HBM Healthcare Investments : Invitation to the 16th ordinary Shareholders' meeting

Bundesplatz 1, 6300 Zug

Monday, 26 June 2017, 2:00 pm

The admission office opens at 1:30 pm.

Agenda and motions of the Board of Directors:

1. Statutory financial statements and group financial statements 2016/2017; reports of the auditors

   Motion: Approval of statutory financial statements and group financial statements for the 2016/2017 business year

2. Discharge from liability of the members of the Board of Directors and Management

   Motion: Discharge from liability of the members of the Board of Directors and of the Management for the 2016/2017 business year

3. Appropriation of results

   Motions:

4. Appropriation of disposable profit of CHF 81'422'808 as follows:

   in CHF	2016/2017
   profit for the year profit carry forward	74'523'256 6'899'552
   disposable profit	81'422'808
   - allocation to the general legal reserves	0
   - carry forward to the new account	81'422'808

5. Withholding tax-exempt cash distribution from the reserve from capital brought in of CHF 5.80 per entitled share*, i.e. a maximum of CHF 41.0 million.

   * All registered shares in HBM Healthcare Investments Ltd which are not held by the Company itself are entitled to receive a distribution. Changes in the Company's holdings may still change the number of entitled shares.

   In view of the business result for the year, the Board of Directors proposes a cash distri- bution of CHF 5.80 per share, in the form of a withholding tax-exempt dividend from the reserve from capital brought in. Should the motion be passed, the cash payment of CHF 5.80 per registered share will be made on 30 June 2017. Registered shares which are entitled to receive a dividend will be traded for the last time on 27 June 2017. As of 28 June 2017 they will be traded exclusive of any distribution entitlement (ex date).

6. Elections regarding the Board of Directors
7. Re-elections of the Chairman and of the Members of the Board of Directors

   Motions:

8. Re-election of Mr Hans Peter Hasler as Chairman of the Board of Directors to the close of the 2018 Ordinary Shareholders' Meeting

9. Re-election of Prof. Dr h.c. mult. Heinz Riesenhuber as member of the Board of Direc- tors to the close of the 2018 Ordinary Shareholders' Meeting

10. Re-election of Dr Eduard Holdener as member of the Board of Directors to the close of the 2018 Ordinary Shareholders' Meeting

11. Re-election of Mr Robert A. Ingram as member of the Board of Directors to the close of the 2018 Ordinary Shareholders' Meeting

12. Re-election of Dr Rudolf Lanz as member of the Board of Directors to the close of the 2018 Ordinary Shareholders' Meeting

13. Re-election of Mr. Mario Germano Giuliani as member of the Board of Directors to the close of the 2018 Ordinary Shareholders' Meeting

14. Mr Hans Peter Hasler has been a member of the Board of Directors since 2009, and its Chairman since 2011. He is also a member of the Compensation Committee. He knows the biotech business, having spent eight years in leading positions at Biogen Idec and, previously, Wyeth. Mr Hasler is Chairman of the Board of Directors of MIAC AG (Medical Imaging Analysis Center, a not-for-profit organisation of the University Hospital of Basel) and member of the Board of Directors of AOP Orphan Pharmaceuticals AG, Dr. Reddy's Laboratories and Patheon Inc.

    Mr Prof. Dr Heinz Riesenhuber has been a member of the Board of Directors since 2001, and its Vice-Chairman since 2006. He is also a member of the Audit Committee. He is a certified chemist and has 15 years' industry experience as the CEO of subsidiaries of Metallgeschaft AG. Prof. Riesenhuber has been a member of the German Federal Parlia- ment since 1976, and served as Federal Minister of Research and Technology from 1982 to 1993. Prof. Riesenhuber is a member of the Investors Committee of Heidelberg Inno- vation BioScience Venture II.

    Mr Dr Eduard Holdener has been a member of the Board of Directors since 2008. He is an onco-haematologist, and has 14 years' clinical experience in a hospital environment in Switzerland and the USA, as well as 22 years' experience in clinical research and devel- opment at Roche. In his last eight years at Roche, he was Head of Global Clinical Deve-

    lopment, as well as member of the Pharma Executive and the Corporate Executive Com- mittee. Dr Holdener is a member of the Board of Directors of Parexel International Corp. and Chairman of the Board of Directors and CEO of NovImmune SA.

    Mr Robert Ingram has been a Member of the Board of Directors since 2006. He is also a member of the Nominating Committee and a member of the Compensation Committee. He is an economist with world-wide knowledge and personal network in the pharma in- dustry, especially in the USA, where the majority of HBM Healthcare Investments' portfolio companies are based. Mr Ingram worked at GlaxoSmithKline for 20 years, in positions including Chairman, COO and CEO. His is Chairman of the Board of Directors of Novan Inc. and of Viamet Pharmaceuticals Inc., as well as member of the Board of Directors of Cree Inc. and BioCryst Pharmaceuticals Inc.

    Mr Dr Rudolf Lanz has been a member of the Board of Directors since 2003. He is also a member of the Audit Committee and a member of the Nominating Committee. He has a master's degree in economics and a doctorate in law, and has longstanding professional experience in acquisitions, divestments, mergers and major financing transactions. For 20 years, Dr Lanz worked mainly in management positions at Ernst & Young, before founding "The Corporate Finance Group" with partners, and becoming the Chairman of its Board of Directors. Dr Lanz is a member of the Board of Directors of Pearls Fashion Holding AG and of MIAC AG (Medical Imaging Analysis Center, a not-for-profit organisation set up by the University Hospital of Basel).

    Mr Mario Germano Giuliani has been a member of the Board of Directors since 2012. He is also a member of the Compensation Committee. He is an economist. In the course of 16 years at his family pharmaceutical company, Milan-based Giuliani SpA, he has held positions at all levels: member of the Board of Directors since 1999, Chairman of the Board of Directors from 2003-2014 and Chief Executive Officer from 2001-2014. Mr. Giuliani is also a member of the Investment Committee of Mosaix Ventures LLP and Royalty Pharma, a member of the Board of Directors of NGR (Monaco) SAM and Jukka LLC and Chairman of the Board of Directors of Fair-Med Healthcare AG.

15. Re-election of the members of the Compensation Committee

    Motions:

16. Re-election of Mr Mario Germano Giuliani as a member of the Compensation Commit- tee to the close of the 2018 Ordinary Shareholders' Meeting

17. Re-election of Mr Hans Peter Hasler as a member of the Compensation Committee to the close of the 2018 Ordinary Shareholders' Meeting

18. Re-election of Mr Robert Ingram as a member of the Compensation Committee to the close of the 2018 Ordinary Shareholders' Meeting

20. Compensation to the Board of Directors and to the Management
21. Fixed compensation to the Board of Directors

    Motion: Approval of the maximum fixed compensation to the Board of Directors of CHF 450'000 (including social security contributions) for the time between the Ordi- nary Shareholders' Meetings 2017 and 2018

22. Variable compensation to the Board of Directors

    Motion: Approval of the variable compensation to the Board of Directors of CHF 1'413'000, plus pro rata social security contributions of CHF 50'102, for the 2016/2017 business year

23. Fixed compensation to the Management

    Motion: Approval of the maximum fixed compensation to the Management of CHF 330'000 (including social security contributions) for the time between 1 July 2017 and 30 June 2018

    The amounts proposed are explained in detail in the Compensation Report. Due to the fact that the High Water Mark has been exceeded, Members of the Board of Directors are entitled to a variable compensation for the financial year 2016/2017. There is currently no agreement for a variable compensation to the Management in place.

24. Appointment of auditors

    Motion: Re-appointment of Ernst & Young AG, Zurich, as auditors of the statutory finan- cial statements and the group financial statements for the 2017/2018 business year

25. Appointment of independent proxy-holder

    Motion: Appointment of KBT Treuhand AG, Zurich, as independent proxy-holder to the close of the 2018 Ordinary Shareholders' Meeting

26. Reduction of share capital by means of cancellation of own shares

27. Motion: (1) Reduction of share capital of CHF 427'050'000.-- to CHF 411'840'000.-- by cancellation of 260'000 registered shares at a par value of CHF 58.50 each;

28. Formal acknowledgement of the audit report from Ernst & Young AG, which states that creditor receivables are covered in full even after the share capi- tal has been reduced;

29. Amendment of Art. 3 of the Articles of Association, concerning share capi- tal, as follows (changes marked):

"The share capital of the corporation is CHF 427'050'000.-- 411'840'000.-- and is divided in 7'300'000 7'040'000 registered shares with a par value of CHF 58.50 each. All shares are fully paid in."

As part of the 2014 and 2016 share buy-back programmes, up to the date on which this invitation was sent out, the Company acquired another 260'000 of its own shares, i.e. about 3.6 % of the shares outstanding, via a second trading line on SIX Swiss Exchange AG, which are to be cancelled at the Ordinary Shareholders' Meeting.