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Expert Corporate Governance Service (ECGS)
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Idorsia - AGM 03 May 2019

ITEM 1.2 - Advisory vote on the remuneration report. The transparency of the remuneration report is insufficient. The remuneration report is not in line with Ethos' guidelines. Ethos recommends to OPPOSE.

ITEM 4 - Approve renewal and increase of authorised capital. The requested authority to issue shares, without tradable pre-emptive rights, for general financing purposes, exceeds 15% of the issued capital. In case of approval of the request, the aggregate of all authorities to issue shares without tradable pre-emptive rights for general financing purposes would exceed 20% of the issued share capital. Ethos recommends to OPPOSE.

ITEM 5.1.2 - Re-elect Dr. med. Jean-Paul Clozel. He is also a permanent member of the executive management (CEO). Ethos recommends to OPPOSE.

ITEM 6.1 - Binding prospective vote on the total remuneration of the board of directors. The remuneration is significantly higher than that of the peer group. Ethos recommends to OPPOSE.

ITEM 6.2 - Binding prospective vote on the total remuneration of the executive management. The information provided is insufficient. The total amount allows for the payment of significantly higher remuneration than that of a peer group. The remuneration structure is not in line with Ethos' guidelines. Ethos recommends to OPPOSE.

Underlying
Idorsia AG

Idorsia Ltd is a Switzerland-based biopharmaceutical company, which specializes in the discovery and development of small molecules, to meet significant unmet medical needs. The Company will have a diverse clinical development pipeline comprising several compounds being investigated in multiple therapeutic areas, including central nervous system disorders, cardiovascular disorders, immunological disorders and orphan diseases. The Company's development compounds target a number of different diseases such as: Resistant Hypertension, Systemic lupus erythematosus, Chronic insomnia and Fabry disease, among others.

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Proxinvest

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