Idorsia Pharmaceuticals Ltd

Idorsia holds its third Annual General Meeting of Shareholders

Idorsia holds its third Annual General Meeting of Shareholders

Allschwil, Switzerland – May 13, 2020
At today’s Annual General Meeting (AGM) of Idorsia Ltd (SIX: IDIA) held in Allschwil, Switzerland, shareholders voted in favor of all proposals by the Board of Directors with a large majority.

The meeting was held in accordance with the requirements of the COVID‑19 Ordinance 2, issued by the Swiss Federal Council on March 13, 2020. As a result, attendance in person was not possible and voting took place by independent proxy only. In total, 4,257 shareholders voted through the independent proxy, representing a total of 88,259,553 shares, or 67.25% of the total outstanding shares.

Jean-Paul Clozel, MD, Board member, and Chief Executive Officer of Idorsia, commented:
“Unusual times require unusual measures and unfortunately we were unable to welcome our shareholders to this year's AGM. I do hope that all of our shareholders are staying safe and well during this difficult time. It is all the more regrettable, as we were not able to give Jean-Pierre Garnier a proper farewell at his last AGM of Idorsia. Jean-Pierre served as Chairman for Idorsia – and before that for Actelion – for nearly 9 years and was instrumental in securing significant value for its shareholders through the acquisition by Johnson & Johnson. As part of that transaction Idorsia was born, thereby creating additional value for the loyal shareholders.”

Jean-Paul continued:
“As Chairman of Idorsia, Jean-Pierre's contribution to putting Idorsia on the road to success was extremely important during the transition period and he now hands over a well-positioned company with everything needed to become a fully-fledged biopharmaceutical company. I would like to thank Jean-Pierre for his passion and dedication – and on a personal note for his tutelage over the past 10 years. I would also like to thank both Bob Bertolini and John Greisch who have served a long tenure as Chairmen of the sub-committees of the Board and who were also instrumental in the success of both companies.”

Jean-Paul concluded:
“Now looking forward, I am delighted that, together with Jean-Pierre and the Board, we have been able to secure the continuation of a very professional and committed Board. With Mathieu Simon we have an experienced successor to Chair the Board of Idorsia. With Viviane Monges and the new addition of Joern Aldag, Michel de Rosen, Felix R. Ehrat, and Sandy Mahatme the Board will be key for the strong growth ahead.”

Mathieu Simon, MD, Chairman of the Board of Directors of Idorsia, commented:
“I am honored that the shareholders of Idorsia have placed their trust in me to lead the Board which is served by a group of highly qualified Directors. Idorsia has made impressive progress in the first three years to bring the potential that we see in the diverse pipeline to fruition. With its first Phase 3 study delivering very positive results, the future looks very bright and I’m very excited to be guiding the strategy as we prepare to bring our products to patients.”
The shareholders approved the Annual Report 2019, together with the Statutory and the Consolidated Financial Statements for 2019. Shareholders also endorsed the 2019 compensation report by way of consultative vote.

Shareholders approved the aggregate maximum compensation for the Board of Directors (Non-Executive Directors) for the term until the AGM 2021 and the aggregate compensation amount for the Idorsia Executive Committee (IEC) for the financial year 2020.

The shareholders granted discharge to all members of the Board of Directors and of the Executive Management for the financial year 2019.

Shareholders approved an increase to both the conditional and authorized share capital, providing the flexibility to support the company’s growth plan, to prepare to launch the company’s first product, and the ability to fund the company’s research and clinical development programs as well as other strategic projects.

The shareholders elected all Board members who stood for re-election and elected Joern Aldag, Michel de Rosen, Felix R. Ehrat, and Sandy Mahatme as new Board members for a term of office until the conclusion of the AGM 2021.

In addition, the shareholders elected Mathieu Simon as Chairman of the Board and Viviane Monges, Mathieu Simon, Joern Aldag, Michel de Rosen, and Felix R. Ehrat to the Nominating, Governance and Compensation Committee.

Following the AGM, the Board of Directors of Idorsia comprises a total of 7 members: Mathieu Simon (Chairman), Jean-Paul Clozel, Viviane Monges, Joern Aldag, Michel de Rosen, Felix R. Ehrat, and Sandy Mahatme.

BachmannPartner Sachwalter und Treuhand AG, represented by Mr Alain Bachmann, was elected as Independent Proxy for a term of office until the conclusion of the AGM 2021.

Ernst & Young was re-elected as the company's statutory auditors for the business year 2020.

Notes to the editor

About Idorsia
Idorsia Ltd is reaching out for more - We have more ideas, we see more opportunities and we want to help more patients. In order to achieve this, we will develop Idorsia into one of Europe’s leading biopharmaceutical companies, with a strong scientific core.

Headquartered in Switzerland - a biotech-hub of Europe - Idorsia is specialized in the discovery and development of small molecules, to transform the horizon of therapeutic options. Idorsia has a broad portfolio of innovative drugs in the pipeline, an experienced team, a fully-functional research center, and a strong balance sheet – the ideal constellation to bringing R&D efforts to business success.

Idorsia was listed on the SIX Swiss Exchange (ticker symbol: IDIA) in June 2017 and has over 800 highly qualified specialists dedicated to realizing our ambitious targets.

For further information, please contact
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123 Allschwil
+41 58 844 10 10

The above information contains certain "forward-looking statements", relating to the company's business, which can be identified by the use of forward-looking terminology such as "estimates", "believes", "expects", "may", "are expected to", "will", "will continue", "should", "would be", "seeks", "pending" or "anticipates" or similar expressions, or by discussions of strategy, plans or intentions. Such statements include descriptions of the company's investment and research and development programs and anticipated expenditures in connection therewith, descriptions of new products expected to be introduced by the company and anticipated customer demand for such products and products in the company's existing portfolio. Such statements reflect the current views of the company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.