Actelion's Annual General Meeting of Shareholders held in Basel, Switzerland - All Board proposals approved
ALLSCHWIL/BASEL, SWITZERLAND - 08 May 2014 - At today`s Annual General Meeting (AGM) of Actelion Ltd (ATLN.VX), held in Basel, Switzerland, shareholders voted in favor of all proposals by the Board of Directors with a significant majority.
The meeting was attended by 220 shareholders. A total of 62`836`116 shares or 52.25% of the total outstanding shares were represented.
Led by the Chairman of the Board, Jean-Pierre Garnier, the company presented a review of the 2013 performance. Highlights included the strong financial results, approval and subsequent successful launch of its new medicine Opsumit®, continued demand for key products Tracleer® and Veletri®, strengthening of its specialty franchise through the acquisition of US company Ceptaris, and considerable progress in clinical development. The chairman reminded the shareholders that Actelion once again created substantial value in 2013, with a total shareholder return of 76%.
The shareholders approved the Business Report consisting of the Annual Report, the Annual Statutory Accounts and the Consolidated Accounts for the year 2013.
A proposal by the Board to appropriate available earnings from capital contribution and distribute as a dividend in the amount of CHF 1.20 per registered share was passed by shareholders. The ex-dividend date will be 12 May 2014 and the payment will be made on 15 May 2014.
Shareholders endorsed the 2013 compensation report by way of consultative vote.
The shareholders granted discharge to all members of the Board of Directors and of the Senior Management.
A proposal by the Board to reduce share capital by cancellation of repurchased shares was approved by the shareholders.
Actelion`s shareholders re-elected all members of the Board which stood for election for a term of office until the conclusion of the 2015 AGM. In addition, the shareholders elected Mr. Jean-Pierre Garnier as Chairperson of the Board and Werner Henrich, Jean-Pierre Garnier and John J. Greisch to the Compensation Committee.
Mr. Armin Kessler did not stand for re-election at the 2014 AGM. Commenting on his long service, Jean-Pierre Garnier, Chairman of the Board of Directors, said: "Armin Kessler has served as an integral member of Actelion`s Board of Directors for 10 years. During this time his in-depth and vast knowledge of the pharmaceutical industry as well as his mentoring skills have helped Actelion to become the successful global player it is today. He has served Actelion`s shareholders well and we thank him for his dedicated service."
Following the AGM, the Board of Directors of Actelion comprises a total of 10 members: Jean-Pierre Garnier (Chairman), Juhani Anttila, Robert Bertolini, Jean-Paul Clozel, Carl Feldbaum, John J. Greisch, Peter Gruss, Werner Henrich, Michael Jacobi, and Jean Malo.
BDO AG, represented by Mr. Marc Schaffner, was elected as Independent Proxy for a term of office until the conclusion of the 2015 AGM.
Ernst & Young was re-elected as the Company`s statutory auditors for the business year 2014.
Shareholders also approved the proposed revisions to the Articles of Association, including the modifications which ensure compliance with the Federal Council`s Ordinance in relation to the "Minder initiative".
Specifically, shareholders agreed to the principles proposed by the Board with regards to the remuneration of the members of the Board of Directors and the Core Executive Committee. As a result, shareholders will be asked to vote on a combination of binding and advisory votes at the 2015 AGM as follows:
Binding approval of the maximum aggregate amount of the compensation for the Board of Directors for the period until the 2016 AGM;
Binding approval of the aggregate compensation amount for the Core Executive Committee for 2016; and
A non-binding consultative vote on the company`s annual compensation report 2014, in which the amounts of the compensation received by the Board of Directors and the Core Executive Committee, as well as further details regarding the remuneration structure, will be disclosed.
Finally, shareholders approved the reduction of conditional capital reserved for employee options and convertible debt instruments as well as the creation of authorized capital permitting the Company to issue up to 13`000`000 new shares. The company believes that this will provide strategic and financial flexibility, should the need arise for additional capital.
###
NOTES TO THE EDITOR
ABOUT ACTELION LTD.
Actelion Ltd. is a leading biopharmaceutical company focused on the discovery, development and commercialization of innovative drugs for diseases with significant unmet medical needs.
Actelion is a leader in the field of pulmonary arterial hypertension (PAH). Our portfolio of PAH treatments covers the spectrum of disease, from WHO Functional Class (FC) II through to FC IV, with oral, inhaled and intravenous medications. Although not available in all countries, Actelion has treatments approved by health authorities for a number of specialist diseases including Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers in patients suffering from systemic sclerosis, and mycosis fungoides in patients with cutaneous T-cell lymphoma.
Founded in late 1997, with now over 2,400 dedicated professionals covering all key markets around the world including the US, Japan, China, Russia and Mexico, Actelion has its corporate headquarters in Allschwil / Basel, Switzerland.
Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN) as part of the Swiss blue-chip index SMI (Swiss Market Index SMI®). All trademarks are legally protected.
For further information please contact:
Andrew Jones
Director, Corporate Communications
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
www.actelion.com
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Actelion Pharmaceuticals Ltd via GlobeNewswire
HUG#1783819
