OREANDA-NEWS. The Board of Valartis Group AG invites the shareholders of Valartis Group AG to the 28th Ordinary General Meeting 2016. This meeting takes place on Tuesday, 28 June 2016 at 5 p.m. at the ConventionPoint, SIX Management AG, Selnaustrasse 30, 8001 Zurich.

Change to the Board of Directors
In November 2015, the number of members of the Board of Directors and the Compensation Committee dropped below the minimum number of three members as required by the Articles of Association due to the withdrawal of two members of the Board of Directors before expiration of their period of office. Mr Stephan H?berle has acted - as a short-term solution - in a double function both as Board member and as Group CEO of Valartis Group since the Extraordinary General Meeting of Shareholders on 15 January 2016. Stephan H?berle is no longer available for re-election as a member of the Board of Directors. The Board of Directors would like to thank Mr H?berle for his willingness to perform this double function during the current crisis. The Board of Directors proposes Mr Philipp LeibundGut for replacement election of the Board.

Agenda and motions from the Board of Directors
1     Annual Report 2015
      Motion: Endorsement of the Valartis Group consolidated financial statements and status report together with the Valartis Group AG annual accounts, as well as acknowledgement of the auditor's report.
                  
2     Discharge of liability for members of the Board of Directors and Group Executive Management
      Motion: Discharge of liability be granted to members of the Board of Directors and Group Executive Management.
                  
3     Appropriation of retained earnings of Valartis Group AG           
      Motion:           
                  
      Profit brought forward from previous year     CHF     134,752,830
      Annual loss 2015 of Valartis Group AG     CHF      -86,040,960
      Withdrawals from/allocations to free reserves     CHF     0
      Retained earnings     CHF     48,711,870
      Dividend on capital entitled to dividends     CHF     0
      Balance carried forward     CHF      48,711,870

4     Consultative vote on Compensation Report 2015
      The Compensation Report 2015 contains further information and can be viewed under www.valartisgroup.ch, Investor Relations.
      Motion: Endorsement of Compensation Report 2015 (consultative vote).
                  
5     Endorsement of compensation for members of the Board of Directors and Group Executive Management
      In accordance with the provisions of the Articles of Association, the Board of Directors proposes separate votes on compensation for members of the Board of Directors and Group Executive Management at the General Meeting 2016.
                  
5.1     Total compensation for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017
      Motion: Endorsement of total compensation amounting to CHF 650,000 for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017.
                  
5.2     Total compensation for Group Executive Management (excluding bonuses paid to members of Group Executive Management) for FY 2017
      Motion: Endorsement of total compensation amounting to CHF 900,000 (fixed com­pensation) for Group Executive Management for the financial year ending 31.12.2017.
                  
5.3     Bonuses paid to Group Executive Management for FY 2015
      Motion: Endorsement of no bonus payments to Group Executive Management for the financial year ending 31.12.2015 (no variable compensation).

Shareholders who wish to attend the General Meeting, or who would like to be represented at the Meeting, can order admission tickets up to 21 June, 2016, at the latest, via their custodian bank. Tickets will be issued up to 23 June, 2016. The custodian banks will receive admission tickets from Valartis Advisory Services SA, Frau Sabina Buchmann, St. Annagasse 18, 8001 Zurich, Fax +41 44 503 5449, following submission of confirmation of blocking of shares. The banks will then forward tickets to the respective shareholders. The corresponding shares remain blocked up to conclusion of the General Meeting.

Power of proxy
We have appointed Martin Rechtsanw?lte GmbH, Attorneys-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights at the General Meeting 2016. If you would like to authorise Martin Rechtsanw?lte GmbH, Attorneys-at-Law, to act as proxy, please send your admission ticket, together with your authorisation and any instructions, in writing, by no later than 23 June, 2016, (date of receipt) to the above address. A shareholder of Valartis Group AG may only be represented at the General Meeting by their legal representative, another shareholder who is entitled to vote, or the independent proxy for voting rights. Power of proxy may only be issued for one General Meeting.

Online platform Sherpany - electronic remote voting via proxy and instructions to the independent voting proxy
The required login data will be sent to shareholders, together with written documentation on the General Meeting, so that shareholders may then decide whether to attend in person, be represented, or participate electronically via proxy and instructions to the independent voting proxy. Electronic participation, or any alterations to instructions which are submitted electronically, will be possible up to Thursday, 23 June, 2016, 23:59 hours, at the latest.

Leaving the General Meeting prior to its conclusion
In order to ensure the correct calculation of attendance figures, voting material which has not been used must be handed in at the exit when leaving the General Meeting prior to its conclusion.

Proposals on agenda items from shareholders
Proposals on agenda items from shareholders are only permissible if they are put to the General Meeting by the individual shareholder, or by an authorised individual proxy. The independent proxy for voting rights may not act as authorised individual proxy in this case.