of the Board and the Executive Board are discharged from their liabilities for their activities in the financial year 2015.
The Board of Directors proposes
to hold the following separate votes on the non-performance-related and the variable compensation of the Board of Directors and
the Executive Committee:
The Board of Directors proposes
that shareholders approve the total maximum amount of non-performance-related compensation for the members of the Board of Directors
covering the period from 15 November 2016 to 30 June 2017, i.e., CHF 286'080 (cash base compensation plus social
The Board of Directors proposes
that shareholders approve the maximum grant of equity or equity linked instruments for the members of the Board of Directors from
15 November 2016 to 30 June 2017 with maximum value of CHF 460'000 (equity value plus social security costs).
The Board of Directors proposes
that shareholders approve the total maximum amount of non-performance-related cash compensation for the members of the Executive
Committee from 15 November 2016 to 30 June 2017, i.e., CHF 836'790 (cash base compensation plus social security
The Board of Directors proposes
that shareholders approve the total maximum amount of variable compensation for the members of the Executive Committee for the
current year 2016, i.e., CHF 667'000 (cash compensation plus social security costs).
The Board of Directors proposes
that shareholders approve the maximum of equity or equity linked instruments for the members of the Executive Committee from 15
November 2016 to 30 June 2017, i.e., CHF 2'001'000 (equity value plus social security costs).
The Board proposes to approve
the 2016 Stock Option and Incentive Plan including a maximum of 2'057'740 options for common shares under the 2016 Stock
Option and Incentive Plan. Copies of the 2016 Stock Option
and Incentive Plan are available for download in the "Investors" section of our website (www.acimmune.com).
The Board of Directors proposes
the re-election of Martin Velasco as member and as Chairman of the Board, Peter Bollmann, Friedrich von Bohlen, Andrea Pfeifer
and Detlev Riesner as members of the Board of Directors and the election of Thomas Graney as new member of the Board of Directors,
each until the end of the next ordinary General Meeting.
Mr. Thomas Graney, also known
as Tom, has been the Chief Financial Officer and Senior Vice President of Finance & Corporate Strategy at Ironwood Pharmaceuticals,
Inc. since 2 September 2014. Prior to Ironwood Pharmaceuticals, Inc, Mr. Graney spent 20 years working with J&J and its affiliates,
serving for four years as worldwide vice president of finance and Chief Financial Officer of Ethicon. In addition, Mr. Graney
has extensive global experience that spans corporate development, commercial strategy, portfolio management and supply chain management.
A Chartered Financial Analyst charterholder, Mr. Graney holds a B.S. in accounting from the University of Delaware and an M.B.A.
in Marketing, Finance and International Business from the Leonard N. Stern School of Business at New York University.
The Board of Directors proposes
the election of Detlev Riesner, Martin Velasco and Tom Graney as members of the Compensation, Nomination & Corporate Governance
Committee, each until the end of the next ordinary General Meeting.
The Board of Directors proposes
that Bugnion Ballansat Ehrler, represented by G rald Virieux, avocat, rue de Rive 6, case postale 3143, CH-1211 Geneva 3
shall be elected as the independent proxy of the Company until the end of the next ordinary General Meeting.
The Board of Directors proposes
to re-elect Ernst & Young SA, in Lancy, for a term of office of one year.
| /s/ Martin Velasco | /s/ Andrea Pfeifer | |
| Martin Velasco, Chairman | Andrea Pfeifer, CEO |
Organizational Matters
1 Financial Statements
The Financial Statements (statutory accounts)
and the IFRS Financial Statements for the year 2015 as well as the corresponding Auditor's reports are available for download in
the "Investors" section of our website (www.acimmune.com).
2 Invitation and Attendance
Shareholders registered in the share register
maintained by our transfer agent, Computershare Trust Company N.A. at 5:00 pm Eastern Standard Time ("EST") / 11:00 pm
Swiss time on 28 September 2016 are entitled to participate in and vote at the Annual General Meeting. On 13 October 2016, the
invitation and proxy form will be mailed to all holders of record as at 28 September 2016 at 5:00 pm EST / 11:00 pm Swiss time.
The invitation is available for download in the "Investors" section of our website (www.acimmune.com).
If you wish to attend the Annual General
Meeting in person, you will be required to present the enclosed proxy form and a valid government issued proof of identification.
Shareholders of record, who do not attend
the Annual General Meeting in person, may:
(a) grant a proxy to the independent proxy,
Bugnion Ballansat Ehrler, represented by G rald Virieux, avocat, rue de Rive 6, case postale 3143, CH-1211 Geneva 3 in writing
or electronically; or
(b) grant a proxy in writing to another
shareholder or other third party.
Proxies to the independent proxy must be
received by our transfer agent, Computershare Trust Company N.A. by 12:00 pm EST / 6:00 pm Swiss time on 10 November 2016.
Proxies received after such time will not be considered.
The login information for electronic instructions
is set forth on the proxy form. Electronic instructions must be received no later than 11:59 pm EST on 10 November 2016 / 5:59 am
Swiss time on 11 November 2016.
Shareholders that have granted a proxy to
the independent proxy, in writing or electronically, may not vote their shares at the Annual General Meeting.