Basilea Pharmaceutica : Minutes_EN

English translation of the German original minutes

Minutes of the 22nd Annual General Meeting of Basilea Pharmaceutica Ltd ("Basilea"),

held on April 26, 2023 in Basel

Agenda

1. Annual report, financial statements, and consolidated financial statements for 2022
2. Appropriation of the results
3. Discharge of the members of the board of directors and of the management committee
4. Election of the chairman and the members of the board of directors
5. Election of the members of the compensation committee
6. Compensation for the board of directors and the management committee
7. Amendments to the articles of association
8. Introduction of a capital band including conditional capital based on the capital band
9. Election of the independent proxy
10. Election of the auditors

The chairman of the board of directors, Domenico Scala, called the meeting to order at 2:00 pm and took the chair.

The Chairman noted that the members of the board of directors who were standing for reelection and all members of the management committee were present. The Chairman stated that Mr. Daniel Anliker was present as the representative of Basilea's statutory au- ditor, PricewaterhouseCoopers Ltd.

He appointed Damian Heller, Corporate Secretary, to write the minutes of the meeting and stated that Andrea Schmutz would also write the minutes for agenda items 4, 7, and

8 in her function as public notary. The Chairman appointed Mr. Yves Ackermann of Com- putershare Schweiz AG to act as vote teller and stated that Dr. Caroline Cron was present as the Independent Proxy for shareholders.

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The Chairman gave an overview of the development of the company. He stated that since the last annual general meeting at which shareholders could attend physically, Basilea had reached important milestones; in particular, Basilea had implemented the strategic refocus on anti-infectives, allowing the company to focus entirely on this important therapeutic area. In the US, Basilea's antifungal Cresemba® was now even the market leader in terms of value among the newer antifungals. In addition, the phase 3 studies with Ba- silea's antibiotic ceftobiprole were successfully completed in 2019 and 2022. These formed the basis for the planned new drug application, seeking approval in the US, which is the most important market for ceftobiprole. The Chairman further highlighted the operational progress and the move to the newly built office and laboratory space in the Switzer- land Innovation Park Basel Area Main Campus. In 2022, Basilea has reported a net profit at group level, one year ahead of Basilea's initial guidance, while significantly reducing the debt by repaying the 2022 convertible bonds. The Chairman further explained the decision to focus exclusively on anti-infectives going forward and highlighted that thanks to the strategic refocusing, Basilea was in a stronger financial position to make investments in anti-infectives.

After this overview, the Chairman gave the floor to the Chief Executive Officer, Mr. David Veitch, who provided an overview of Basilea's marketed antifungal Cresemba® and antibiotic Zevtera® and explained that Basilea was actively looking to in-license additional anti- infective assets to complement these commercial brands and Basilea's early research stage projects. He further stated that due to the profile of Cresemba® and its benefits over existing treatments, the usage and thus sales of Cresemba® by Basilea's distribution and license partners have been growing globally very well; sales of approximately USD 373 million were generated in the year 2022. He further explained that Basilea's key focus related to its broad-spectrum hospital antibiotic Zevtera® was to obtain the regulatory approval in the US and access the US market, and that Basilea was planning to submit the US regulatory submission in the third quarter of 2023. If the submission was approved, Basilea would have 10 years of market exclusivity from the approval date. He further outlined that 2022 was a strong year, characterized by Basilea exceeding its initial guidance on revenues, expenses and operating profit; this also resulted in a positive operating cash flow for the year. He further explained that Basilea has reduced its debt level by approximately CHF 50 million and planned to continue to reduce its debt over the next 18 months, thereby strengthening its balance sheet.

As there were no questions from shareholders, the Chairman moved on to the formal part of the meeting according to the agenda.

The Chairman stated that the annual general meeting was properly constituted. Timely notice had been provided to the shareholders by letter and by publication in the Swiss Official Gazette of Commerce of April 3, 2023.

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The Chairman explained that the minutes of the last annual general meeting were available for review on Basilea's website and that the minutes of this year's annual general meeting would be available on the company's website as well.

Concerning voting rights, he stated that those shareholders who were registered as shareholders with voting rights in the share register of Basilea by the record date set by the board of directors were authorized to exercise their voting rights at today's meeting. The record date set by the board of directors was April 18, 2023.

The Chairman stated that no quorum of attendance was required and that the meeting could take decisions on all matters. The Chairman further stated that each share carried one vote, and that generally for valid decisions to be reached, the majority of the votes represented would be required, except for agenda items 7d, 7e, and 8 where a qualified two-thirds majority would be required.

The Chairman further stated that the final decision on the procedure for voting and holding elections rested with him and that voting and elections would be accomplished through the electronic voting system.

The Chairman presented the composition of the meeting:

• Present shareholders or their authorized representatives, including the Independent Proxy: 105
• Shares and corresponding votes represented: 4,334,206
• Shares/votes represented in % of the total share capital: 33.09%
• The shares were represented as follows:
• • Shares represented by the Independent Proxy: 4,295,700 votes
  • Present shareholders/representatives: 38,506 votes
• The absolute majority of votes represented stood at 2,167,104 votes
• Two-thirdsmajority of votes represented stood at 2,889,471 votes

The Chairman noted that no shares held by the company itself or by its affiliated companies were represented at the meeting.

He also explained that the shareholders had received together with the invitation a form to instruct the Independent Proxy and that the shareholders had also been informed of the option to give online instructions. He further explained that if shareholders had authorized the Independent Proxy to exercise their voting rights but had not given detailed instructions on how to vote on the individual agenda items, the Independent Proxy would exercise the voting rights pursuant to the respective motions or recommendations of the board of directors. The Chairman noted that this procedure would also apply if the general meet-

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ing voted on any other motions or agenda items which were not announced in the invita- tion, and that the shareholders also had the possibility to give deviating written instructions to the Independent Proxy for such cases.

The Chairman stated that the meeting was quorate for all agenda items.

The Chairman provided explanations about the electronic voting device and the electronic voting procedure. The Chairman asked whether there were any questions or comments to his explanations. As there were no questions, he turned to agenda item 1.

Agenda item 1

Annual report, financial statements and consolidated financial statements for 2022

The Chairman noted that the annual report 2022, the financial statements, and the consolidated financial statements with the reports of the auditors were available on the com- pany's website, and from April 3, 2023 these reports were available for inspection at the premises of Basilea. Further, together with the invitation, the shareholders had been provided with a form to order the reports. The Chairman indicated that Mr. Daniel Anliker of PricewaterhouseCoopers Ltd. had informed him before the meeting that he had no further comments to the written auditor reports. The board of directors proposed to approve the annual report, the financial statements and the consolidated financial statements for 2022.

Peter Ulli, resident in Lungern, explained that he had been a shareholder of Basilea for several years and that Basilea's share price has repeatedly risen and then fallen again during this time. He asked for the reasons for the delay in the filing of the new drug application for ceftobiprole in the US and whether the delay had any consequences for Basile- a's board of directors and management.

The Chairman explained that the share prices of most biotech companies are volatile; especially in the early years of a company. However, with Cresemba®, Basilea now had a marketed product that has proven itself in the market, with which Basilea could grow and which will allow Basilea to reduce its debt. This would also provide benefit for the share- holders. Basilea as a group became profitable in 2022 and Basilea expected a profit also for 2023. He further stated that Basilea, following the successful completion of the phase 3 studies with ceftobiprole, was preparing the new drug application seriously. During the preparation of the new drug application, all suppliers would be checked and prepared for the inspections to be conducted by the relevant authorities. In this respect, Basilea was proceeding cautiously, so that the inspection of the suppliers by the US FDA could be conducted successfully. For this reason, Basilea decided to submit the application later than planned in order to allow one supplier to adjust its quality systems before the inspec- tion.

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David Veitch added that the delay would not affect the 10-year market exclusivity for ceftobiprole in the US; the 10-year market exclusivity for ceftobiprole in the US would only start once the approval would have been granted.

Mr. Maître, resident in Allschwil, inquired about the name of the supplier. David Veitch replied that Basilea would not publicly disclose the names of its suppliers.

There were no further questions asked and the annual report, the financial statements, and the consolidated financial statements for 2022 were approved with 4,256,462 (98.19%) yes-votes, 14,504 (0.33%) no-votes, and 63,750 (1.48%) abstentions (total of 4,334,716 (100%) votes cast).

Agenda item 2

Appropriation of the results

The board of directors proposed that the accumulated deficit of CHF 32,557,000 be carried forward to new accounts.

The Chairman provided explanations to this agenda item that were also included in the invitation to the meeting.

There were no questions asked. The general meeting decided to carry forward the accumulated deficit of CHF 32,557,000 with 4,298,843 (99.17%) yes-votes, 15,000 (0.34%) no-votes, and 20,873 (0.49%) abstentions (total of 4,334,716 (100%) votes cast).

Agenda item 3

Discharge of the members of the board of directors and of the management committee

The Chairman stated that the members of the board of directors and of the management committee were not entitled to vote on this agenda item.

There were no questions asked. The general meeting duly granted discharge to the members of the board of directors and of the management committee for their management of the company in the business year 2022 with 4,136,310 (95.49%) yes-votes, 117,359 (2.70%) no-votes, and 77,928 (1.81%) abstentions (total of 4,331,597 (100%) votes cast).

Agenda item 4

Election of the chairman and the members of the board of directors

The board of directors proposed the re-election of Domenico Scala as chairman of the board of directors and the re-election of Leonard Kruimer, Dr. Martin Nicklasson, Dr. Ni- cole Onetto, and Dr. Thomas Werner as members of the board of directors, and the election of Dr. Carole Sable as new member of the board of directors. Steven D. Skolsky did

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