Idorsia : Minutes to the Annual General Meeting 2023

Idorsia Ltd

M I N U T E S

O F T H E

A N N U A L G E N E R A L M E E T I N G 2 0 2 3

M a y 4 , 2 0 2 3

K o n g r e s s z e n t r u m B a s e l , M e s s e p l a t z 2 1 , B a s e l

Mathieu Simon, Chairman of the Board of Directors, opened the Annual General Meeting ("AGM") of Idorsia Ltd ("Idorsia" or the "Company") at 09:00 AM.

He introduced the other Board Members present (Jörn Aldag, Felix Ehrat, Srishti Gupta, Peter Kellogg and Jean-Paul Clozel) and welcomed Sophie Kornowski who has been proposed for election to the Board as well as Alain Bachmann, representing the Independent Proxy BachmannPartner AG, the representatives of the auditors, Ernst & Young, and the scrutineers from Credit Suisse and the notary public Bernhard Simonetti.

The Chairman stated that the invitation to the AGM had been sent to the shareholders and the invitation had also been published in the Swiss Official Gazette of Commerce on April 6, 2023.

He noted that the AGM had been called in accordance with the law and the Company's Articles of Association.

In accordance with Art. 12 para. 2 of the Articles of Association, the Chairman appointed Julien Gander, to act as Minute-Taker of the AGM.

The Chairman further made a couple of remarks on the Electronic Voting System.

Finally, the Chairman declared the AGM duly constituted and authorized to validly pass resolutions concerning all agenda items.

Following the Chairman's introductory speech, Jean-Paul Clozel provided a review of the Company's business year and presented Idorsia's pipeline as well as the achieved progress. Answering a question submitted in writing by a shareholder, Jean-Paul Clozel explained the financing strategy for the upcoming few months. While the company privileges non-dilutive options, it has prepared for capital raise should it be needed.

The meeting was attended by 146 shareholders. A total of 89'693'506 shares, or 47.73 % of the total outstanding shares, was represented. In particular, the votes were represented as follows:

-	Independent Proxy	86'184'051 votes	96.09 %
-	Present Shareholders	3'509'455 votes	3.91 %

The Minute-Taker explained that each share carries one vote and announced that resolutions 1

• 7 and 8.4 - 8.6 to be voted upon at the AGM require a simple majority of the votes represented pursuant to art. 13 of the articles of association while resolutions 8.1-8.3 to be voted upon at the AGM require a qualified majority of 2/3 of the votes as well as the simple majority of the nominal share values represented pursuant to art. 14 of the articles of association.

On behalf of Alain Bachmann, he declared that on Tuesday, 2 May 2023, Alain Bachmann provided the company with general information on the instructions received.

Agenda item 1:

Annual Report 2022, Consolidated Financial Statements 2022, Statutory Financial Statements 2022 and Compensation Report 2022

1.1 Approval of Annual Report 2022, Consolidated Financial Statements 2022 and Statutory Financial Statements 2022

The Chairman announced the proposal of the Board of Directors to approve the Annual Report 2022, the Consolidated Financial Statements 2022 and the Statutory Financial Statements 2022.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the Annual Report 2022, the Consolidated Financial Statements 2022 and the Statutory Financial Statements 2022 with 89 271 900 votes in favor, 838 294 abstentions and 338 282 votes against.

1.2 Consultative Vote on the Compensation Report 2022

The Chairman announced the proposal of the Board of Directors to endorse the Compensation Report 2022 by way of a non-binding consultative vote.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has endorsed the Compensation Report 2022 by way of a non-binding consultative vote with 70 991 172 votes in favor, 403 423 abstentions and 19 053 881 votes against.

Agenda item 2:

Appropriation of Available Earnings

The Chairman announced the proposal of the Board of Directors to carry forward the net loss for the year 2022 in the amount of CHF 37'076'000.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the proposal of the Board of Directors with 89 884 032 votes in favor, 231 082 abstentions and 333 362 votes against

Agenda item 3:

Discharge of the Board of Directors and of the Executive Committee

The Chairman announced the proposal of the Board of Directors that all members of the Board of Directors and of the Executive Committee be granted discharge for the financial year 2022.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the proposal of the Board of Directors with 41 047 342 votes in favor, 264 480 abstentions and 660 784 votes against.

Agenda item 4:

Board Elections

Prior to the voting procedure, the Chairman explained that according to Company's Articles of Association the members of the Board, the chairperson and the members of the Compensation Committee must be elected each year for a term of office until the conclusion of the next AGM and that such elections will be carried out individually.

4.1 Re-Election of the Board of Directors

4.1.1 Re-election of Mathieu Simon

Jean-Paul Clozel announced the proposal of the Board of Directors to re-elect Mathieu Simon for a term of office until the conclusion of the 2024 AGM.

There were no speakers on this agenda item.

Upon completion of the voting procedure, Jean-Paul Clozel declared that the AGM has approved the proposal of the Board of Directors to re-elect Mathieu Simon with 89 023 271 votes in favor, 296 841 abstentions and 1 128 364 votes against and congratulated Mathieu Simon to his re-election.

4.1.2 Re-election of Jörn Aldag

The Chairman announced the proposal of the Board of Directors to re-elect Jörn Aldag for a term of office until the conclusion of the 2024 AGM.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the proposal of the Board of Directors to re-elect Jörn Aldag with 89 566 562 votes in favor, 270 779 abstentions and 611 135 votes against and congratulated Jörn Aldag to his re-election.

4.1.3 Re-election of Jean-aul Clozel

The Chairman announced the proposal of the Board of Directors to re-electJean-Paul Clozel for a term of office until the conclusion of the 2024 AGM.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the proposal of the Board of Directors to re-electJean-Paul Clozel with 83 459 609 votes in favor, 187 022 abstentions and 6 801 845 votes against and congratulated Jean-Paul Clozel to his re-election.

4.1.4 Re-election of Felix R. Ehrat

The Chairman announced the proposal of the Board of Directors to re-elect of Felix R. Ehrat for a term of office until the conclusion of the 2024 AGM.

There were no speakers on this agenda item.

Upon completion of the voting procedure, the Chairman declared that the AGM has approved the proposal of the Board of Directors to re-elect on of Felix R. Ehrat with 85 150 612 votes in favor, 944 718 abstentions and 4 353 146 votes against and congratulated on of Felix R. Ehrat to his re-election.