| No. |
Proposition |
|
For |
Against |
Abstain |
| 1 |
THAT THE AUDITED SWISS STATUTORY STANDALONE FINANCIAL STATEMENTS AND THE AUDITED SWISS STATUTORY CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR FISCAL YEAR 2025 BE AND ARE HEREBY APPROVED |
|
|
|
|
| 2 |
THAT THE APPROPRIATION OF THE ACCUMULATED LOSS FOR FISCAL YEAR 2025 BE AND IS HEREBY APPROVED |
|
|
|
|
| 3 |
THAT THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM BE AND ARE HEREBY DISCHARGED FROM LIABILITY FOR ACTIVITIES DURING THE APPLICABLE PERIOD UNDER SWISS LAW |
|
|
|
|
| 4 |
THAT "DR. OLIVIER BRANDICOURT" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 5 |
THAT "DR. MARGARET DUGAN" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 6 |
THAT "MR. ANTHONY C. HOOPER" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 7 |
THAT "MR. JOHN V. OYLER" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 8 |
THAT "DR. ALESSANDRO RIVA" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 9 |
THAT "MS. SHALINI SHARP" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 10 |
THAT "DR. XIAODONG WANG" BE AND IS HEREBY RE-ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 11 |
THAT "DR. FELIX J. BAKER" BE AND IS HEREBY ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 12 |
THAT "MS. ELIZABETH F. MOONEY" BE AND IS HEREBY ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 13 |
THAT "DR. CHARLES L. SAWYERS" BE AND IS HEREBY ELECTED TO SERVE AS A DIRECTOR OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 14 |
THAT "MR. JOHN V. OYLER" BE AND IS HEREBY RE-ELECTED TO SERVE AS CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 15 |
THAT "DR. MARGARET DUGAN" BE AND IS HEREBY RE-ELECTED TO SERVE AS A MEMBER OF THE COMPENSATION COMMITTEE OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 16 |
THAT "MS. ELIZABETH F. MOONEY" BE AND IS HEREBY ELECTED TO SERVE AS A MEMBER OF THE COMPENSATION COMMITTEE OF THE COMPANY FOR A TERM EXTENDING UNTIL COMPLETION OF THE 2027 ANNUAL GENERAL MEETING |
|
|
|
|
| 17 |
THAT SCHWEIGER ADVOKATUR/NOTARIAT BE AND IS HEREBY ELECTED TO SERVE AS THE INDEPENDENT VOTING REPRESENTATIVE FOR A ONE-YEAR TERM ENDING AT THE CLOSING OF THE 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS, INCLUDING ANY EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PRIOR TO THE 2027 ANNUAL GENERAL MEETING OF SHAREHOLDERS |
|
|
|
|
| 18 |
THAT THE APPOINTMENT OF ERNST & YOUNG LLP, ERNST & YOUNG AND ERNST & YOUNG HUA MING LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 BE AND IS HEREBY RATIFIED, AND ERNST & YOUNG AG BE AND IS HEREBY RE-ELECTED AS THE COMPANY'S STATUTORY AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 |
|
|
|
|
| 19 |
THAT THE BOARD OF DIRECTORS IS HEREBY AUTHORIZED TO FIX THE AUDITORS' COMPENSATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 |
|
|
|
|
| 20 |
THAT, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 BE AND IS HEREBY APPROVED |
|
|
|
|
| 21 |
THAT, THE MAXIMUM AGGREGATE COMPENSATION FOR THE BOARD OF DIRECTORS FOR THE PERIOD BETWEEN THE 2026 ANNUAL GENERAL MEETING AND THE 2027 ANNUAL GENERAL MEETING, BE AND IS HEREBY APPROVED |
|
|
|
|
| 22 |
THAT, THE MAXIMUM AGGREGATE COMPENSATION FOR THE EXECUTIVE MANAGEMENT TEAM FOR FISCAL YEAR 2027 BE AND IS HEREBY APPROVED |
|
|
|
|
| 23 |
THAT, ON AN ADVISORY BASIS, THE SWISS STATUTORY COMPENSATION REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 BE AND IS HEREBY APPROVED |
|
|
|
|
| 24 |
THAT, ON AN ADVISORY BASIS, THE SWISS STATUTORY NON-FINANCIAL MATTERS REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 BE AND IS HEREBY APPROVED |
|
|
|
|
| 25 |
THAT THE FIFTH AMENDED AND RESTATED 2016 SHARE OPTION AND INCENTIVE PLAN BE AND IS HEREBY APPROVED |
|
|
|
|
| 26 |
THAT THE CONSULTANT SUBLIMIT IN THE FIFTH AMENDED AND RESTATED 2016 SHARE OPTION AND INCENTIVE PLAN BE AND IS HEREBY APPROVED |
|
|
|
|
| 27 |
THAT THE SIXTH AMENDED AND RESTATED 2018 EMPLOYEE SHARE PURCHASE PLAN BE AND IS HEREBY APPROVED |
|
|
|
|
| 28 |
THAT THE GRANTING OF A SHARE ISSUE MANDATE TO THE BOARD OF DIRECTORS TO ISSUE, ALLOT OR DEAL WITH UNISSUED ORDINARY SHARES AND/OR AMERICAN DEPOSITARY SHARES ("ADSS") (INCLUDING ANY SALE OR TRANSFER OF TREASURY SHARES OUT OF TREASURY) NOT EXCEEDING 20% OF THE TOTAL NUMBER OF ISSUED SHARES (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS) |
|
|
|
|
| 29 |
THAT THE GRANTING OF A SHARE REPURCHASE MANDATE TO THE BOARD OF DIRECTORS TO REPURCHASE AN AMOUNT OF ORDINARY SHARES (EXCLUDING THE COMPANY'S ORDINARY SHARES LISTED ON THE SCIENCE AND TECHNOLOGY INNOVATION BOARD OF SHANGHAI STOCK EXCHANGE (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS) |
|
|
|
|
| 30 |
THAT THE COMPANY AND ITS UNDERWRITERS BE AND ARE HEREBY AUTHORIZED, IN THEIR SOLE DISCRETION, TO ALLOCATE TO AMGEN INC. ("AMGEN"), UP TO A MAXIMUM AMOUNT OF SHARES IN ORDER TO MAINTAIN THE SAME SHAREHOLDING PERCENTAGE (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS) |
|
|
|
|
| 31 |
THAT THE ADJOURNMENT OF THE ANNUAL MEETING BY THE CHAIRMAN, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE ANY OF THE PROPOSALS DESCRIBED ABOVE, BE AND IS HEREBY APPROVED |
|
|
|
|