ANNUAL GENERAL MEETING 2013

Transcription

1 TO THE SHAREHOLDERS OF ACTELION LTD INVITATION TO THE ANNUAL GENERAL MEETING 2013 Thursday April 18th 2013, CEST Kongresszentrum Basel, Messeplatz 21, 4058 Basel

2 TO THE SHAREHOLDERS OF ACTELION LTD INVITATION TO THE ANNUAL GENERAL MEETING 2013 Date: Place: Thursday, 18 April 2013, 2.00 p.m. (Admission from 1.00 p.m.) Kongresszentrum Basel, Messeplatz 21, 4058 Basel OVERVIEW 1. APPROVAL OF THE BUSINESS REPORT CONSISTING OF THE ANNUAL REPORT, THE ANNUAL STATUTORY ACCOUNTS AND THE CONSOLIDATED ACCOUNTS AS OF 31 DECEMBER APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION AGAINST RESERVE FROM CAPITAL CONTRIBUTION 3. CONSULTATIVE VOTE ON COMPENSATION REPORT 4. DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE SENIOR MANAGEMENT 5. REDUCTION OF SHARE CAPITAL BY CANCELLATION OF REPURCHASED SHARES 6. BOARD ELECTIONS 6.1 Re-Election of Mr. Werner Henrich 6.2 Re-Election of Mr. Armin Kessler 6.3 Re-Election of Mr. Jean Malo 6.4 Election of Mr. John J. Greisch as New Board Member 7. ELECTION OF THE STATUTORY AUDITORS Page 1 of 6

3 AGENDA AND PROPOSALS 1. APPROVAL OF THE BUSINESS REPORT CONSISTING OF THE ANNUAL REPORT, THE ANNUAL STATUTORY ACCOUNTS AND THE CONSOLIDATED ACCOUNTS AS OF 31 DECEMBER 2012 The Board of Directors proposes to approve the Business Report. 2. APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION AGAINST RESERVE FROM CAPITAL CONTRIBUTION The Board of Directors proposes a transfer from legal reserve originating from capital contribution to accumulated profit and appropriation of available earnings as follows: Balance brought forward 786,364 Reserves for own shares (treasury shares) ( ) Net income of Total accumulated profit Transfer from legal reserve originating from capital contribution to accumulated profit: Total available earnings Contribution to other legal reserve - Distribution as dividend out of legal reserve originating from capital contribution of CHF 1.00 per registered share ( ) Balance to be carried forward (in CHF thousands) The 6,497,100 repurchased shares earmarked for cancellation pursuant to agenda item 5 as well as all treasury shares held by Actelion Ltd and its subsidiaries are not entitled to dividends. The aggregate amount to be appropriated for dividend payment will be determined on April 22, 2013 based on the number of shares entitled to dividends and will be adjusted accordingly. 3. CONSULTATIVE VOTE ON THE COMPENSATION REPORT The Board of Directors proposes to endorse the Compensation Report (non-binding consultative vote). The Compensation Report is contained on pages 46 to 63 of Actelion Ltd s Annual Report. It Page 2 of 6

4 explains the governance and principles underlying the compensation structure at Actelion Ltd. In addition, the compensation report sets out the remuneration of the Board of Directors and the Actelion Executive Committee in The Annual Report containing the Compensation Report can be found on 4. DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE SENIOR MANAGEMENT The Board of Directors proposes to grant discharge to all members of the Board of Directors and of the Senior Management. 5. REDUCTION OF SHARE CAPITAL BY CANCELLATION OF REPURCHASED SHARES The Board of Directors proposes the reduction of the share capital from currently CHF by the amount of CHF 3,248, to CHF 60,137, 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 special report by the auditor required by law is available. It confirms that all claims are covered despite the share capital reduction. Upon completion of the share capital reduction, Article 3 para. 1 of the Articles of Association will read as follows: Proposed Article 3 para. 1 (changes marked) 1. The fully paid-in Share Capital of the Company amounts to CHF 60,137, and is divided into 120,275,927 registered Shares with a nominal value of CHF 0.50 each. The Annual General Meeting on May 5, 2011, approved a share repurchase program of up to CHF 800 mio. via the second trading line of SIX Swiss Exchange. Between April 1, 2012 and February 28, 2013, Actelion Ltd repurchased 6,497,100 shares under the program. The Board of Directors proposes to reduce the share capital accordingly and to cancel these shares. The external auditor Ernst & Young AG, Basel, determined in a report prepared for the Annual General Meeting that the claims by creditors are fully covered notwithstanding the reduction of the share capital pursuant to this agenda item. 6. BOARD ELECTIONS 6.1 RE-ELECTION OF MR. WERNER HENRICH The term of office of Mr. Werner Henrich is ending on the date of this Annual General Meeting. The Board of Directors proposes that Mr. Werner Henrich shall be re-elected for the Page 3 of 6

5 statutory term of office of three years. 6.2 RE-ELECTION OF MR. ARMIN KESSLER The term of office of Mr. Armin Kessler is ending on the date of this Annual General Meeting. The Board of Directors proposes that Mr. Armin Kessler shall be re-elected for the statutory term of office of three years. 6.3 RE-ELECTION OF MR. JEAN MALO The term of office of Mr. Jean Malo is ending on the date of this Annual General Meeting. The Board of Directors proposes that Mr. Jean Malo shall be re-elected for the statutory term of office of three years. For further information, please refer to the biographies in the Annual Report 2012 (Section Corporate Governance ) or go to Our company Actelion people. 6.4 ELECTION OF MR. JOHN J. GREISCH AS NEW BOARD MEMBER The Board of Directors proposes that Mr. John J. Greisch shall be elected as new member of the Board of Directors for the statutory term of office of three years. Mr. John J. Greisch is currently President (as Executive Director) and Chief Executive Officer of Hill-Rom Holdings, Inc., a leading medical supplier of patient support systems such as hospital beds, therapeutic surfaces and stretchers. Under Mr. Greisch s leadership, Hill-Rom increased its investments in research and development, introducing Smart Bed Technology and new surfaces to the market as well as expanding its Singapore-based Asia-Pacific Innovation Center. Before joining Hill-Rom, Mr. Greisch spent seven years at Baxter International, Inc. in various executive positions in corporate finance, operations and general management. From , he served as Chief Financial Officer and from as President International Operations. Mr Greisch earned a Bachelor s degree in Business Administration from the Miami University, US, and a Master s Degree in Management (MBA equivalent) from the Northwestern University in Illinois, US. Mr. Greisch also serves on the Board of Lurie Children s Hospital in Chicago and is a past member of the Business School Advisory Board for Miami University s Farmer School of Business. Page 4 of 6

6 7. ELECTION OF THE STATUTORY AUDITORS The Board of Directors proposes to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year AGENDA ITEM REQUESTS On February 15, 2013, after a corresponding announcement in the media on February 14, 2013, Actelion Ltd published a notice in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) inviting qualifying shareholders to submit their requests for the inclusion of individual items on the agenda by March 8, No requests have been submitted. ORGANISATIONAL NOTES LOCATION This Annual General Meeting will take place at the Kongresszentrum Basel, Messeplatz 21, 4058 Basel. BUSINESS REPORT The Business Report (Annual Report, Annual Statutory Accounts and Consolidated Accounts) and the Auditors Reports for the year 2012 can be consulted by the Shareholders at the premises of Actelion Ltd, Hegenheimermattweg 95, CH-4123 Allschwil. Registered Shareholders may request a copy of these documents. All documents are also available on the internet on TICKETS OF ADMISSION Shareholders are kindly requested to return the attached form regarding the exercise of voting rights and the appointment of proxy to the Company (c/o SIX SAG AG, PO Box, CH-4601 Olten) by April 12, 2013 at the latest, so their admission card and voting documents can be dispatched to them in time. Admission cards and voting documents will be sent out starting on March 28, EXERCISE OF VOTING RIGHTS AND APPOINTMENT OF PROXY Shares only qualify for voting if entered in the share register with voting rights on April 9, The form attached to this invitation may be used as follows: (i) to order the admission card and the voting documents in order to attend the Annual General Meeting in person or to appoint in writing another shareholder of the Company as proxy; (ii) to appoint the Company as proxy (corporate proxy); or (iii) to appoint the independent proxy, Dr. Caspar Zellweger, attorney at law, Elisabethenstrasse 2, PO Box, CH-4010 Basel. Any signed authorization form sent in blank will be treated as appointment of the independent proxy. In the absence of voting instructions in writing, the independent proxy will vote pursuant to the proposals of the Board of Directors. The Company will only represent Shareholders if they have given no instruction or instructed it to vote pursuant to the Page 5 of 6

7 proposals of the Board of Directors. Any instructions contrary to the proposals of the Board of Directors will be forwarded to the independent proxy. If new proposals are being submitted to the Annual General Meeting according to article 700 para. 3 and 4 Swiss Code of Obligations, the independent proxy and the Company as corporate proxy will, in the absence of specific deviating instructions, vote pursuant to the proposals of the Board of Directors. Institutions subject to the Swiss Federal Act on Banks and Saving Banks of November 8, 1934, as well as professional asset managers, are obliged to inform the Company (c/o SIX SAG AG, PO Box, CH-4601 Olten) as soon as possible but no later than April 17, 2013 of the number and par value of the registered shares they represent. SIMULTANEOUS TRANSLATIONS Simultaneous translation into German and English will be available. Headsets will be provided in the foyer. SPEAKER S DESK Shareholders who wish to speak are requested to notify the speaker s desk (Wortmeldeschalter) situated near the registration desk in advance of the Annual General Meeting. SHAREHOLDER MOTIONS Motions from Shareholders with regard to the agenda items are only permissible if they are put to the Annual General Meeting by the Shareholders themselves or by an individual proxy acting on their behalf. The Company as corporate proxy or the independent proxy will not act as individual proxies in this sense. Allschwil, March 14, 2013 For the Board of Directors: Dr. Jean-Pierre Garnier, Chairman ANNEXES - Form regarding exercise of voting rights and appointment of proxy - Envelope Page 6 of 6

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