Dear shareholders, ladies and gentlemen. On behalf of the board of directors and the executive committee, I welcome you to the third ordinary shareholders' meeting of Oculis Holding AG. My name is Anthony Rosenberg, and I am the chairperson of the board of directors. As you may have noticed, we have microphones recording this meeting, and this meeting with the slides is broadcast live. Let us begin by addressing the constitution of the ordinary shareholders' meeting of our company. The ordinary shareholders' meeting has been convened in compliance with the statutory notice period and under publication of the full agenda in the Swiss Official Gazette of Commerce on the 21st of April, 2026. In addition, shareholders entered into the share register were invited to this meeting by letter dated 21st of April, 2026.
Therefore, the invitation to this ordinary shareholders' meeting has been made in due form and on due time. The documents mentioned in the invitation have also been made available on our website. I would now like to introduce you to a number of persons. As secretary and vote counter of today's ordinary shareholders' meeting, I appoint Dr. Matthias Staehelin of VISCHER AG.
Good morning.
Our auditors at PricewaterhouseCoopers SA are represented by Alex Fuhrer. As independent proxy according to Article 689c of the Swiss Code of Obligations Acts, PST Legal AG, represented by Adrian Severin. As notary authorized to practice in the Canton of Zug, Dr. Markus Zwicky of Zwicky & Partner Notary, Zug. Good morning. Morning. I also note that the following board members are present: Riad Sherif, Lionel Carnot, Christina Ackermann, Geraldine O'Keeffe, and Gregory Perry, our director nominee. For the agenda items one to 10, a valid resolution requires a simple majority of votes cast. A valid resolution under agenda items 11 and 12 requires a 2/3 majority of the votes cast. According to the articles of association, we will vote by a show of hands.
We will not count votes when there are clear proportions, but only if the proportions of yes or no votes are unclear or close. If you wish to have your no vote recorded, then please address the vote counter. The independent proxy has shared with us the results of the voting instructions he has received, which enables us to know how many shares he is representing each time he raises his hand to vote on a specific agenda item. The shareholders' meeting may demand a written vote. Additionally, I, as chairperson, will repeat the vote in case of unclear proportions through written vote. Now that the required formalities have been fulfilled, I hereby declare this meeting open for the conduct of business. Does anyone want to raise an objection against this? There do not seem to be any objections.
Before moving on to our agenda, our CEO, Riad Sherif, will give you an overview of our last business year and insights into our upcoming activities. Our Chief Financial Officer, Sylvia Cheung, will present the key data of our balance sheet and the income statement. Riad.
Thank you, Tony. Thank you, thank you, all, and welcome to our Annual General Meeting. Let me start with the business update. 2025 has been a successful year and transformational year for the company. We advanced our portfolio with three candidates which are in advanced stage. With OCS-01 in two phase III programs, DIAMOND-1 and DIAMOND-2, where we enrolled more than 800 patients with DME. We focus on execution, and it is on track for top-line results, which are planned in June 2026. Licaminlimab is a TNF inhibitor. It's the first product in precision medicine addressing an indication which is dry eye disease. We gained alignment in the beginning of 2025 to develop Licaminlimab based on a genotype development, which should lead us to potentially first precision medicine in dry eye.
The PREDICT-1, which is the first registrational trial, started in the end of 2025. It will read into the end of 2026. Privosegtor is a neuroprotective drug. It gained Breakthrough Therapy designation and PRIME designation from EMA. We just received as well Special Protocol Assessment, which is an agreement between the sponsor, Oculis, and FDA on a PIONEER-1, which is the first phase III registrational trial, which was initiated in the end of 2025. The SPA or Special Protocol Assessment gives clear pathway to NDA based on the endpoint and agreement with FDA. On the financial and talent capital, we have a strong balance sheet with no debt and current cash runway into the first half of 2029, excluding a CHF 100 million Swiss loan facility we have with BlackRock.
We were also able to expand our senior management and the team into multiple functions which help us to deliver what we plan to deliver on our clinical stage assets. This is a snapshot on the DIAMOND program, which is a phase III program with OCS-01. As you know, this program was done with 119 centers in the world. More than 800 patient enrolled. The last patient visit completed was in April 26, and the readout is planned in June 26. If positive, our plan is to submit into FDA first with the DME indication in Q4 2026. It is anticipated to have the approval in the very end of 2027. This is a snapshot of Privosegtor. Privosegtor is in development in optic neuropathies, starting with optic neuritis.
PIONEER-1 and PIONEER-2 are the two phase IIIs for optic neuritis. We initiated the program with PIONEER-1, which was initiated in Q4 2025. PIONEER-2 will start after this year, will be initiated this year. PIONEER-3 is a second program in NAION, which is a second optic neuropathy. It will start with PIONEER-3, which will be initiated after PIONEER-2 into the mid of 2026. We, as well as communicated in the past, are consulting with FDA to clarify the path for a new indication, which is exacerbation or relapse of MS. As planned, and you may recall this, our strategic plan, we really started as an ophthalmology company with OCS-01 and very pleased with the advancement of OCS-01 into DME with anticipated result in June 2026.
At the same time, we have been able to expand with Privosegtor into new indications which are neuro-ophthalmology indications. The aim is really after to build up on our neuro-ophthalmology and to go to neurology later on. This is our current pipeline with two franchises ophthalmology with two assets and neuro-ophthalmology with Privosegtor. You can see here the value catalysts which are upcoming with the first one coming in June 2026, the second one coming in the end of 2026 with Licaminlimab with PREDICT-1. Then after we will start to see results coming from Privosegtor starting with PIONEER-1 in optic neuritis. Thank you very much, and I would like to hand it over to our Chief Financial Officer, Sylvia Cheung. Thank you.
Thank you, Riad. I will now share with you key financial highlights for 2025. The data is based on the 20-F, which we filed with the SEC in early March of this year. From a balance sheet standpoint, we have and had a strong balance sheet, no debt, as Riad said. Cash position at the end of last year was CHF 213 million or $270 or $69 million U.S. dollars, compared to CHF 98.7 million or CHF 109 million as of the previous year, December 2024. The increase was primarily due to equity financing proceeds of $210 million U.S. dollars, which was gross proceeds, that was raised in 2025.
From a statement of operations standpoint, research and development expenses accounted for close to 70% of our total operating expenses. Our aim is really to advance our late-stage, core assets, OCS-01, Licaminlimab, and Privosegtor. During 2025, we advanced all these three assets toward clinical and regulatory milestone. In particular, the increase in our operating expenses was driven by OCS-01, the DIAMOND program for DME with 119 sites and over 800 patients enrolled. We are anticipating top-line readout in June of 2026, next month. From a net loss standpoint, we recorded CHF 99 million or $119 million of loss compared to CHF 85.8 million or $97.4 million, which was in 2024.
The increase was primarily due to our research and development expenses, namely the phase III DIAMOND trials, DIAMOND-1 and DIAMOND-2, as well as increased personnel expenses and non-cash effects and more mark-to-market adjustments. We recently reported our Q1 2026 results and filed our Form 6-K on May 11, this past Monday. I refer you to review our file with the SEC. Thank you, and I will now turn it over to Tony.
Thank you, Sylvia and Riad. Are there any questions at this time? Matthias Staehelin will now present the attendance list.
Thank you. No shares are being represented by shareholders attending in person or by a proxy attending in person. All 28,608,495 registered shares are being represented by the independent proxy. Thus, in the aggregate, 28,608,495 registered shares with an aggregate nominal value of CHF 286,084.95 are being represented in person or by proxy via the independent proxy. The resolutions and elections for agenda item one through 10 are passed by single majority and are adopted if more yes than no votes are counted. If all shareholders vote yes or no, the simple majority is 14,304,249 votes.
On agenda item three, discharge of the Board of Directors and the Executive Committee, the corporate bodies of the company do not have the right to vote. If all shareholders vote yes or no, the simple majority for this agenda item is 13,115,899 votes. The resolutions for agenda items 11 and 12 are passed by a qualified majority of 2/3. If all shareholders vote yes or no, the qualified majority is 19,072,330 votes.
Thank you, Matthias. We now move on to agenda item one, approval of the 2025 annual report, including the 2025 annual statutory financial statements and the 2025 consolidated financial statements. The Board proposes to approve the annual report, including the annual financial statements and the consolidated financial statements of Oculis Holding AG for the business year 2025 and to take note of the reports of the auditors. If there are any questions or comments to the Board of Directors or to the auditors, please submit them at this time. This does not appear to be the case. We will now vote on the proposal of the Board of Directors. Matthias will direct the voting process.
I will first ask for the yes votes, then for the no votes, and then for the abstentions. Please raise your hand if you approve the proposal of the board. Opposing votes. Abstentions. I note that you have approved the annual report, including the annual financial statements and consolidated financial statements of Oculis Holding AG for the year 2025 as proposed by the Board of Directors with a significant majority.
I confirm this approval for the minutes. We move to agenda item two, allocation of balance sheet results 2025. The Board of Directors proposes that the net loss for the business year 2025 in the amount of CHF 33,670,000 be carried forward to the new accounts. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board. Please raise your hand if you approve the proposal of the board. Thank you. Opposing votes. Abstentions. I note that you have approved the allocation of the balance sheet results 2025 proposed by the Board of Directors with a significant majority.
I confirm this approval for the minutes. We move to agenda item three, discharge to the members of the Board of Directors and the Executive Committee. The board proposes that the members of the Board of Directors and the Executive Committee be fully discharged from their liabilities for their activities in 2025. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the Board of Directors. I note that members of the Board of Directors and the Executive Committee do not have the right to participate in this vote. Who is in favor of the proposal of the board? Thank you. Opposing votes. Abstentions. I note that you have approved the discharge for the members of the Board of Directors and the Executive Committee with a significant majority.
I confirm this approval for the minutes. We move to agenda item four, election of the chairperson and other members of the Board of Directors. The term of office of the chairperson and all members of the Board of Directors expires at the end of this Annual General Meeting. The Board of Directors proposes the re-election of Anthony Rosenberg as member and chairperson of the Board of Directors, the re-election of Christina Ackermann, Lionel Carnot, Arshad M. Khanani, Martijn Kleijwegt, Geraldine O'Keeffe, Riad Sherif, and Robert K. Warner as members of the Board of Directors, and the election of Gregory D. Perry as a member of the Board of Directors until the end of the next extraordinary general meeting. Are there any other candidates, and are there any other remarks or questions? This does not appear to be the case.
We will now vote on the re-election of Anthony Rosenberg as member and chairperson of the Board of Directors. Please raise your hand if you want to re-elect Anthony Rosenberg. Thank you. Opposing votes. Abstentions. I note that you have re-elected Anthony Rosenberg as member and chairperson of the Board of Directors.
I confirm my re-election for the minutes.
We will now vote on the re-election of Christina Ackermann as member of the Board of Directors. Please raise your hand if you want to re-elect Christina Ackermann. Thank you. Opposing votes. Abstentions. I note that you have re-elected Christina Ackermann as member of the Board of Directors.
I confirm this re-election for the minutes.
We will now vote on the re-election of Lionel Carnot as member of the Board of Directors. Please raise your hand if you want to re-elect Lionel Carnot. Thank you. Opposing votes. Abstentions. I note that you have re-elected Lionel Carnot as member of the Board of Directors.
I confirm this re-election for the minutes.
We will now vote on the re-election of Arshad M. Khanani as member of the Board of Directors. Please raise your hand if you want to re-elect Arshad M. Khanani as member of the Board of Directors. Opposing votes. Abstentions. I note that you have re-elected Arshad M. Khanani as member of the Board of Directors.
I confirm this reelection for the minutes.
We will now vote on the reelection of Martijn Kleijwegt as member of the board of directors. Please raise your hand if you want to reelect Martijn Kleijwegt as member of the board. Opposing votes. Abstentions. I note that you have reelected Martijn Kleijwegt as member of the board of directors.
I confirm this reelection for the minutes.
We will now vote on the reelection of Geraldine O'Keeffe as member of the board of directors. Please raise your hand if you want to reelect Geraldine O'Keeffe. Thank you. Opposing votes. Abstentions. I note that you have reelected Geraldine O'Keeffe as member of the board of directors.
I confirm this reelection for the minutes.
We will now vote on the reelection of Riad Sherif as member of the board of directors. Please raise your hand if you want to reelect Riad Sherif as member of the board. Thank you. Opposing votes. Abstentions. I note that you have reelected Riad Sherif as member of the board of directors.
I confirm this reelection for the minutes.
We will now vote on the reelection of Robert K. Warner as member of the board of directors. Please raise your hand now if you want to reelect Robert K. Warner as member of the board. Opposing votes. Abstentions. Thank you. I note that you have reelected Robert K. Warner as member of the board of directors.
I confirm this reelection for the minutes.
We will now vote on the election of Gregory D. Perry as member of the board of directors. Please raise your hand if you want to reelect Gregory D. Perry as member of the board of directors. Opposing votes. Abstentions. I note that you have elected Gregory D. Perry as member of the board of directors.
I confirm this election for the minutes. We move to agenda item five, election of the members of the Compensation Committee. The Board of Directors propose the election of Lionel Carnot, Geraldine O'Keeffe, and Gregory D. Perry as members of the Compensation Committee, each until the end of the 2027 Annual General Meeting. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the reelection of Lionel Carnot as member of the Compensation Committee. Please raise your hand if you want to reelect Lionel Carnot as member of the Compensation Committee. Thank you. Opposing votes. Abstentions. I note that you have reelected Lionel Carnot as member of the Compensation Committee.
I confirm this reelection for the minutes.
We will now vote on the election of Geraldine O'Keeffe as member of the Compensation Committee. Please raise your hand now if you want to elect Geraldine O'Keeffe as member of the Compensation Committee. Thank you. Opposing votes. Abstentions. I note that you have elected Geraldine O'Keeffe as member of the Compensation Committee.
I confirm this reelection for the minutes.
We will now vote on the election of Gregory D. Perry as member of the Compensation Committee. Please raise your hand if you want to elect Gregory D. Perry as member of the Compensation Committee. Opposing votes. Abstentions. I note that you have elected Gregory D. Perry as member of the Compensation Committee.
I confirm this election for the minutes. We now move to agenda item six, reelection of the auditors. The Board of Directors proposes to reelect PricewaterhouseCoopers SA in Lausanne as the company's statutory auditors for a term of office of one year. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the reelection of PricewaterhouseCoopers as the company's statutory auditors for a term of office of one year. Please raise your hand if you want to reelect PricewaterhouseCoopers. Thank you. Opposing votes. Abstentions. I note that you have reelected PricewaterhouseCoopers as the company's statutory auditors for a term of office of 1 year.
I confirm this reelection for the minutes. We move to item seven, election of the independent proxy. The Board of Directors proposes to elect Blume and Partner AG, represented by Adrian Severin, attorney at law in Zug, as the independent proxy of the company until the end of the 2027 Annual General Meeting. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the election of Blume and Partner, represented by Adrian Severin, as independent proxy of the company until the end of the 2027 Annual General Meeting. Please raise your hand if you want to elect Blume and Partner AG. Thank you. Opposing votes. Abstentions. I note that you have elected Blume and Partner AG as independent proxy of the company until the end of the next ordinary general meeting.
I confirm this reelection for the minutes. We now move to the agenda item eight, compensation for the non-executive members of the Board of Directors. The Board of Directors proposes to hold the following separate votes on the non-performance related and the equity or equity-based compensation for non-executive members of the Board of Directors. Please let us know if there are any questions or comments. This does not appear to be the case. We now move to the votes on the individual proposals. Vote on the total fixed non-performance related compensation for non-executive members of the Board of Directors until the end of the company's 2027 Annual General Meeting.
The Board of Directors proposes that shareholders approve the total maximum amount of fixed non-performance related compensation for eight non-executive members of the Board of Directors, covering the period from the company's 2026 Annual General Meeting to the company's 2027 Annual General Meeting of $572,000. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal on the total fixed non-performance related compensation for eight non-executive members of the Board of Directors. I will first ask for the yes votes, then for the no, and then for the abstention. Please raise your hand if you approve the proposal of the Board. Opposing votes. Abstentions. I note that you have approved the proposal of the Board of Directors on the total fixed non-performance related compensation for the non-executive members of the Board of Directors.
I confirm this approval for the minutes. 8.2. Vote on equity or equity-based compensation for non-executive members of the Board until the end of the company's 2027 Annual General Meeting. The Board of Directors proposes the approval of the grant of options with share equivalent or equity-linked instruments for eight non-executive members of the Board of Directors for the period until the end of the company's 2027 Annual General Meeting, with a then current maximum value of all equity or equity-linked instruments of $2,150,000, excluding employer Social Security and pension contributions. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board of directors on the total maximum amount of equity or equity-based compensation for the non-executive members of the board of directors. Please raise your hand if you approve the proposal of the board. Thank you. Opposing votes. Abstentions. I know that you have approved the proposal of the board of directors on the total maximum amount of equity or equity-based compensation for the non-executive members of the board of directors with a significant majority.
I confirm this approval for the minutes. We move to agenda item nine, compensation for the members of the Executive Committee. The Board of Directors proposes to hold the following separate votes on the non-performance related compensation, variable compensation, and equity-based compensation for the members of the Executive Committee for 2027. Please let us know if there are any questions or comments. This does not appear to be the case. We now move on to the vote on the individual proposals. Vote on fixed non-performance related compensation for members of the Executive Committee payable in 2027. The Board of Directors proposes to approve the total maximum amount of fixed non-performance related compensation for three members of the Executive Committee for the calendar year 2027, payable in 2027 of $2,500,000.
Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board. Please raise your hand if you have approved the proposal of the board. Thank you. Opposing votes. Abstentions. I know that you have approved the proposal of the board of directors on the fixed non-performance related compensation for members of the executive committee payable in 2027 with a significant majority.
I confirm this approval for the minutes. 9.2, vote on variable compensation for members of the executive committee payable in 2027. The board of directors proposes to approve a total maximum amount of variable compensation for three members of the executive committee for the calendar year 2026, and payable in 2027 of $1.8 million. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board of directors. Please raise your hand if you approve the proposal. Thank you. Opposing votes. Thank you. I know that you have approved the proposal of the board of directors on variable compensation for members of the executive committee payable in 2027 with a significant majority.
I confirm this approval for the minutes. 9.3, vote on equity-based compensation for members of the executive committee for 2027. The Board of Directors proposes to approve the grant of options with share equivalent shares or equity-linked instruments for three members of the Board executive committee for grants until the end of the calendar year 2027, with a then current maximum value of all options, shares, or equity-linked instruments of $80 million, excluding employer Social Security and pension contributions. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board. I will first ask for the yes, then for the no, and then for the abstentions. Please raise your hand if you approve the proposal of the board. Thank you. Opposing votes. Abstentions. I know that you have approved the proposal of the board on the equity-based compensation for members of the executive committee for 2027 with a significant majority.
I confirm this approval for the minutes. We now move on to agenda item 10, non-binding advisory vote on the 2025 compensation report. The board of directors proposes the approval on a consultative basis non-binding advisory vote of the 2025 compensation report. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now hold the non-binding advisory vote on the 2025 compensation report. Please raise your hand if you approve this report. Thank you. Opposing. Abstentions. I know that you have approved the proposal of the Board on a consultative basis non-binding advisory vote of the 2025 compensation report by a majority.
I confirm this approval for the minutes. We move to agenda item 10, increase and amendment of capital band. The board of directors proposes to, 1, adapt the existing paragraphs 1 through 3 of Article 3a, capital band, of the articles of association pertaining to capital band. And 2, create capital band between the lower limit of CHF 620,417.76 and the upper limit of CHF 936,226.64.
3, authorize the board of directors to increase the company's share capital up to the upper limit at any time as, and as often as required until May 13, 2031, by issuing 31,020,888 registered shares with a par value of CHF 0.01 each to be fully paid up. Four, amend the paragraphs one through three of Article 3a of the Articles of Association as set out on the slide and in the invitation to this meeting. Please let us know if there are any questions or comments. This does not appear to be the case.
We will now vote on the proposal of the board of directors on the increase and amendment of the capital band. Please raise your hand if you want to increase and amend the capital band. Thank you. Opposing votes. Abstentions. I know that you have approved the proposal of the board of directors on the increase and amendment of the capital band with the required 2/3 majority.
I confirm this approval for the minutes. We now move to agenda item 12, increase of conditional share capital for employee benefit plans. The board of directors proposes to, one, adapt the existing first paragraph of Article 3c, conditional capital increase for employee benefit plans of the Articles of Association pertaining to the conditional capital increase for employees and individuals of comparable positions. Two, create additional share capital for the same purpose in the maximum amount of CHF 126,777 by the issue of 12 million 677,700 registered common shares of CHF 0.01 nominal value each. Amend Article 3c, paragraph one of the Articles of Association, as set out in the slide and in the invitation to this meeting. Please let us know if there are any questions or comments.
This does not appear to be the case.
We will now vote on the increase of conditional share capital for employee benefit plans. Please raise your hand if you are in support of this proposal. Thank you. Opposing votes. Abstentions. I know that you have approved the proposal of the board on the increase of the conditional share capital for employee benefit plans with the required 2/3 majority.
I confirm this approval for the minutes. I declare that the shareholders of the company have approved the agenda items one through 12 in the form proposed by the board. There being no further business, I hereby declare this meeting closed. I thank you all sincerely for attending this meeting and for your participation. We have preferred outside an apéro. I look forward to sharing a glass or juice of wine with you. Thank you.