AC Immune SA 6-K, filed Mar 23, 2021
AC Immune SA (ACIU)
About this 6-K
AC Immune SA filed this 6-K on March 23, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2021
Commission File Number: 001-37891
AC IMMUNE SA
(Exact name of registrant as specifiedin its charter)
EPFL Innovation Park
Building B
1015 Lausanne, Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | ☒ | Form 40-F | ☐ |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | ☐ | No | ☒ |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | ☐ | No | ☒ |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AC IMMUNE SA | ||||
|---|---|---|---|---|
| By: | /s/ Andrea Pfeifer | |||
| Name: | Andrea Pfeifer | |||
| Title: | Chief Executive Officer | |||
| By: | /s/ Joerg Hornstein | |||
| Name: | Joerg Hornstein | |||
| Title: | Chief Financial Officer | |||
| Date: | March 23, 2021 |
2
ExhibitIndex
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release dated March 23, 2021 |
| 99.2 | Press Release Supporting Materials dated March 23, 2021 |
| 99.3 | 2020 Statutory Annual Report |
| 99.4 | 2020 Compensation Report |
3
Exhibit 99.1
| Press<br> Release |
|---|
AC Immune Reports Full-Year 2020 FinancialResults and Provides 2021 R&D Outlook
| · | Anti-pTau Alzheimer’s vaccine delivers<br>potent immunogenicity in ongoing Phase 1b/2a study, supporting<br>further development into Phase 2/3 |
|---|---|
| · | Anti-Abeta Alzheimer’s vaccine advancing<br>based on Phase 1b safety and immunogenicity results in Down syndrome; further interim results expected in Q2 for Phase 2 in Alzheimer’s<br>disease |
| --- | --- |
| · | Morphomer™ Tau aggregation inhibitor<br>achieves target brain exposure in Phase 1; program advancing in NeuroOrphan indications and Alzheimer’s disease |
| --- | --- |
| · | First-in-class alpha-synuclein PET diagnostic<br>to report clinical results in Q3 2021 |
| --- | --- |
| · | Advancing multiple candidates targeting<br>the NLRP3 inflammasome pathway for CNS and non-CNS indications |
| --- | --- |
| · | Ongoing strong financial position of CHF<br>225.9 million in cash ensures the Company is fully financed through Q1 2024, excluding potential incoming milestones |
| --- | --- |
Lausanne, Switzerland, March 23, 2021 – AC Immune SA (NASDAQ: ACIU), a clinical-stage biopharmaceutical company pioneering precision medicine for neurodegenerative diseases, today reported its financial results for the year ended December 31, 2020. The Company also provided an overview of its execution strategy and anticipated clinical and preclinical milestones for 2021, as well as the strong progress being made across its broad portfolio of therapeutic and diagnostic product candidates.
Prof. Andrea Pfeifer, CEO of ACImmune SA, commented: “We began 2021 with strong momentum based on the effective execution of our multi-pronged clinical development growth strategy. This is exemplified by our anti-pTau vaccine, which recently demonstrated highly potent immune responses against pathological Tau and remarkable safety in patients with early Alzheimer’s disease (AD). We are also creating future value by accelerating development of our proprietary, first-in-class candidates addressing novel targets in neurodegeneration, such as our promising alpha-synuclein PET tracer, which will generate initial clinical results this year, and our highly valued programs targeting the NLRP3 inflammasome. Our strong track record shows that expanding our efforts to advance these key early-stage programs may lead to multiple future opportunities for strategic partnership as well as in-house clinical development for select indications. In parallel, we continue to collaborate with our global partners to advance our later-stage clinical programs toward key inflection points. Looking forward in 2021, we expect to build upon our successes and continue innovating as a leader in precision medicine for neurodegenerative disease.”
1 /9
2020 and Q1 2021 Research & Development Highlights
Clinical Pipelineadvancement| ▪ | Reported<br> promising interim Phase 1b/2a results<br> for<br> ACI-35.030, a novel anti-phospho-Tau (pTau) vaccine candidate showing strong safety and<br> high titers of antigen-specific antibodies in 100% of older patients with early AD. The<br> study is currently enrolling patients into the highest dose group, with further clinical<br> readouts expected this year. || --- | --- || ▪ | Advanced<br> next-generation alpha-synuclein positron emission tomography (PET) tracer candidate,<br> ACI-12589, into a first-in-human<br> clinical study,<br> with an expected data readout in Q3 2021 || --- | --- || ▪ | Reported<br> topline Phase 2 results<br> for semorinemab,<br> the Company’s investigational monoclonal anti-Tau antibody candidate for the treatment<br> of prodromal to mild AD, partnered with Genentech, a member of the Roche Group. These<br> represent the first-ever Phase 2 results for an anti-Tau antibody therapeutic in AD.<br> Primary completion of the second Phase 2 study in moderate AD patients is expected in<br> Q2 2021. || --- | --- || ▪ | Completed<br> a Phase 1 clinical study in<br> healthy volunteers for ACI-3024, an oral small molecule Morphomer™ Tau aggregation<br> inhibitor, which achieved target brain exposure. The Companies have decided to pursue<br> other promising Tau Morphomer candidates from AC Immune’s research platform for<br> potential clinical development in AD. ACI-3024 will be further evaluated for efficacy<br> in models of rare Tauopathies. || --- | --- |Partnership milestone payments and grants| ▪ | Received<br> a CHF 10 million milestone payment<br> from<br> Eli Lilly and Company related to ACI-3024 || --- | --- || ▪ | Amended<br> the collaboration agreement with Lilly for Tau Morphomers to include a<br> new CHF 60 million Phase 2 milestone payment,<br> which increased the total potential deal value by CHF 40 million to CHF 1.86 billion || --- | --- || ▪ | Received multiple prestigious and highly competitive grants in 2020<br>focused on acceleration of the Company’s proprietary and potentially game-changing diagnostic programs || --- | --- || o | Won<br> Ken Griffin Alpha-synuclein Imaging Competition<br> from The Michael J. Fox Foundation<br> for Parkinson’s Research (MJFF) and is able to receive together with its clinical<br> partner USD 3.2 million (CHF 3.1 million) to support AC Immune’s alpha-synuclein-PET<br> tracers || --- | --- || o | Awarded<br> a EUR 1.45 million grant to<br> support the partnership between AC Immune and the EU Joint Programme – Neurodegenerative<br> Disease Research (JPND) ImageTDP-43 Consortium to advance its first-in-class TAR DNA-binding<br> protein 43 (TDP-43) PET tracers || --- | --- || o | Awarded<br> a USD 600,000 grant from<br> Target ALS to develop novel immuno-assays to detect pathological TDP-43 in cerebrospinal<br> fluid (CSF) and blood based on AC Immune’s SupraAntigen™-derived anti-TDP-43<br> antibodies || --- | --- | 2 /9 Strengthening of Managementand Board| ▪ | Appointed<br> Prof. Johannes R. Streffer,<br> former UCB Biopharma Head of Translational Neuroscience, to the new role of Chief Medical<br> Officer || --- | --- || ▪ | Welcomed<br> Prof. Carl H. June,<br> world authority on immune tolerance and adoptive immunotherapy, to the Company’s<br> Board of Directors || --- | --- || ▪ | Appointed<br> renowned Neurologist with a specific focus in the emerging field of Down syndrome (DS)-related<br> Alzheimer’s disease, Dr. Juan<br> Fortea to<br> AC Immune’s Clinical Advisory Board || --- | --- |Future Value Creation| ▪ | Reported<br> key advancements for several therapeutic<br> programs targeting the NLRP3 inflammasome,<br> including small molecule inhibitors, which showed the first evidence of in vivo<br> activity in a model of peripheral inflammation, as well as high-affinity monoclonal antibodies<br> that bind extracellular components of the (NOD)-like receptor protein 3 (NLRP3) pathway<br> and inhibit inflammasome-mediated immune response in vitro || --- | --- || ▪ | Identified<br> and characterized the first biologically active small molecule Morphomer alpha-synuclein<br> aggregation inhibitors,<br> which significantly decreased alpha-synuclein aggregate formation in cellular assays<br> by interfering with the fibrillation process || --- | --- || ▪ | Strengthened<br> strategic partnership with WuXi<br> Biologics to<br> accelerate advancement of TDP-43 antibody into clinical development for NeuroOrphan indications || --- | --- |2021 executionstrategy to maximize value creationAC Immune’sexecution strategy is focused on three key initiatives, which support the Company’s overarching goal of enabling precisionmedicine for neurodegenerative diseases:| ▪ | The Company plans to accelerate the development of its late-stage<br>therapies in AD in collaboration with its strategic partners, including its novel pTau vaccine with Janssen Pharmaceuticals Inc.,<br>which continues to show great promise. || --- | --- || ▪ | AC Immune is sharpening its strategic focus on non-AD indications<br>with high unmet need. Currently this includes its anti-Abeta vaccine in people with DS, as well as its therapeutic and diagnostic<br>candidates targeting TDP-43 and alpha-synuclein, where the Company may focus in-house efforts on select NeuroOrphan indications<br>while seeking potential partnerships for larger indications like LATE (limbic-predominant age-related TDP-43 encephalopathy) and<br>Parkinson’s disease (PD). Furthermore, AC Immune’s NLRP3 inflammasome-targeted programs have broad applicability both<br>within central nervous system (CNS) and non-CNS indications. || --- | --- || ▪ | The Company plans to accelerate advancement of its diagnostic candidates<br>to late-stage development, as continued leadership in precision medicine is a key differentiator for AC Immune. These candidates<br>include its Tau, alpha-synuclein, and TDP-43 PET tracers, which potentially enable earlier disease diagnosis, improved clinical<br>trial outcomes and additional revenue generation for the Company. || --- | --- | 3 /9 Anticipated 2021 milestonesClinical Milestones| ▪ | ACI-35.030 anti-pTau vaccine: reported Phase 1b/2a in AD interim<br>results in Q1 (second highest dose); further Phase 1b/2a interim analysis in Q4 (highest dose) || --- | --- || ▪ | JACI-35.054 alternative anti-pTau vaccine: Phase 1b/2a in AD interim<br>analysis in Q2 (low dose) || --- | --- || ▪ | Alpha-synuclein imaging agent: advanced third-generation candidate<br>to first-in-human clinical study in Q1; readout expected in Q3 || --- | --- || ▪ | ACI-24 anti-Abeta vaccine in DS: reported Phase 1b top line results<br>in Q1; to present further study results at the Alzheimer's Association International Conference^®^ 2021 in Q2 || --- | --- || ▪ | ACI-24 in AD: reported Phase 2, 12-month interim analysis in Q1;<br>18-month interim analysis in Q2 || --- | --- || ▪ | Semorinemab anti-Tau antibody: Phase 2 trial primary completion (estimated<br>last patient, last visit) in moderate AD in Q2 || --- | --- || ▪ | ACI-3024 small molecule Morphomer Tau aggregation inhibitor: select<br>NeuroOrphan indication for further development in Q2 || --- | --- || ▪ | ACI-24 in DS: submit investigational new drug (IND) application for<br>optimized vaccine formulation in Q4 || --- | --- |Preclinical Milestones| ▪ | Alpha-synuclein small molecule inhibitor: identified first biologically<br>active small molecule in Q1; start in vivo proof-of-concept studies in Q3 || --- | --- || ▪ | TDP-43 imaging agent: initiate investigational new drug (IND)-enabling<br>studies in Q3 || --- | --- || ▪ | Morphomer NLRP3-ASC: report in vivo proof-of-concept results<br>in a non-CNS disease model and begin in vivo proof-of-concept studies with validated candidate in CNS in Q4 || --- | --- || ▪ | Anti NLRP3-ASC antibody: begin in vivo proof-of-concept studies<br>in Q4 || --- | --- || ▪ | Anti-TDP-43 antibody: initiate IND-enabling toxicology studies in<br>Q4 || --- | --- || ▪ | TDP-43 biofluid diagnostic: establish validation-ready assay in Q4 || --- | --- |Therapeutic and Diagnostic Pipeline OverviewAC Immune also provided a comprehensiveoverview highlighting strong progress across its clinical and preclinical development pipeline. This supplementalmaterial can be viewed and downloaded in the investor section of the Company’s website.Analysis of Financial Statements forthe year ended December 31, 2020| ▪ | Cash Position: The Company<br>had a total cash balance of CHF 225.9 million, comprised of CHF 160.9 million in cash and cash equivalents and CHF<br>65 million in short-term financial assets. This compares to a total cash balance of CHF 288.6 million as of December<br>31, 2019. The decrease of CHF 62.7 million is principally due to continued investments in our R&D pipeline. The total<br>shareholders’ equity position decreased to CHF 215.5 million from CHF 272.4 million as of the prior year.<br>The Company’s cash balance provides enough capital resources to progress through at least Q1 2024 without potential incoming<br>milestone payments. || --- | --- | 4 /9 | ▪ | Contract Revenues: Contract revenues for the year ended December<br>31, 2020 totaled CHF 15.4 million compared to CHF 110.5 million in 2019, representing a CHF 95 million decrease. The Company recognized<br>a CHF 10 million milestone and CHF 4.3 million for research and development activities in 2020 from its Lilly agreement compared<br>to CHF 103.1 million for an upfront payment and milestone and CHF 2.6 million for research and development activities in 2019. || --- | --- || ▪ | R&D Expenditures: R&D expenses increased by CHF 9.1<br>million for the year ended December 31, 2020. || --- | --- || o | Discovery and preclinical expenses: The Company increased<br>expenditures across a variety of its discovery and preclinical programs. These include investments to advance the second generation<br>of our ACI-24 for Down Syndrome project, the initiation of IND-enabling studies of our anti-TDP-43 antibody project and various<br>other investments across our alpha-synuclein and neuroinflammation programs. || --- | --- || o | Clinical expenses: The Company also increased expenditures<br>across multiple Clinical programs. These include investments to prepare a follow-on trial for our Abeta vaccine for Down Syndrome<br>project, additional enrollment costs for the Phase 1b/2a study for ACI-35.030 and a full year of clinical activities to complete<br>the Phase 1 of our Morphomer Tau asset in partnership with Lilly. || --- | --- || o | Salary- and benefit-related costs: The Company’s salary-<br>and benefit-related costs increased by CHF 2.7 million, primarily due to the addition of 13 FTEs, annualization of 2019 hires and<br>increases in share-based compensation. || --- | --- || ▪ | G&A Expenditures: For the year ended December 31, 2020,<br>G&A increased by CHF 2.5 million to 18.6 million. Of this increase, CHF 1.7 million is due to salary- and benefit-related costs,<br>primarily due to the addition of 3 FTEs, annualization of 2019 hires and increases in share-based compensation. Additionally, the<br>Company incurred a CHF 0.8 million increase in other G&A expenses, predominantly associated with depreciation expense, insurance<br>and professional fees || --- | --- || ▪ | IFRS Income/(Loss) for the Period: The Company reported a<br>net loss after taxes of CHF 61.9 million for the year ended December 31, 2020, compared with net income of CHF 45.4 million for<br>2019 || --- | --- |2021 FinancialGuidanceFor the full year2021, the Company expects its total cash burn to range between CHF 65 million ‒75 million.About AC Immune SAACImmune SA is clinical-stage biopharmaceutical company that aims to become a global leader in precision medicine for neurodegenerativediseases, including Alzheimer’s disease, Parkinson’s disease, and NeuroOrphan indications driven by misfolded proteins.The Company’s two clinically validated technology platforms, SupraAntigen^TM^ and Morphomer^TM^, fuelits broad and diversified pipeline of first- and best-in-class assets, which currently features nine therapeutic and three diagnosticcandidates, six of which are currently in clinical trials. AC Immune has a strong track record of securing strategic partnershipswith leading global pharmaceutical companies including 5 /9 Genentech, a member of the Roche Group,Eli Lilly and Company, and Janssen Pharmaceuticals, Inc., resulting in substantial non-dilutive funding to advance its proprietaryprograms and >$3 billion in potential milestone payments.For further information, please contact:| Head of Investor Relations<br><br> <br><br><br> <br>Joshua Drumm, Ph.D.<br><br> <br><br><br> <br>AC Immune<br><br> <br><br><br> <br>Phone : +1 917 809 0814<br><br> <br><br><br> <br>Email:<br> joshua.drumm@acimmune.com | U.S. Media<br><br> <br><br><br> <br>Katie Gallagher<br><br> <br><br><br> <br>LaVoie Health Science<br><br> <br><br><br> <br>Phone: +1 617 792 3937<br><br> <br><br><br> <br>Email: kgallagher@lavoiehealthscience.com || --- | --- || | European Investors & Media<br><br> <br><br><br> <br>Chris Maggos<br><br> <br><br><br> <br>LifeSci Advisors<br><br> <br><br><br> <br>Phone : +41 79 367 6254<br><br> <br><br><br> <br>Email : chris@lifesciadvisors.com |Forward looking statementsThis press release contains statements thatconstitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical fact and may includestatements that address future operating, financial or business performance or AC Immune’s strategies or expectations. Insome cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,”“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”“predicts,” “projects,” “potential,” “outlook” or “continue,” and othercomparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involvesignificant risks and uncertainties that could cause actual results, developments and business decisions to differ materially fromthose contemplated by these statements. These risks and uncertainties include those described under the captions “Item 3.Key Information – Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in AC Immune’sAnnual Report on Form 20-F and other filings with the Securities and Exchange Commission. These include: the impact of Covid-19on our business, suppliers, patients and employees and any other impact of Covid-19. Forward-looking statements speak only as ofthe date they are made, and AC Immune does not undertake any obligation to update them in light of new information, future developmentsor otherwise, except as may be required under applicable law. All forward-looking statements are qualified in their entirety bythis cautionary statement. 6 /9 Balance Sheets(In CHF thousands)| | As of<br> December 31, | | | | | || --- | --- | --- | --- | --- | --- | --- || | 2020 | | | 2019 | | || ASSETS | | | | | | || Non-current assets | | | | | | || Property, plant and equipment | | 4,416 | | | 3,917 | || Right-of-use assets | | 2,223 | | | 2,255 | || Long-term financial assets | | 334 | | | 304 | || Total non-current assets | | 6,973 | | | 6,476 | || Current assets | | | | | | || Prepaid expenses | | 3,954 | | | 2,788 | || Accrued income | | 1,591 | | | 1,095 | || Other current receivables | | 329 | | | 304 | || Short-term financial assets | | 65,000 | | | 95,000 | || Cash and cash equivalents | | 160,893 | | | 193,587 | || Total current assets | | 231,767 | | | 292,774 | || Total assets | | 238,740 | | | 299,250 | || SHAREHOLDERS’ EQUITY AND LIABILITIES | | | | | | || Shareholders’ equity | | | | | | || Share capital | | 1,538 | | | 1,437 | || Share premium | | 346,890 | | | 346,526 | || Treasury shares | | (100 | ) | | — | || Accumulated losses | | (132,850 | ) | | (75,521 | ) || Total shareholders’ equity | | 215,478 | | | 272,442 | || Non-current liabilities | | | | | | || Long-term lease liabilities | | 1,780 | | | 1,813 | || Net employee defined benefit liabilities | | 7,464 | | | 7,485 | || Total non-current liabilities | | 9,244 | | | 9,298 | || Current liabilities | | | | | | || Trade and other payables | | 2,184 | | | 142 | || Accrued expenses | | 11,085 | | | 11,797 | || Deferred income | | 306 | | | 4,477 | || Short-term financing obligation | | — | | | 652 | || Short-term lease liabilities | | 443 | | | 442 | || Total current liabilities | | 14,018 | | | 17,510 | || Total liabilities | | 23,262 | | | 26,808 | || Total shareholders’ equity and liabilities | | 238,740 | | | 299,250 | | 7 /9 Statements of Income/(Loss)(In CHF thousands, except for per-sharedata)| | For the Years Ended<br> December 31, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2020 | | | 2019 | | | 2018 | | || Revenues | | | | | | | | | || Contract revenue | | 15,431 | | | 110,456 | | | 6,912 | || Total revenue | | 15,431 | | | 110,456 | | | 6,912 | || Operating expenses | | | | | | | | | || Research & development expenses | | (59,487 | ) | | (50,432 | ) | | (44,277 | ) || General & administrative expenses | | (18,557 | ) | | (16,058 | ) | | (12,467 | ) || Other operating income/(expense) | | 1,353 | | | 570 | | | 282 | || Total operating expenses | | (76,691 | ) | | (65,920 | ) | | (56,462 | ) || Operating income/(loss) | | (61,260 | ) | | 44,536 | | | (49,550 | ) || Financial income | | 78 | | | 303 | | | 127 | || Financial expense | | (184 | ) | | (1,926 | ) | | (334 | ) || Change in fair value of conversion feature | | — | | | 4,542 | | | — | || Exchange differences | | (555 | ) | | (2,013 | ) | | (1,194 | ) || Finance result, net | | (661 | ) | | 906 | | | (1,401 | ) || Income/(loss) before tax | | (61,921 | ) | | 45,442 | | | (50,951 | ) || Income tax expense | | — | | | — | | | — | || Income/(loss) for the period | | (61,921 | ) | | 45,442 | | | (50,951 | ) || Earnings/(loss) per share: | | | | | | | | | || Basic income/(loss) for the period attributable to equity holders | | (0.86 | ) | | 0.64 | | | (0.82 | ) || Diluted income/(loss) for the period attributable to equity holders | | (0.86 | ) | | 0.64 | | | (0.82 | ) |Statements of Comprehensive Income/(Loss)(In CHF thousands)| | For the Years Ended<br> December 31, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2020 | | | 2019 | | | 2018 | | || Income/(loss) for the period | | (61,921 | ) | | 45,442 | | | (50,951 | ) || Other comprehensive income/(loss) not to be reclassified to income or loss in subsequent periods (net of tax) | | | | | | | | | || Remeasurement income/(losses) on defined benefit plans (net of tax) | | 726 | | | (1,304 | ) | | (302 | ) || Total comprehensive income/(loss), net of tax | | (61,195 | ) | | 44,138 | | | (51,253 | ) | 8 /9 Reconciliation of income/(loss) to adjustedincome/(loss) andearnings/(loss) per share to adjusted earnings/(loss) per share| | For the Years Ended<br> December 31, | | | | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || In CHF thousands, except for share and per share data | 2020 | | | 2019 | | | 2018 | | || Income/(loss) | | (61,921 | ) | | 45,442 | | | (50,951 | ) || Adjustments: | | | | | | | | | || Non-cash share-based payments^1^ | | 4,088 | | | 2,834 | | | 2,518 | || Foreign currency (gains)/losses^2^ | | 703 | | | 826 | | | 1,179 | || Effective interest expenses^3^ | | — | | | 1,355 | | | — | || Change in fair value of conversion feature^4^ | | — | | | (4,542 | ) | | — | || Adjusted income/(loss) | | (57,130 | ) | | 45,915 | | | (47,254 | ) || Earnings/(loss) per share – basic | | (0.86 | ) | | 0.64 | | | (0.82 | ) || Earnings/(loss) per share – diluted | | (0.86 | ) | | 0.64 | | | (0.82 | ) || Adjustment to earnings/(loss) per share – basic | | 0.07 | | | 0.01 | | | 0.06 | || Adjustment to earnings/(loss) per share – diluted | | 0.07 | | | 0.00 | | | 0.06 | || Adjusted earnings/(loss) per share – basic | | (0.79 | ) | | 0.65 | | | (0.76 | ) || Adjusted earnings/(loss) per share – diluted | | (0.79 | ) | | 0.64 | | | (0.76 | ) || Weighted-average number of shares used to compute adjusted loss per share – basic | | 71,900,212 | | | 70,603,611 | | | 61,838,228 | || Weighted-average number of shares used to compute adjusted loss per share – diluted | | 71,900,212 | | | 71,103,341 | | | 61,838,228 | |^1^Reflects non-cashexpenses associated with share-based compensation for equity awards issued to directors, management and employees of the Company.This expense reflects the awards’ fair value recognized for the portion of the equity award which is vesting over the period.^2^Reflects foreigncurrency re-measurement gains and losses for the period, predominantly impacted by the change in the exchange rate between theUS Dollar and the Swiss Franc.^3^Effectiveinterest expense for the period relates to the accretion of the Company’s convertible loan in accordance with the effectiveinterest method.^4^Changein fair value of conversion feature that is bifurcated from the convertible loan host debt with Lilly.Adjustments for theyears ended December 31, 2020, 2019 and 2018 decreased net loss by CHF 4.8 million, increased net income by CHF 0.5 million anddecreased net loss by CHF 3.7 million, respectively. The Company recorded share-based compensation expenses of CHF 4.1 million,CHF 2.8 million and CHF 2.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. There were foreign currencyre-measurement losses of CHF 0.7 million, CHF 0.8 million and CHF 1.2 million for the years ended December 31, 2020, 2019 and 2018,respectively, predominantly related to the cash balance of the Company as a result of fluctuations of the US Dollar against theSwiss Franc. Related to the Company’s convertible note settled with Lilly in 2019, we recorded CHF 1.4 million for amortizationof effective interest for the year ended December 31, 2019 and recognized a CHF 4.5 million gain for the change in fair value ofthe liability related to the conversion feature in 2019. There were no comparable expenses or gains in 2020 nor 2018. 9 /9 Exhibit 99.2| March<br> 23, 2021 || --- |AC Immune Full-Year 2020 Financial ResultsSupporting Materials: Development Pipeline OverviewSection 1: Recent pipeline progressAdvancing novel anti-pTau vaccine towardmultiple clinical readoutsAfter demonstrating highly potent interimimmunogenicity and safety in 100% of older patients with early Alzheimer’s disease (AD), AC Immune is advancing its first-in-classanti-phospho-Tau (pTau) vaccine, ACI-35.030, in a Phase 1b/2a study. Interim findings from the first two dosing groups supportfurther development of ACI-35.030 into Phase 2/3. The Company is currently vaccinatingpatients in the third and highest dosing group, with further interim results expected by year end.There will also be an interim readout inQ2 2021 for an alternative pTau vaccine called JACI-35.054, which enrolled AD patients in a separate low-dose cohort. If determinedto be additionally beneficial, AC Immune may decide to further develop JACI-35.054.AC Immune isdeveloping the ACI-35.030 vaccine in collaboration with Janssen Pharmaceuticals, Inc.,one of the Janssen Pharmaceutical Companies of Johnson & Johnson, under a 2014 licensingagreement to develop and commercialize therapeutic anti-Tau vaccines for the treatment of AD and potentially otherTauopathies.Anti-Tau antibody semorinemab Phase 2study in moderate AD patients is ongoingGenentech, a member of the Roche Group,has completed enrollment in the currently ongoing multicenter, randomized, double-blind, placebo-controlled Phase 2 “Lauriet”study of semorinemab, an anti-Tau antibody, in people with moderate AD. At this time, Genentech continues to work toward the primarycompletion (last patient, last visit) of the study in 2021.Anti-Abeta vaccine to advance followingPhase 1b study in people with Down syndromeAC Immune is advancing its novel anti-Abetavaccine program after showing encouraging top line immunogenicity and safety results in a completed Phase 1b study of ACI-24 inpeople with Down syndrome (DS). DS-related AD is a key health challenge facing those living with DS and top line results presentedrecently at a global DS symposium co-sponsored by AC Immune showed immunogenicity(generation of anti-Abeta antibodies) and a positive pharmacodynamic response as measured by an increase in plasma Abeta. ACI-24was also safe and well tolerated by individuals with DS, with no serious adverse events (SAEs) or evidence for central nervoussystem (CNS) inflammation, meningoencephalitis, or ARIA (amyloid-related imaging abnormalities), including ARIA-E (-edema) andARIA-H (-hemorrhage). 1/6 Importantly, the successful completionof this first-of-its-kind Phase 1b study demonstrates the feasibility of safely testing the Company’s Abeta vaccine in individualswith DS. The high motivation in this community and favorable safety profile of ACI-24 resulted in with a very high clinical trialretention rate with no early subject withdrawals at any dose during the treatment period. AC Immune plans to present the fullPhase 1b study data at the upcoming Alzheimer’s Association International Conference (AAIC).Due to the high vulnerability of peoplewith DS to severe COVID-19 sequelae, initiation of the next clinical trial will be delayed to ensure the safety of study participants.In the interim, AC Immune is taking advantage of this time to accelerate development of its optimized anti-Abeta vaccine formulation,which demonstrated encouraging safety and superior immunogenicity results in mouse andnon-human primate (NHP) studies. The optimized vaccine formulation primes, boosts and maintains a strong antibody response againstkey pathological Abeta species (including oligomeric and pyroglutamate Abeta). The antibodies elicited by the vaccine in NHPsshowed clear target engagement by binding to human Abeta plaques on AD patient-derived brain tissue.There is broad potential for the optimizedAbeta vaccine across Abeta-driven diseases, including DS-related, genetic (ADAD, autosomal dominant AD), and sporadic AD. AC immuneis in discussion with the Food and Drug Administration on a potentially accelerated development pathway for the optimized Abetavaccine and expects to file an Investigational New Drug (IND) application in Q4 2021. The Company then plans to initiate a follow-onclinical trial in DS with the optimized vaccine formulation as soon as possible, depending on Covid-19.Optimized Abeta vaccine formulation tosupport future development in ADIn addition to DS, ACI-24 is currently beingtested in a Phase 2 clinical trial in patients with mild AD. In this study, there have been no safety concerns nor evidence forCNS inflammation or ARIA related to ACI-24 in any subject. The Phase 2 study is progressing toward an 18-month interim analysis,which is planned for Q2 2021. AC Immune will complete the study with the 24-month analysis on the basis of currently enrolled patients.In line with the Company’s provenbusiness model, AC Immune plans to complete the current Phase 2 study of ACI-24 in mild AD and seek a strategic partner for furtherdevelopment for this indication. The Company expects the optimized vaccine formulation to support ongoing partnering discussions.Advancing Morphomer™ Tau aggregationinhibitor program in NeuroOrphan indications and Alzheimer’s diseaseIn November, AC Immune announcedthat the Phase 1 study of the small molecule Morphomer™ Tau aggregation inhibitor, ACI-3024, had been completed.In the study, which was conducted in partnership with Eli Lilly and Company, single and multiple dosing with ACI-3024 resultedin dose-dependent exposure, achieving potentially therapeutic target levels of ACI-3024 in the cerebrospinal fluid (CSF) at thehighest administered dose. 2/6 Plans to conduct additional clinical trialswith ACI-3024 in AD have been suspended. ACI-3024 will be further evaluated for efficacy in models of rare Tauopathies. The Companieshave decided to pursue other promising Tau Morphomer candidates with the desired CSF exposure and selectivity for pathologicalaggregated Tau for potential clinical development in AD.Near-term clinical readout planned forfirst-in-class alpha-synuclein-PET diagnosticSupported by grantfunding from the Michael J. Fox Foundation for Parkinson’s Research, AC Immune recently commenceda first-in-human study for its next-generation alpha-synuclein positron emission tomography (PET) tracer, ACI-12589,a first-in-class diagnostic imaging agent for Parkinson’s disease (PD) and other alpha-synucleinopathies. The Company expectsto report data from this study in Q3 2021. In preclinical studies, ACI-12589 demonstrates significantly improved target occupancyand binds to PD patient-derived tissue with improved sensitivity and specificity compared to the prior PET tracer candidate, positioningACI-12589 as a potentially game-changing tool for reliable diagnosis and monitoring of disease progression in PD. Further preclinicaldata for ACI-12589 were presented at the AD/PD™ 2021 conference, showing excellenttarget engagement and signal specificity on additional patient-derived tissues including multiple system atrophy (MSA) and dementiawith Lewy bodies (DLB), as well as desirable pharmacokinetic characteristics in non-human primates.Advancing the first biologically activealpha-synuclein aggregation inhibitors toward in vivo proof-of-concept studiesLeveraging its Morphomer^TM^ platform,the Company has identified and characterized the first biologically active small molecule inhibitors targeting intracellular alpha-synucleinaggregates. These initial compounds significantly decrease alpha-synuclein aggregate formation in cellular assays while demonstratingfavorable pharmacokinetic properties that support further assessment of efficacy in in vivo animal models. The mode ofaction, interference with alpha-synuclein fibrillation, has been confirmed by independent protein assays enabling innovativehit-to-lead medicinal chemistry optimization, which is currently ongoing. These preclinical results were presentedrecently at the AD/PD™ 2021 conference, and AC Immune expects to begin evaluatingselected candidates in in vivo proof-of-concept (PoC) studies in Q3 2021.Accelerating development of multiplecandidates targeting the NLRP3 inflammasome pathwayAC Immune recently announced keyadvancements in its small molecule and antibody programs targeting the NLRP3 inflammasome. The Company successfullyidentified, and filed patent applications for, various chemical series of potent small molecule NLRP3 inhibitors with demonstratedbiological activity across multiple functional assays. Furthermore, initial animal studies show highly potent target inhibitionin a model of peripheral inflammation, providing the first evidence of in vivo activity. AC immune is currently evaluatingpotential lead compounds for further in vivo efficacy and CNS delivery. The Company expects to initiate in vivoPoC studies for CNS- 3/6 optimized lead compounds for developmentin AD and other key neurodegenerative diseases by year end, as well as evaluate the potential of a second lead molecule in a clinicallyrelevant non-CNS disease model.In parallel, AC Immune successfully identifiedantibodies that bind with high affinity and neutralize a key downstream component of the NLRP3 pathway called ASC (apoptosis-associatedspeck-like protein containing a C-terminal caspase recruitment domain), which acts extracellularly to exacerbate damage causedby proteinopathies, in particular Abeta. The Company’s antibody candidates potently inhibit ASC-mediated inflammatory responsesin vitro, and selected antibodies will be further evaluated in in vivo PoC studies using animal models of human disease,which AC Immune expects to start by year end.First-in-class TPD-43 therapeutic anddiagnostic candidates expected to reach key value-inflection pointsAC Immune’s novel anti-TDP-43therapeutic antibody candidates and diagnostic TDP-43 PET tracer candidates are among the most advanced in development withthe potential to have a substantial impact on public health. In addition to being a major co-pathology in AD, pathologicalTDP-43 is also a primary disease driver for NeuroOrphan indications such as amyotrophic lateral sclerosis (ALS) andfrontotemporal lobar degeneration with TDP-43 pathology (FTLD-TDP), as well as the very large, recently described indicationlimbic-predominant age-related TDP-43 encephalopathy (LATE), which causes AD-like dementia in older patients. There arecurrently no targeted therapies or diagnostics available to address TDP-43 proteinopathies.The Company’s lead TDP-43 antibodycandidate is currently in IND-enabling studies, having shown the ability to mitigate TDP-43 neuropathology in a mouse model ofTDP-43 proteinopathies. These studies are continuing in 2021 and AC Immune expects to start preclinical toxicology studies byyear end. AC Immune is also leveraging its anti-TDP-43 antibodies to develop novel, highly sensitive immuno-assays for the detectionand quantification of TDP-43 isoforms in biofluids (blood and/or CSF), which is supported by a highlycompetitive grant from Target ALS. AC Immune expects to develop the first of these novel immuno-assays by year end.Further characterization and lead optimizationhas progressed for AC Immune’s first-in-class Morphomer™-derived TDP-43 PET imaging tracers, which demonstrate highaffinity binding to brain-derived pathological TDP-43 aggregates as well as direct target engagement within patient brain tissuesamples. AC Immune expects to initiate IND-enabling studies for its lead TDP-43 PET tracer candidate in Q3 2021. This programis supported by a highly competitive grant from the ‘EU Joint Programme –Neurodegenerative Disease Research’ (JPND), and will be conducted in collaboration with the JPND ImageTDP-43 consortium.Further preclinicalresults for both the anti-TDP-43 antibody and TDP-43-PET tracer programs were reported during oral presentations atthe AD/PD™ 2021 conference. 4/6 Section 2:2021 execution strategy and anticipated milestonesAC Immune’sexecution strategy is focused on three key initiatives, which support the Company’s overarching goal of enabling precisionmedicine for neurodegenerative diseases:| ▪ | The Company plans to accelerate the development of its late-stage<br>therapies in AD in collaboration with its strategic partners, including its novel pTau vaccine with Janssen Pharmaceuticals Inc.,<br>which continues to show great promise || --- | --- || ▪ | AC Immune is sharpening its strategic focus on non-AD indications<br>with high unmet need. Currently this includes its anti-Abeta vaccine in people with DS, as well as its therapeutic and diagnostic<br>candidates targeting TDP-43 and alpha-synuclein, where the Company may focus in-house efforts on select NeuroOrphan indications<br>while seeking potential partnerships for larger indications like LATE and PD. Furthermore, AC Immune’s NLRP3 inflammasome-targeted<br>programs have broad applicability both within CNS and non-CNS indications || --- | --- || ▪ | The Company plans to accelerate advancement of its diagnostic candidates<br>to late-stage development, as continued leadership in precision medicine is a key differentiator for AC Immune. These candidates<br>include its Tau, alpha-synuclein, and TDP-43 PET tracers, which potentially enable earlier disease diagnosis, improved clinical<br>trial outcomes and additional revenue generation for the Company || --- | --- | 5/6 AC Immune’s milestones for 2021 aresummarized below:| Timing | Program | Target / modality | Indication | Anticipated Milestone || --- | --- | --- | --- | --- || Q1<br><br> <br><br><br> <br>Achieved | ACI-35.030 | pTau vaccine | AD | Phase 1b/2a mid-dose interim analysis || | ACI-24 in AD | Abeta vaccine | AD | Phase 2 interim analysis (12 month) || | ACI-24 in DS | Abeta vaccine | DS-related AD | Top line Phase 1b study results || | a-syn-PET | a-syn PET diagnostic | PD, a-synucleinopathies | Start FiH study || Q2 | Semorinemab | Tau antibody | AD | Phase 2 primary completion || | ACI-24 in AD | Abeta vaccine | AD | Phase 2 interim analysis (18 month) || | JACI-35.054 | pTau vaccine | AD | Phase 1b/2a low-dose interim analysis || | ACI-3024 | Tau small molecule | NeuroOrphan | Select NeuroOrphan indication || Q3 | a-syn-PET | a-syn PET diagnostic | PD, a-synucleinopathies | FiH study readout || | Mor-a-syn | a-syn small molecule | PD, a-synucleinopathies | Start in vivo PoC studies || | TDP-43-PET | TDP-43 PET diagnostic | NeuroOrphan, LATE | Initiate IND-enabling studies || Q4 | ACI-35.030 | pTau vaccine | AD | Phase 1b/2a high-dose interim analysis || | ACI-24 in DS | Abeta vaccine | AD | Submit IND for optimized formulation || | Mor-NLRP3 | NLRP3 small molecule | non-CNS (undisclosed) | Report in vivo PoC in disease-relevant model || | Mor-NLRP3 | NLRP3 small molecule | CNS (undisclosed) | Start in vivo PoC || | NLRP3-mAb | NLRP3 antibody | CNS (undisclosed) | Start in vivo PoC || | TDP43-mAb | TDP-43 antibody | NeuroOrphan, LATE | Initiate IND-enabling toxicology || | TDP-43-biofluid | TDP-43 biofluid diagnostic | NeuroOrphan, LATE | Establish validation ready assay | 6/6 Exhibit99.3
Statutory Financial Statements (Swiss CO)1 January- 31 December 2020| Financial Statements | 2 || --- | --- || Notes to the Financial Statements | 4 |AC Immune SAEPFL Innovation Park1015 Lausanne / EcublensSwitzerland Report of the statutory auditorto the General Meeting of AC Immune SAEcublensReport on the audit of the financial statementsOpinionWe have audited the financial statements of AC Immune SA, whichcomprise the balance sheet as at 31 December 2020, income statement and notes for the year then ended, including a summary of significantaccounting policies.In our opinion, the accompanying financial statements as at31 December 2020 comply with Swiss law and the company’s articles of incorporation.Basis for opinionWe conducted our audit in accordance with Swiss law and SwissAuditing Standards. Our responsibilities under those provisions and standards are further described in the “Auditor’sresponsibilities for the audit of the financial statements” section of our report.We are independent of the entity in accordance with the provisionsof Swiss law and the requirements of the Swiss audit profession and we have fulfilled our other ethical responsibilities in accordancewith these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.Our audit approach| Overview | Overall materiality: CHF 740’000 || --- | --- ||
| We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the entity, the accounting processes and controls, and the industry in which the entity operates. || | As a key audit matter the following area of focus<br> has been identified:<br><br> <br><br><br> <br>Revenue recognition – License agreement with<br> Eli Lilly and Company |MaterialityThe scope of our audit was influenced by our application ofmateriality. Our audit opinion aims to provide reasonable assurance that the financial statements are free from material misstatement.Misstatements may arise due to fraud or| PricewaterhouseCoopers SA, avenue C.-F. Ramuz 45, case<br> postale, CH-1001 Lausanne, Switzerland<br><br> <br><br><br> <br>Téléphone: +41 58 792 81 00, Téléfax:<br> +41 58 792 81 10, www.pwc.ch<br><br> <br><br><br> <br>PricewaterhouseCoopers<br> SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal<br> entity. || --- | error. They are considered material if, individually or in aggregate, they could reasonablybe expected to influence the economic decisions of users taken on the basis of the financial statements.Based on our professional judgement, we determined certain quantitativethresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below.These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extentof our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statementsas a whole.| Overall materiality | CHF 740’000 || --- | --- || How we determined it | 1% of total operating expenses || Rationale for the materiality benchmark applied | We chose total operating expenses as the materiality benchmark because, in our view, it is the benchmark that best reflects the Entity, which is a start-up still in a developmental phase and has no recurring revenues. |We agreed with the Audit and Finance Committee that we wouldreport to them misstatements above CHF 74’000 identified during our audit as well as any misstatements below that amountwhich, in our view, warranted reporting for qualitative reasons.Audit scopeWe designed our audit by determining materiality and assessingthe risks of material misstatement in the financial statements. In particular, we considered where subjective judgements were made;for example, in respect of significant accounting estimates that involved making assumptions and considering future events thatare inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, includingamong other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due tofraud.Report on key audit matters based on thecircular 1/2015 of the Federal Audit Oversight AuthorityKey audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of the financial statements of the current period. These matters were addressedin the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters.Revenue recognition – License agreementwith Eli Lilly and Company| Key audit matter | How our audit addressed the key audit matter || --- | --- || AC Immune SA has entered into a material revenue-generating<br> license and collaborative research and development contract with Eli Lilly and Company (“license agreement”). The license<br> agreement contains upfront fees related to the grant of right of use over licenses, additional payments based on achievement of<br> various clinical and commercial milestones and royalties on commercial sales. The license agreement also sets out certain obligations<br> on the company to deliver research and development services.<br><br> <br><br><br> <br>Given the complex nature of the license agreement,<br> judgements involved in identifying performance obligations, allocating the transaction price and in determining the pattern of<br> revenue recognition, we consider this area to be a key audit matter for our audit.<br><br> <br><br><br> <br>Refer to Note 2 in the financial statements for AC<br> Immune SA's accounting policy. | We assessed the application of the accounting policy<br> for the license agreement in accordance with Swiss law.<br><br> <br><br><br> <br>We read the respective contract, and reviewed Management’s<br> assessment of the performance obligation(s), the determination, and allocation of the transaction price to the respective performance<br> obligation(s), and Management’s conclusion as to whether revenues was recognized when the performance obligations were satisfied.<br><br> <br><br><br> <br>Based on our procedures we consider management’s<br> approach regarding the accounting treatment of the license agreement to be adequate. || 3 AC Immune SA | Report of the statutory auditor to the General Meeting || --- | Responsibilities of the Board of Directorsfor the financial statementsThe Board of Directors is responsible for the preparation ofthe financial statements in accordance with the provisions of Swiss law and the company’s articles of incorporation, andfor such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements thatare free from material misstatement, whether due to fraud or error.In preparing the financial statements, the Board of Directorsis responsible for assessing the entity’s ability to continue as a going concern, disclosing, as applicable, matters relatedto going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate theentity or to cease operations, or has no realistic alternative but to do so.Auditor’s responsibilities for theaudit of the financial statementsOur objectives are to obtain reasonable assurance about whetherthe financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conductedin accordance with Swiss law and Swiss Auditing Standards will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with Swiss law and Swiss AuditingStandards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and<br>perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis<br>for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,<br>as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. || --- | --- || · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate<br>in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. || --- | --- || · | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures<br>made. || --- | --- || · | Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on<br>the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt<br>on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required<br>to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures<br>are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s<br>report. However, future events or conditions may cause the entity to cease to continue as a going concern. || --- | --- |We communicate with the Board of Directors or its relevant committeeregarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.We also provide the Board of Directors or its relevant committeewith a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions takento eliminate threats or safeguards applied.From the matters communicated with the Board of Directors orits relevant committee, we determine those matters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.| 4 AC Immune SA | Report of the statutory auditor to the General Meeting || --- | Report on other legal and regulatory requirementsIn accordance with article 728a paragraph 1 item 3 CO and SwissAuditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financialstatements according to the instructions of the Board of Directors.We recommend that the financial statements submitted to yoube approved.PricewaterhouseCoopers SA| /s/ Michael Foley<br><br> <br><br><br> <br>Michael Foley<br><br> <br><br><br> <br>Audit expert<br><br> <br><br><br> <br>Auditor in charge | /s/ Alex Fuhrer<br><br> <br><br><br> <br>Alex Fuhrer<br><br> <br><br><br> <br>Audit expert || --- | --- |Lausanne, 23 March 2021| 5 AC Immune SA | Report of the statutory auditor to the General Meeting || --- | AC Immune SA, EcublensBalance Sheet| | | | As at 31 December, | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- || in CHF thousands | Notes | | 2020 | | | 2019 | | || Assets | | | | | | | | || Current assets | | | | | | | | || Cash and cash equivalents | | 5 | | 160,893 | | | 193,587 | || Short-term financial assets | | 5 | | 65,000 | | | 95,000 | || Other current receivables | | | | | | | | || - Third parties | | 6 | | 329 | | | 304 | || Prepaid expenses | | 7 | | 3,954 | | | 2,796 | || Accrued income | | 8 | | 1,591 | | | 1,095 | || Total current assets | | | | 231,767 | | | 292,782 | || Non-current assets | | | | | | | | || Long-term financial assets | | 4 | | 334 | | | 304 | || Property, plant and equipment | | 3 | | 4,420 | | | 3,917 | || Total non-current assets | | | | 4,754 | | | 4,221 | || Total assets | | | | 236,521 | | | 297,003 | || Liabilities and shareholders' equity | | | | | | | | || Current liabilities | | | | | | | | || Trade payables | | | | | | | | || - To third parties | | 9 | | 2,184 | | | 142 | || Accrued expenses | | 9 | | 11,085 | | | 11,805 | || Deferred income | | 10 | | 307 | | | 4,477 | || Short-term financing obligation | | 11 | | - | | | 652 | || Total current liabilities | | | | 13,576 | | | 17,076 | || Non-current liabilities | | | | | | | | || Shareholders' equity | | | | | | | | || Share capital | | 12 | | 1,538 | | | 1,435 | || Reserves from capital contributions | | | | 341,482 | | | 340,643 | || Accumulated losses brought forward | | | | (62,151 | ) | | (107,320 | ) || Treasury shares | | 13 | | (100 | ) | | - | || Profit / (loss) for the year | | | | (57,824 | ) | | 45,169 | || Total shareholders' equity | | | | 222,945 | | | 279,927 | || Total liabilities and shareholders' equity | | | | 236,521 | | | 297,003 | | | Statutory Financial Statements | 2 || --- | --- | AC Immune SA, EcublensIncome Statement| | | | For the Years Ended 31 December, | | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- || in CHF thousands | Notes | | 2020 | | | 2019 | | || Contract revenue | | 14 | | 16,766 | | | 111,073 | || Operating expenses | | | | | | | | || Salaries and related costs | | 15 | | (22,681 | ) | | (19,076 | ) || Operating expenses | | 15 | | (49,833 | ) | | (42,946 | ) || Depreciation of fixed assets | | 15 | | (1,523 | ) | | (1,273 | ) || Total operating expenses | | | | (74,037 | ) | | (63,295 | ) || Operating (loss) / profit | | | | (57,271 | ) | | 47,778 | || Financial income | | 16 | | 102 | | | 343 | || Financial expenses | | 16 | | (655 | ) | | (2,952 | ) || Total net financial expenses | | | | (553 | ) | | (2,609 | ) || (Loss) / Profit for the period | | | | (57,824 | ) | | 45,169 | | | Statutory Financial Statements | 3 || --- | --- | AC Immune SA, EcublensNotes to the financial statements| 1. | General information || --- | --- |AC Immune SA (the “Company,” “AC Immune,”“ACIU,” “we,” “our,” “ours,” or “us”) is a clinical stage biopharmaceuticalcompany leveraging our two proprietary technology platforms to discover, design and develop novel, proprietary medicines and diagnosticsfor prevention and treatment of neurodegenerative diseases associated with protein misfolding. Misfolded proteins are generallyrecognized as the leading cause of neurodegenerative diseases, such as Alzheimer’s disease, or AD, and Parkinson’sdisease, or PD, with common mechanisms and drug targets, such as Abeta, Tau alpha-synuclein and TDP-43. Our corporate strategyis founded upon a three-pillar approach that targets (i) AD, (ii) focused non-Alzheimer’s neurodegenerative diseases includingNeuroOrphan indications and (iii) diagnostics. We use our two unique proprietary platform technologies, SupraAntigen (conformation-specificbiologics) and Morphomer (conformation-specific small molecules), to discover, design and develop novel medicines and diagnosticsto target misfolded proteins.The Company was initially incorporated as a limited liabilitycompany on February 13, 2003 in Basel and effective August 25, 2003 was transitioned into a stock company. The Company’scorporate headquarters are located at EPFL Innovation Park Building B, 1015 Lausanne, Switzerland.The statutory financial statements of AC Immune SA for the periodended 31 December 2020 were authorized for issue in accordance with a resolution of the Board of Directors on 19 March 2021 andwill be submitted to the next Ordinary General Assembly.During 2020 and 2019, AC Immune had an annual average of morethan 50 but less than 250 full time equivalent positions.Where necessary, comparative figures have been adjusted to conformwith changes in presentation in the current year.| 2. | Summary of significant accounting principles || --- | --- |The present annual accounts have been preparedin accordance with the provisions of the Swiss law on accounting and financial reporting (32^nd^ Title of the Swiss Codeof Obligations). The principal accounting policies are set out below. These policies have been consistently applied to all theyears presented, unless otherwise stated.Current vs. non-current classificationThe Company presents assets and liabilities in the balance sheetbased on current/non-current classification. The Company classifies all amounts to be realized or settled within 12 months afterthe reporting period to be current and all other amounts to be non-current.Foreign currency transactionsThe financial statements are presentedin Swiss Francs (CHF). Foreign currency transactions are translated into the functional currency (CHF) using prevailing exchangerates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into CHFat rates of exchange prevailing at the reporting date. Any gains or losses from these translations are included in the income statementin the period in which they arise.Non-monetary assets and liabilities athistorical costs are converted at the foreign exchange rate at the time of the transaction. Any foreign exchange profits are deferredin the balance sheet as not having an effect on net income. Foreign exchange losses, on the other hand, are recorded in the profitand loss account.Revenue recognitionRevenue includes upfront fees, milestone payments as well asrevenue from research and development agreements associated with collaborations with third parties and grants from public institutionsand foundations.License of intellectual propertyRevenue from non-refundable, upfront license payments and performancemilestones where the Company has continuing involvement is recognized over the estimated performance or agreement period, dependingon the terms of the agreement. The recognition of revenue is prospectively changed for subsequent changes in the development oragreement period. | Statutory Financial Statements | 4 || --- | --- | AC Immune SA, EcublensFor collaboration agreements on productcandidates (i) that are in clinical development, (ii) where the upfront payment reflects a payment for past investmentsthe Company has made in the development of the product candidate, access to the product candidate, the associated intellectualproperty and our knowledge, and, (iii) where there is no further performance commitment, the Company recognizes the fair valueof the upfront payment at the time of entering into the collaboration agreement. For collaboration agreements (i) in clinicaldevelopment but where conditions (ii) and (iii) are not met, the Company recognizes revenue from upfront payments underour collaboration agreements pro-rata over the term of the estimated period of performance under each agreement.For collaboration agreements, in addition to receiving upfrontpayments, the Company is also entitled to milestone and other contingent payments upon achieving pre-defined objectives.Milestone paymentsRevenue from milestones, if they are non-refundable and deemedsubstantive, is recognized upon successful accomplishment of the milestones. To the extent that non-substantive milestones areachieved and the Company has remaining performance obligations, milestones are deferred and recognized as revenue over the estimatedremaining period of performance.Research and development servicesThe Company has certain arrangements with our collaborationpartners that include contracting our full-time employees for research and development programs. These revenues are recorded inlicense and collaboration revenues as the services are performed.Research and development expendituresGiven the stage of development of the Company’s products,all research expenditure is recognized as expense when incurred. Research and development expenditures include:| · | the cost of acquiring, developing and manufacturing active pharmaceutical ingredients for product candidates that have not<br>received regulatory approval, clinical trial materials and other research and development materials; || --- | --- || · | fees and expenses incurred under agreements with contract research organizations, investigative sites, and other entities in<br>connection with the conduct of clinical trials and preclinical studies and related services, such as administrative, data management,<br>and laboratory services; || --- | --- || · | fees and costs related to regulatory filings and activities; || --- | --- || · | costs associated with preclinical and clinical activities; and || --- | --- || · | employee-related expenses, including salaries and bonuses, benefits, travel and stock-based compensation expense || --- | --- |For external research contracts, expenses include those associatedwith contract research organizations, or CROs, or contract manufacturing organizations, or CMOs. The invoicing from CROs or CMOsfor services rendered do not always align with the timing of service performed. We accrue the cost of services rendered in connectionwith CRO or CMO activities based on our estimate of the “stage of completion” for such contracted services. We maintainregular communication with our CRO or CMO vendors to gauge the reasonableness of our estimates and accrue expenses as of the balancesheet date in the financial statements based on facts and circumstances known at the time.Registration costs for patents are part of the expenditure forresearch and development projects. Therefore, registration costs for patents are expensed when incurred as long as the researchand development project concerned does not meet the criteria for capitalization.Property, plant and equipmentEquipment is shown at historical acquisition cost, less accumulateddepreciation and any accumulated impairment losses. Historical costs include expenditures that are directly attributable to theacquisition of the property, plant and equipment. Depreciation is calculated using a straight-line method to write off the costof each asset to its residual value over its estimated useful life as follows:| IT equipment | 3 years || --- | --- || Laboratory equipment | 5 years || Leasehold improvements / furniture | 5 years | | Statutory Financial Statements | 5 || --- | --- | The assets’ residual values and useful lives are reviewed,and adjusted if appropriate, at each balance sheet date. Where an asset’s carrying amount is greater than its estimated recoverableamount, it is written down to its recoverable amount.Gains and losses on disposals are determinedby comparing the disposal proceeds with the carrying amount and are included in the income statement.Financial assets and liabilitiesThe Company’s financial assets and liabilities are comprisedof receivables, cash and cash equivalents, short-term financial assets, trade payables and financing obligations.ReceivablesReceivables are non-derivative financial assets with fixed paymentsthat are not quoted in an active market. They arise when the Company provides money, goods or services directly to a debtor withno intention of trading the receivable. They are included in current assets, except for those with maturities greater than 12 monthsafter the balance sheet date, which are classified as long-term assets. Receivables are recognized at their billing value. An allowancefor doubtful accounts is recorded for potential estimated losses when there is evidence of the debtor’s inability to makerequired payments and the Company assesses on a forward-looking basis the expected credit losses associated with these receivablesheld at amortized cost.Short-term financial assetsShort-term financial assets are held withexternal financial institutions and comprise fixed-term deposits with maturities ranging from more than 3 until 12 months in duration.Cash and cash equivalentsCash and cash equivalents include depositsheld with external financial institutions and cash on hand. All cash and cash equivalents are either in cash or in deposits withoriginal duration of less than 3 months.The Company assesses at each period whether there is objectiveevidence that financial assets are impaired.Trade payablesTrade payables are recognized initiallyat nominal amount, which represents cost incurred.Financing obligationThe Company’s financing obligation related to its agreementwith a third party. This financing obligation has been fully repaid as of December 31, 2020. | Statutory Financial Statements | 6 || --- | --- | AC Immune SA, EcublensSignificant ShareholdersPrincipal shareholders who own more than5 percent of the voting rights as at 31 December:| | Shares Owned | | | | | Shares Owned | | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- || | 2020 | | | | | 2019 | | | | || Principal Shareholders | Number | | Percent | | | Number | | Percent | | || 5% Shareholders | | | | | | | | | | || dievini Hopp BioTech holding GmbH & Co KG^(1)^ | | 18,041,000 | | 25.1 | % | | 18,041,000 | | 25.1 | % || Varuma AG^(2)^ | | 11,999,999 | | 16.7 | % | | 11,999,999 | | 16.7 | % || BVF Inc.^(3)^ | | 9,816,658 | | 13.6 | % | | 11,342,505 | | 15.8 | % || EcoR1 Capital, LLC^(4)^ | | 4,702,160 | | 6.5 | % | | - | | - | || Eli Lilly and Company^(5)^ | | 3,615,328 | | 5.0 | % | | 3,615,328 | | 5.0 | % || (1) | Represents 18,041,000 shares held by dievini Hopp BioTech holding GmbH & Co KG. Dietmar Hopp controls the voting and investment decisions of the ultimate parent company of dievini Hopp BioTech holding GmbH & Co KG. The shares registered in the name of dievini Hopp BioTech holding GmbH & Co KG may also be deemed to be beneficially owned by Friedrich von Bohlen und Halbach, who is a managing director of dievini Hopp BioTech holding GmbH & Co KG. The address for dievini Hopp BioTech holding GmbH & Co KG, Friedrich von Bohlen und Halbach is Johann-Jakob-Astor Str. 57, 69190 Walldorf, Germany. || --- | --- || (2) | The address for Varuma AG is Aeschenvorstadt 55, CH-4051 Basel,<br> Switzerland. Rudolf Maag controls the voting and investment decisions of Varuma AG. || --- | --- || (3) | Based on information set forth in a Schedule 13G filed with the SEC by Biotechnology Value Fund on February 14, 2020, these shares consist of 9,816,658 shares held of record by BVF Inc. The address of BVF Inc. is 44 Montgomery St., 40th Floor, San Francisco, California 94104. || --- | --- || (4) | Based on information set forth in a Schedule 13G filed with<br> the SEC by EcoR1 Capital on January 22, 2021, these shares consist of 4,702,160 shares held of record by EcoR1 Capital, LLC. The<br> address of EcoR1 Capital, LLC is 357 Tehama Street #3, San Francisco, California 94103. || --- | --- || (5) | Represents 3,615,328 that Lilly obtained as part of<br>its conversion in April 2019 of the Convertible Note Agreement which was deemed effective in January 2019. See Form 20-F as filed. || --- | --- |Operating lease liabilitiesWe have been a tenant at our current locationin the EPFL Innovation Park in Ecublens/Lausanne since shortly after our inception in 2003. We lease our corporate, laboratoryand other facilities under multiple operating leases that are month to month with no termination clause longer than a 12-monthcontractual notice period. Our lease agreements are structured such that we can exit these lease agreements without penalty providedwe give the owner of our premises sufficient notice. As of 31 December 2020, total minimum liability for the remaining term wasCHF 807 thousand.ProvisionsProvisions are recognized when the Companyhas a present legal or constructive obligation as a result of past events where it is more likely than not that an outflow of resourceswill be required to settle the obligation, and a reliable estimate of the amount can be made.Critical judgments and accounting estimatesThe preparation of financial statementsin conformity with the Swiss Code of Obligations requires management to make judgments, estimates and assumptions that affect theapplication of accounting policies and the reported amounts of assets, liabilities, income and expenses.The areas where AC Immune has had to makejudgments, estimates and assumptions relate to (i) revenue recognition on collaboration and licensing agreements and (ii) clinicaldevelopment accruals. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoingbasis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periodsaffected. | Statutory Financial Statements | 7 || --- | --- | AC Immune SA, EcublensInformation relating to items on Balance Sheet and Income Statement| 3. | Property, plant and equipment || --- | --- || | As at 31 December, | | | | | || --- | --- | --- | --- | --- | --- | --- || in CHF thousands | 2020 | | | 2019 | | || Furniture | | 214 | | | 158 | || IT equipment | | 1,503 | | | 1,187 | || Lab equipment | | 7,951 | | | 6,698 | || Leasehold improvements | | 464 | | | 402 | || Total property, plant and equipment | | 10,132 | | | 8,445 | || Accumulated depreciation | | (5,712 | ) | | (4,528 | ) || Total | | 4,420 | | | 3,917 | || 4. | Long-term financial assets || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Rental deposit (restricted cash) | | 329 | | 301 || Security deposit | | 5 | | 3 || Total | | 334 | | 304 || 5. | Cash and cash equivalents and short-term financial assets || --- | --- || | | | || --- | --- | --- | --- || in CHF thousands | | 2019 | || Cash and cash equivalents | 160,893 | | 193,587 || Short-term financial assets due in one year or less | 65,000 | | 95,000 || Total | 225,893 | | 288,587 || Cash and cash equivalents by currency | | | || CHF | 152,537 | | 158,173 || | 4,215 | | 10,169 || | 4,141 | | 25,245 || Total | 160,893 | | 193,587 |All values are in Euros.| 6. | Other current receivables || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Other current receivables | | | | || - from third parties | | 329 | | 304 || Total | | 329 | | 304 | | Statutory Financial Statements | 8 || --- | --- | AC Immune SA, Ecublens| 7. | Prepaid expenses || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Prepaid expenses (current) | | 3,954 | | 2,796 || Total | | 3,954 | | 2,796 || 8. | Accrued income || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Accrued income | | 1,591 | | 1,095 || Total | | 1,591 | | 1,095 || 9. | Trade payables and accrued liabilities || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Trade payables | | 2,184 | | 142 || Accrued payroll expenses | | 3,494 | | 2,904 || Accrued R&D costs | | 5,298 | | 7,228 || Other accrued expenses | | 2,293 | | 1,673 || Total accrued expenses | | 11,085 | | 11,805 || Total payables and accrued liabilities | | 13,269 | | 11,947 |As at 31 December 2020 and 2019 the Company held liabilitiestoward our pension insurance provider, amounting to CHF 493 thousand, and nil, respectively.| 10. | Deferred income || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Current portion of deferred income | | 307 | | 4,477 || Total deferred income | | 307 | | 4,477 || 11. | Financing obligation || --- | --- || | As at 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Short-term financing obligation | | - | | 652 || Total | | - | | 652 | | Statutory Financial Statements | 9 || --- | --- | AC ImmuneSA, Ecublens| 12. | Share capital || --- | --- |As of 31 December 2020 and 2019, the issuedshare capital amounted to CHF 1,537,748 and CHF 1,434,826, respectively, and is composed of common shares of 76,887,449 and 71,741,285,respectively. The common shares have nominal values of CHF 0.02 per share. All shares have been fully paid.| 13. | Treasury shares || --- | --- |As of 31 December 2020 and 2019, the Companyheld treasury shares amounting to CHF 100,000 and nil, respectively, composed of treasury shares of 5,000,000 and nil, respectively.The treasury shares are held by the Companyand are not considered outstanding shares as of December 31, 2020.| 14. | Revenues || --- | --- || | For the Years Ended 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Contract revenue | | 16,766 | | 111,073 || Total | | 16,766 | | 111,073 || 15. | Operating expenses || --- | --- || | For the Years Ended 31 December, | | | || --- | --- | --- | --- | --- || in CHF thousands | 2020 | | 2019 | || Salaries and related costs | | | | || - related to research and development | | 13,912 | | 12,011 || - related to general administrative | | 8,769 | | 7,065 || Total salaries and related cost | | 22,681 | | 19,076 || Research and development expenses | | | | || - related to research and development expense | | 42,724 | | 35,990 || Total research and development expenses | | 42,724 | | 35,990 || General and administrative expenses | | | | || - related to regular general and administrative | | 7,109 | | 6,956 || Total general and administrative expenses | | 7,109 | | 6,956 || Depreciation of fixed assets | | 1,523 | | 1,273 || Total operating expenses | | 74,037 | | 63,295 | | Statutory Financial Statements | 10 || --- | --- | AC Immune SA, Ecublens| 16. | Financial income and expenses || --- | --- || | For the Years Ended 31 December, | | | | | || --- | --- | --- | --- | --- | --- | --- || in CHF thousands | 2020 | | | 2019 | | || Financial income | | | | | | || - interest income | | 38 | | | 343 | || - gain on asset disposal | | 64 | | | - | || Total financial income | | 102 | | | 343 | || Financial expenses | | | | | | || - foreign exchange (losses) | | (555 | ) | | (2,392 | ) || - bank fees | | (9 | ) | | (13 | ) || - interest expense | | (83 | ) | | (528 | ) || - loss on asset disposal | | (8 | ) | | (19 | ) || Total financial expenses | | (655 | ) | | (2,952 | ) || Total financial result | | (553 | ) | | (2,609 | ) | | Statutory Financial Statements | 11 || --- | --- | | 17. | Shareholders rights and equity<br> awards || --- | --- |The following table presents information on the allocation ofshares and equity awards to executive officers, directors and employees in accordance with Article 959c, paragraph 2, number 11Swiss Code of Obligations (CO) as at 31 December 2020:| | Shares | | | | Equity Awards | | | || --- | --- | --- | --- | --- | --- | --- | --- | --- || in CHF thousands | Number | | KCHF | | Number | | KCHF | || Issued to executive officers and directors | | 3,162,198 | | 14,563 | | 1,836,259 | | 8,853 || Issued to employees | | 424,069 | | 1,953 | | 1,133,191 | | 5,100 || Total | | 3,586,267 | | 16,516 | | 2,969,450 | | 13,953 |Share values are based on the Company’s share price of$5.17 (CHF 4.61) on 31 December 2020. Equity awards are comprised of options and non-vested stock (restricted shares and restrictedshare units) awards. The fair value of our options is determined using the Black-Scholes-Merton Model and our non-vested stockawards are valued using a reasonable estimate of market value of the common stock on the date of the award. Total shares are derivedfrom our transfer agent’s records as at 31 December 2020.The table below presents beneficial ownership of executive officersand directors, including affiliated entities, if applicable, in accordance with Article 663c CO as at 31 December 2020:| Beneficial ownership of executive officers and directors | Number of Shares | | Number of Equity Awards | || --- | --- | --- | --- | --- || | 2020 | | 2020 | || Andrea Pfeifer, Ph.D., Chief Executive Officer and Director | | 2,352,215 | | 698,314 || Joerg Hornstein, Chief Financial Officer | | - | | 508,308 || Jean-Fabien Monin, Chief Administrative Officer | | 289,940 | | 75,073 || Marie Kosco-Vilbois, Ph.D., Chief Scientific Officer | | 20,661 | | 154,150 || Piergiorgio Donati, Chief Technical Operations Officer | | 4,500 | | 83,084 || Douglas, Williams, Ph.D., Chairman and Director | | - | | 55,637 || Martin Velasco, Vice-Chairman and Director | | 444,250 | | 50,470 || Roy Twyman, M.D., Director | | - | | 52,646 || Peter Bollmann, Ph.D., Director | | 46,609 | | 34,464 || Thomas Graney, Director | | 4,023 | | 46,292 || Werner Lanthaler, Ph.D., Director | | - | | 46,370 || Carl June, M.D., Director | | - | | 31,451 || 18. | Post balance sheet events || --- | --- |Management has evaluated subsequentevents after the balance sheet date, through the issuance of these financial statements, for appropriate accounting and disclosures.We raised USD 8.8 (CHF 8.0) million, net of sales agent commissions, from the sale 764,977 of our ordinary shares pursuant to ourATM program in February 2021. | Statutory Financial Statements | 12 || --- | --- | Exhibit 99.4
Reportof the Statutory Auditor on the Compensation Report in Accordance with the Ordinance against Excessive Compensation in Stock ExchangeListed Companies (Ordinance)Contents| · | Report<br> of the Statutory Auditor || --- | --- || · | Compensation<br> of the Board of Directors || --- | --- || · | Compensation<br> of the Members of the Executive Management || --- | --- || · | Equity<br> Incentive Plans of the Board of Directors and the Members of the Executive Management || --- | --- |Annex| · | Compensation<br> Philosophy, Principles and Governance || --- | --- | | AC Immune SA<br><br> <br><br><br> <br>Ecublens<br><br> <br><br><br> <br>Report of the statutory auditor to the<br><br> <br><br><br> <br>General Meeting<br><br> <br><br><br> <br>on the compensation report 2020 || --- |
Report of the statutory auditorto the General Meeting of AC Immune SAEcublensWe have audited the accompanying compensation report of AC ImmuneSA for the year ended 31 December 2020. The audit was limited to the information according to articles 14–16 of the Ordinanceagainst Excessive Compensation in Stock Exchange Listed Companies (Ordinance) contained in the tables 1.c., 2.c. and 3 and theinformation in sections 1.b. and 3 of the compensation report.Board of Directors’ responsibilityThe Board of Directors is responsible for the preparation andoverall fair presentation of the compensation report in accordance with Swiss law and the Ordinance against Excessive Compensationin Stock Exchange Listed Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration systemand defining individual compensation packages.Auditor’s responsibilityOur responsibility is to express an opinion on the accompanyingcompensation report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the compensation report complieswith Swiss law and articles 14–16 of the Ordinance.An audit involves performing procedures to obtain audit evidenceon the disclosures made in the compensation report with regard to compensation, loans and credits in accordance with articles 14–16of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatements in the compensation report, whether due to fraud or error. This audit also includes evaluating the reasonablenessof the methods applied to value components of remuneration, as well as assessing the overall presentation of the compensation report.We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.OpinionIn our opinion, the compensation report of AC Immune SA forthe year ended 31 December 2020 complies with Swiss law and articles 14–16 of the Ordinance.PricewaterhouseCoopers SA| /s/ Michael Foley<br><br> <br><br><br> <br>Michael Foley<br><br> <br><br><br> <br>Audit expert<br><br> <br><br><br> <br>Auditor in charge | /s/ Alex Fuhrer<br><br> <br><br><br> <br>Alex Fuhrer<br><br> <br><br><br> <br>Audit expert || --- | --- |Lausanne, 23 March 2021| PricewaterhouseCoopers SA, avenue C.-F. Ramuz 45, case<br> postale, CH-1001 Lausanne, Switzerland<br><br> <br><br><br> <br>Téléphone: +41 58 792 81 00, Téléfax:<br> +41 58 792 81 10, www.pwc.ch<br><br> <br><br><br> <br>PricewaterhouseCoopers<br> SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal<br> entity. || --- |
This compensation report of ACImmune SA (the “Company”) has been prepared in accordance with the Federal Ordinance Against Excessive Compensationin Stock Exchange Listed Companies (“Ordinance”), effective January 1, 2014.| 1. | Compensation of<br> the Board of Directors || --- | --- || a. | Board Composition<br> in 2020 and 2019 || --- | --- || Name | Appointment | Board | Audit<br><br> <br>Committee | Compensation<br><br> <br><br><br> <br>and<br><br> <br><br><br> <br>Nomination<br> Committee || --- | --- | --- | --- | --- || Douglas<br> Williams, Ph.D. | 2018 | Chairman<br> (1) | | Chairman || Martin<br> Velasco | 2003 | Vice-Chairman<br> (1)(3) | Member | Member || Peter<br> Bollmann, Ph.D. | 2015 | Director | Chairman | || Thomas<br> Graney | 2016 | Director | Member | Member || Detlev<br> Riesner, Ph.D. | 2004 | Director<br> (4) | | || Friedrich<br> von Bohlen und Halbach, Ph.D. | 2015 | Director<br> (6) | | || Andrea<br> Pfeifer, Ph.D. | 2016 | Director<br> – CEO | | || Werner<br> Lanthaler, Ph.D. | 2018 | Director | Member | || Roy<br> Twyman, M.D. | 2019 | Director<br> (2) | | || Carl<br> June, M.D. | 2020 | Director<br> (5) | | |(1) — Appointed June 28, 2019(2) — Appointed June 28,2019(3) — Chairman from 2003through June 28, 2019(4) — Retired June 28,2019(5) — Appointed November20, 2020(6) — Term expired June26, 2020Our Board of Directors is composedof seven directors, not including our Chief Executive Officer (CEO). Each director is elected for a one-year term. The currentmembers of our Board of Directors were appointed at a shareholders’ meeting held on June 26, 2020 and an extraordinary shareholders’meeting held on November 20, 2020 to serve until the 2021 shareholders’ meeting planned for June 2021.Pursuant to the NASDAQ MarketplaceRule 5615(a)(3), the Company follows Swiss rules in lieu of the NASDAQ exchange listing rules for rules regarding the nominationscommittee, independent director oversight of executive officer compensation, majority independent board representation and theestablishment of, or amendments to, equity-based compensation plans for employees. Swiss law does not require that a majorityof our Board of Directors consists of independent directors. Taking into account all applicable committee independence standards,Douglas Williams, Martin Velasco, Peter Bollmann, Thomas Graney, Werner Lanthaler, Roy Twyman and Carl June are “independentdirectors”. Detlev Riesner and Friedrich von Bohlen und Halbach were deemed “independent” during their tenureas members of our Board of Directors. In making such determination, our Board of Directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determiningthe director’s independence, including the number of ordinary shares beneficially owned by the director and his or her affiliatedentities, if any. 4
| b. | Compensation Structure || --- | --- |Board members are paid a fixedfee dependent on the function exercised. Such fees have been established in light of market practice. In addition to the fixedfee, board members are awarded equity instruments under the Company’s equity incentive plans as described within the section“Equity Incentive Plans” of this report.Commencing in and since July2019, annual fixed fees totaled and were paid semi-annually in Swiss Francs (CHF) as follows:| · | KCHF<br> 87 (net of social charges) for the Chairman of the Board || --- | --- || · | KCHF<br> 70 (net of social charges) for the Vice-Chairman of the Board || --- | --- || · | KCHF<br> 54 (net of social charges) for other members of the Board || --- | --- || · | KCHF<br> 12 (net of social charges) for the Audit and Finance Committee Chairman || --- | --- || · | KCHF<br> 6 (net of social charges) for members of the Audit and Finance Committee || --- | --- || · | KCHF<br> 15 (net of social charges) for the Compensation, Nomination and Governance Committee<br> Chairman || --- | --- || · | KCHF<br> 10 (net of social charges) for members of the Compensation, Nomination and Governance<br> Committee || --- | --- |Commencing in July 2018 and throughJune 2019, annual fixed fees totaled and were paid semi-annually in Swiss Francs (CHF) as follows:| · | KCHF<br> 87 (net of social charges) for the Chairman of the Board || --- | --- || · | KCHF<br> 54 (net of social charges) for other members of the Board || --- | --- || · | KCHF<br> 12 (net of social charges) for the Audit and Finance Committee Chairman || --- | --- || · | KCHF<br> 6 (net of social charges) for members of the Audit and Finance Committee || --- | --- || · | KCHF<br> 15 (net of social charges) for the Compensation, Nomination and Governance Committee<br> Chairman || --- | --- || · | KCHF<br> 10 (net of social charges) for members of the Compensation, Nomination and Governance<br> Committee || --- | --- | 5
| c. | 2020 and 2019 Board<br> Compensation || --- | --- |In 2020 and 2019, the total compensationof the members of the Board of Directors consists of board fees, social charges and compensation paid in the form of equity instrumentsand is outlined below:| Year | Name | Gross<br> Cash Compensation | Social<br><br> <br><br><br> <br>Contribution | FMV<br>of Equity instruments granted<br><br> <br>(2)<br>(3) | Total<br>Annual<br><br> <br>Compensation || --- | --- | --- | --- | --- | --- || | | (in<br> CHF thousands) | | | || 2020 | Douglas Williams, Ph.D. | 109 | 10 | 82 | 201 || 2019 | | 91 | 8 | 82 | 181 || 2020 | Martin Velasco | 90 | 6 | 74 | 170 || 2019 | | 100 | 8 | 74 | 182 || 2020 | Peter Bollmann, Ph.D. | 69 | 6 | 66 | 141 || 2019 | | 69 | 4 | 66 | 139 || 2020 | Thomas Graney | 70 | - | 66 | 136 || 2019 | | 70 | - | 66 | 136 || 2020 | Friedrich<br> von Bohlen und Halbach, Ph.D. (5) | 27 | - | - | 27 || 2019 | | 54 | - | 66 | 120 || 2020 | Andrea Pfeifer, Ph.D.<br> (1) | - | - | - | - || 2019 | | - | - | - | - || 2020 | Werner Lanthaler, Ph.D. | 64 | 6 | 66 | 136 || 2019 | | 64 | 6 | 66 | 136 || 2020 | Roy Twyman, M.D. | 54 | - | 66 | 120 || 2019 | | 27 | - | 132 | 159 || 2020 | Carl June, M.D. | 6 | - | 105 | 111 || 2019 | | - | - | - | - || 2020 | Detlev Riesner, Ph.D.<br> (4) | - | 5 | - | 5 || 2019 | | 28 | 2 | - | 30 || | Total<br> 2020 | 489 | 33 | 525 | 1,047 || | Total 2019 | 503 | 28 | 552 | 1,083 || (1) | — There is no compensation<br> for board participation; compensation for Andrea Pfeifer is included in section 2c below || --- | --- || (2) | — Stock options were<br> granted in 2020 and 2019 and Restricted Share Units (“RSUs”) in 2018. These<br> awards are further described in Section 3 below. We estimated the fair value of Restricted<br> Share Units using a reasonable estimate of market value of the common stock on the date<br> of the award. Stock options granted are valued using the Black-Scholes model || --- | --- || (3) | — Fair market value (“FMV”)<br> excludes Swiss social security contributions since such contributions are only due if<br> and when the equity instrument is exercised || --- | --- || (4) | — Retired June 28, 2019 || --- | --- || (5) | — Term expired June 26,<br> 2020 || --- | --- | 6
d.Loans to Board Members, payments to former members of the Board of Directors and payments to Related Parties of Members of theBoard of DirectorsFor the years ended December31, 2020 and 2019, the Company granted no loans to members or former members of the Board of Directors. Additionally, as of December31, 2020 and 2019, no such loans or credit payments existed to present or former members of the Board of Directors, or to relatedparties of present or former members of the Board of Directors.For the years ended December31, 2020 and 2019, no disclosable compensation was paid to related parties or former members of the Board of Directors.| 2. | Compensation for Members<br> of Executive Management || --- | --- || a. | Executive Management<br> Composition || --- | --- |The Executive Managementduring 2020 and 2019 was comprised of:| Name | Function | Appointment || --- | --- | --- || Andrea<br> Pfeifer, Ph.D. | Chief<br> Executive Officer | 2003 || Marie<br> Kosco-Vilbois, Ph.D. (1) | Chief<br> Scientific Officer | 2019 || Joerg<br> Hornstein | Chief<br> Financial Officer | 2017 || Jean-Fabien<br> Monin | Chief<br> Administrative Officer | 2009 || Piergiorgio<br> Donati (2) | Chief<br> Technical Operations Officer | 2019 || Sonia<br> Poli, Ph.D. (2) (3) | VP<br> Translational Science | 2019 || (1) | — Dr. Marie Kosco-Vilbois<br> was appointed Chief Scientific Officer effective January 3, 2019 || --- | --- || (2) | — New function to the Executive<br> Management team effective January 1, 2019 || --- | --- || (3) | — Dr. Sonia Poli left the<br> Company in August 2019 || --- | --- || b. | Executive Compensation<br> Principles || --- | --- |Each member of the ExecutiveManagement receives remuneration consisting of a base salary, incentive plan, social benefits and an equity incentive plan asdescribed more fully in the annex to this report. 7
| c. | 2020 and 2019 Executive<br> Compensation || --- | --- |The total compensation of theExecutive Management and the highest individual compensation of the members of the Executive Management for the years ended December31, 2020 and 2019, respectively, are outlined below:| Year | Name | Cash<br><br> <br>Compensation | Other<br><br> <br><br><br> <br>Compensation | Pension<br><br> <br><br><br> <br>(employer) | Employer’s<br><br> <br>Social<br><br> <br>Contribution<br> (1) | Cash<br><br> <br><br><br> <br>Bonus | Total | Equity<br> FMV<br><br> <br><br><br> <br>excluding<br> Social<br><br> <br><br><br> <br>Contributions<br><br> <br><br><br> <br>(2)<br> (3) || --- | --- | --- | --- | --- | --- | --- | --- | --- || | | (in<br> CHF thousands) | | | | | | || 2020 | Andrea<br> Pfeifer, Ph.D. | 520 | 28 | 75 | 88 | 395 | 1,106 | 1,100 || 2019 | | 510 | 28 | 75 | 91 | 342 | 1,046 | 700 || 2020 | Total Executive<br><br> <br><br><br> <br>Management Compensation | 1,735 | 76 | 214 | 266 | 856 | 3,147 | 2,423 || 2019 | | 1,843 | 76 | 215 | 257 | 770 | 3,161 | 1,864 || (1) | — Amounts exclude social<br> charges related to the exercise of options in the amount of CHF 42K and CHF 51K in the<br> aggregate for Executive Management in 2020 and 2019, respectively || --- | --- || (2) | — Stock options were<br> granted in 2020 and 2019 and Restricted Share Units in 2018 and are further described<br> in Section 3 below. We estimate the fair value of Restricted Share Units using a reasonable<br> estimate of market value of the common stock on the date of the award. Stock options<br> granted are valued using the Black-Scholes model || --- | --- || (3) | — Fair market value (FMV)<br> excludes Swiss social security contributions since such contributions are only due if<br> and when the equity instrument is exercised || --- | --- || d. | Loans, Severance or<br> other Compensation Paid to Members or Former Members of the Executive Management || --- | --- |For the years ended December31, 2020 and 2019, the Company granted no loans to members or former members of the Executive Management. Additionally, as ofDecember 31, 2020 and 2019, no such loans or credit payments existed to present or former members of the Executive Management,or to related parties of present or former members of the Executive Management.For the years ended December31, 2020 and 2019, no compensation was paid to related parties of present or former members of the Executive Management. 8
| 3. | Equity Incentive Plans<br> of the Board of Directors and the Executive Management || --- | --- |Boardof Directors and Executive Management Equity Incentive Plan SummaryThe Members of the Board of Directorsand Executive Management held the following equity instruments, as outlined in the following two tables, as of December 31, 2020and 2019:Investmentsheld by members of the Board of Directors ^(1)^| Year | Name | Function | Number<br> of<br><br> <br><br><br> <br>Shares | Number<br> of<br><br> <br><br><br> <br>Options<br> - Vested<br><br> <br><br><br> <br>(5) | Number<br> of<br><br> <br><br><br> <br>Options<br>- Unvested<br><br> <br>(4)<br> (5) | Number<br> of<br><br> <br><br><br> <br>Restricted<br><br> <br><br><br> <br>Share<br> Units -Vested<br><br> <br><br><br> <br>(3) | Number<br> of<br><br> <br><br><br> <br>Restricted<br><br> <br><br><br> <br>Share<br> Units -Unvested<br><br> <br><br><br> <br>(3) || --- | --- | --- | --- | --- | --- | --- | --- || 2020 | Douglas<br> Williams, Ph.D. | Chairman | - | 23,295 | 19,524 | 10,876 | 1,942 || 2019 | | Chairman | - | - | 23,295 | 8,933 | 3,885 || 2020 | Martin Velasco | Vice-Chairman | 444,250 | 21,023 | 17,619 | 11,828 | - || 2019 | | Vice-Chairman | 444,250 | 10,250 | 21,023 | 11,828 | - || 2020 | Peter Bollmann, Ph.D. | Director | 46,609 | 18,750 | 15,714 | - | - || 2019 | | Director | 15,656 | - | 18,750 | 5,953 | - || 2020 | Thomas Graney | Director | 4,023 | 18,750 | 15,714 | 11,828 | - || 2019 | | Director | 4,023 | - | 18,750 | 11,828 | - || 2020 | Friedrich<br> von Bohlen und Halbach, Ph.D. (6) | Director | - | - | - | - | - || 2019 | | Director | - | - | 18,750 | 11,828 | - || 2020 | Werner Lanthaler, Ph.D. | Director | - | 18,750 | 15,714 | 9,922 | 1,984 || 2019 | | Director | - | - | 18,750 | 7,937 | 3,969 || 2020 | Roy Twyman, M.D. | Director | - | 24,811 | 27,835 | - | - || 2019 | | Director | - | - | 36,932 | - | - || 2020 | Carl<br> June, M.D. | Director | - | - | 31,451 | - | - || 2019 | | Director | - | - | - | - | - || 2020 | Detlev<br> Riesner, Ph.D. (2) | Director | - | - | - | - | - || 2019 | | Director | - | - | - | - | - || | Total<br> 2020 | | 494,882 | 125,379 | 143,571 | 44,454 | 3,926 || | Total 2019 | | 463,929 | 10,250 | 156,250 | 58,307 | 7,854 || (1) | — Excluding Andrea Pfeifer,<br> CEO, whose holdings are listed under Executive Management || --- | --- || (2) | — Retired June 28, 2019<br> and no longer a Director as of December 31, 2019 || --- | --- || (3) | — Each RSU granted entitles<br> the Grantee an equivalent number of shares of Common Stock of the Company. The settlement<br> and delivery of shares shall only occur upon payment of the Settlement Price of the Restricted<br> Share Unit || --- | --- || (4) | — Stock Options awarded<br> in 2020 will fully vest from 2021 through 2024 || --- | --- || (5) | — Each stock option<br> award entitles the Grantee the right and option to purchase all or any part of the number<br> of shares of Common Stock of the Company, equivalent to the number of stock options exercised || --- | --- || (6) | — Term expired June<br> 26, 2020 || --- | --- | 9
Investmentsheld by members of the Executive Management| Year | Name | Function | Number<br> of<br><br> <br><br><br> <br>Shares | Number<br> of Options –<br><br> <br><br><br> <br>Vested<br><br> <br><br><br> <br>(2) | Number<br>of Options -<br><br> <br>Unvested | Number<br>of Restricted<br><br> <br>Share<br> Units –<br><br> <br><br><br> <br>Vested<br><br> <br><br><br> <br>(3) | Number<br>of Restricted<br><br> <br>Share<br> Units –<br><br> <br><br><br> <br>Unvested || --- | --- | --- | --- | --- | --- | --- | --- || 2020 | Andrea Pfeifer, Ph.D.<br> (1) | Chief<br> Executive Officer | 2,352,215 | 253,568 | 427,611 | 4,284 | 12,851 || 2019 | | Chief Executive Officer | 2,550,809 | 114,955 | 312,768 | 38,554 | 29,987 || 2020 | Marie Kosco-Vilbois,<br> Ph.D. | Chief<br> Scientific Officer | 20,661 | 21,852 | 132,298 | - | - || 2019 | | Chief Scientific Officer | - | 10,331 | 72,314 | - | - || 2020 | Joerg Hornstein | Chief<br> Financial Officer | - | 240,411 | 267,897 | - | - || 2019 | | Chief Financial Officer | - | 131,272 | 233,532 | - | - || 2020 | Jean-Fabien Monin | Chief<br> Administrative Officer | 289,940 | 18,805 | 53,000 | 551 | 2,717 || 2019 | | Chief Administrative Officer | 329,745 | 10,339 | 33,791 | 1,654 | 4,922 || 2020 | Piergiorgio Donati | Chief<br> Technical Operations Officer | 4,500 | 23,416 | 59,668 | - | - || 2019 | | Chief Technical Operations Officer | 4,500 | 6,965 | 41,557 | - | - || | Total<br> 2020 | | 2,667,316 | 558,052 | 940,474 | 4,835 | 15,568 || | Total 2019 | | 2,885,054 | 273,862 | 693,962 | 40,208 | 34,909 || (1) | — A portion of the shares<br> correspond to pre-IPO preferred shares acquired directly by the member through the Company’s<br> successive financial rounds (Series A, B, C and D) and cannot be assimilated to compensation<br> in equity || --- | --- || (2) | — Each stock option<br> award entitles the Grantee the right and option to purchase all or any part of the number<br> of shares of Common Stock of the Company, equivalent to the number of stock options exercised || --- | --- || (3) | — Each RSU entitles<br> the Grantee an equivalent number of shares of Common Stock of the Company. The settlement<br> and delivery of shares shall only occur upon payment of the Settlement Price of the Restricted<br> Share Unit || --- | --- |Compensationof Current and Former Members of the Board and Executive ManagementIn connection with RSUs settledand options exercised in 2020 and 2019 by current and former members of the Board and Executive Management, AC Immune paid socialcontributions, in accordance with applicable laws, on the gain resulting from the difference in exercise price and fair valueof the shares at the time of the exercise. With regard to the former Board and Executive Management members, AC Immune paid atotal of CHF 5K and CHF 27K in 2020 and 2019, respectively. With regard to the current Board and Executive Management members,AC Immune paid a total of CHF 45K and CHF 51K in 2020 and 2019, respectively. 10
CompensationPhilosophy, Principles and GovernanceAC Immune SA is a clinical stagebiopharmaceutical company leveraging our two proprietary technology platforms to discover, design and develop novel, proprietarymedicines and diagnostics for prevention and treatment of neurodegenerative diseases associated with protein misfolding. Misfoldedproteins are generally recognized as the leading cause of neurodegenerative diseases, such as Alzheimer’s disease, or AD,and Parkinson’s disease, or PD, with common mechanisms and drug targets, such as Abeta, Tau and alpha-synuclein. Our corporatestrategy is founded upon a three-pillar approach that targets Alzheimer’s disease, non-Alzheimer’s neurodegenerativediseases including NeuroOrphan indications and diagnostics. We use our two unique proprietary platform technologies, SupraAntigen™(conformation-specific biologics) and Morphomer™ (conformation-specific small molecules), to discover, design and developnovel medicines and diagnostics to target misfolded proteins.AC Immune's compensation policyis designed to attract, motivate and retain talent in order to support the achievement of the Company’s financial and strategicobjectives. The policy further aims at ensuring a fair and competitive compensation package. The Board believes that by combiningshort- and long-term incentive elements, the compensation system helps to align the interests of the Board members and ExecutiveManagement with the interests of the Company and its shareholders. In addition, compensation elements are focused on rewardingthe delivery of outstanding and sustainable results without inappropriate risk-taking.In 2020 and 2019, the Companyengaged a reputable compensation and performance expert firm to benchmark the compensation level and structure for the membersof the Board and Executive Management. The analysis included compensation data of the comparable Pharma/Biopharma companies, includingseveral US-based companies. The Board concluded that adjustments to the compensation were required in order for AC Immune to remaina competitive employer.Methodof Determining CompensationTheRole and Powers of the Compensation, Nomination and Governance Committee (CNC)The CNC consists of three (3)members, who are appointed at the Annual Shareholders' Meeting and the committee enacts its own charter.CompensationGuidelines:The CNC recommends guidelinesfor the compensation of the members of the Board of Directors, the CEO and the Executive Management, and submits these recommendationsto the Board of Directors for approval.The CNC provides an overall packagefor near- and long-term compensation, including variable compensation, that (1) is designed to attract, motivate and retain personswith the necessary skills and character, (2) is consistent with market conditions, and in the case of variable compensation, consistentwith the Company’s and individual’s performance, and (3) aligns the interests of the members of the Board of Directorsand the Executive Management with the interests of the Company. The CNC also periodically reviews the Company’s compensationpolicies for its employees who are not members of the Executive Management.The CNC meets at least four timesper year and informs the Board of Directors of its recommendations and resolutions after each meeting. 11
Approvalof Compensation by the Annual Shareholders' MeetingSwiss law requires a bindingapproval of the maximum compensation for the Board and the Executive Management. Each year, the Annual Shareholders' Meeting separatelyapproves the total maximum amounts proposed by the Board of Directors pursuant to Articles 32 and 33 of the Articles of Associationfor:| (1) | the<br> non-performance-related compensation of the Board of Directors for the next term of office; || --- | --- || (2) | a<br> possible additional compensation of the Board of Directors for the preceding business<br> year; || --- | --- || (3) | the<br> non-performance-related compensation of the Executive Management for the 12-month period<br> starting on 1 July following the Annual Shareholders' Meeting; || --- | --- || (4) | the<br> variable compensation for the Executive Management for the current year; and || --- | --- || (5) | the<br> grant of options, shares or other equity instruments in the Company to the Board of Directors<br> and the Executive Management. || --- | --- |The respective total compensationamounts include social security and occupational pension contributions for the benefit of the members of the Board of Directors,the Executive Management and the Company.If the Annual Shareholders' Meetingrefuses to approve a respective motion by the Board of Directors, the Board of Directors may either submit a new motion at thesame meeting or determine a maximum total remuneration or several maximum partial remunerations, subject to the relevant principlesof the compensation, or submit a new motion to the next Annual Shareholders' Meeting for approval. The Company may pay remunerationswithin the framework of the maximum total or partial remuneration and subject to the approval by the Annual Shareholders' Meeting.Compensationof the Board of DirectorsThe CNC reviews and proposesto the Board of Directors the resolution to be submitted to the Annual Shareholders' Meeting for the maximum total compensationof the Board of Directors. The CNC will also request approval by the Board of Directors of the individual compensation packagesto be paid to members of the Board of Directors.The compensation for membersof the Board typically consists of:| (1) | Annual<br> cash compensation || --- | --- || (2) | Annual<br> grant of equity || --- | --- |Both components do not dependon the achievement of corporate goals or the individual performance of a Board member. Additionally, the Company pays the employer’ssocial security contributions due on these amounts. Board members do not receive any variable compensation and do not participatein the Company’s pension plan.Compensationof the Executive ManagementThe CNC evaluates annually theperformance of the CEO and the Executive Management and submits such evaluation for review and approval by the Board of Directors,in each case in an executive session without the presence of the CEO or the Executive Management.Subject to and within the boundsof the maximum compensation approved by the Annual Shareholders' Meeting, the CNC reviews and recommends for approval by the Boardof Directors the annual base salary, 12
incentive compensation (bonus)and equity compensation of the CEO, and in consultation with the CEO, of the Executive Management, and the overall compensationof the CEO and the Executive Management. The CNC also requests approval by the Board of Directors regarding the determinationof the compensation-related targets for the Executive Management and requests approval by the Board of Directors of the individualcompensation packages to be paid to members of the Executive Management.Elementsof Compensation for 2020 and 2019BaseSalaryBase salaries are highly competitivein order to attract, motivate, and retain persons with the necessary skills and character. The salary level is based on the scopeof the position and market conditions and the individual’s profile in terms of experience and skills. The fixed compensationfor the Executive Management members includes base salary, social security contributions and payments to the pension fund by theCompany. Base salaries are reviewed annually by the CNC, taking into account individual performance and the results of the externalbenchmarking.IncentivePlan (Bonus)The CNC proposes to the Boardof Directors an incentive compensation plan providing for variable compensation of the members of the Executive Management basedon the achievement of the Company’s corporate goals and in relation to the Executive Management based on the individuals’performance, and approves any changes to such plan as may be proposed by the CEO from time to time. The CNC reviews and approvesany employment contracts, severance contracts, or other agreements that the Company proposes to enter into with any present, futureor former members of the Executive Management, provided that the key terms of such contracts shall be submitted for approval bythe Board of Directors and shall be within the bounds of the maximum compensation approved by the Annual Shareholders' Meeting.The annual cash bonus for 2020and 2019 was based on the achievement of Company and individual goals. The target bonus (i.e. cash bonus to be paid if 100% ofcorporate and individual objectives are met,) is determined individually for each member of the Executive Management as a fixedamount, ranging from approximately 27% (27% in 2019) to 69% (65% in 2019) of the base salary. According to the external benchmarking,the target bonuses continued to be in the low range of the peer group. The 2020 corporate goals included: (i) fulfillment of variousR&D milestones, (ii) advancement of several R&D pre-clinical and clinical programs, and (iii) compliance with SOX 404regulations by Q4. The 2019 corporate goals included (i) go-live with a new ERP system in Q4, (ii) full integration of the newCSO in the organization, (iii) fulfillment of various R&D milestones, and (iv) advancement of several R&D pre-clinicaland clinical programs. The weightings of the corporate and individual goals are defined for each executive management member andvary depending on the position. In general, the higher the position of an employee, the more weight is put on the achievementof corporate goals rather than on individual goals. The Board determined that the actual target achievement of the 2020 and 2019corporate goals was 102.0% and 103.5%, respectively.PensionPlan and Social ChargesPension PlanThe Company participates in acollective foundation covering all of its employees including its executive officers. In addition to retirement benefits, theplan provides death or long-term disability benefits. 13
Contributions paid to the planare computed as a percentage of salary, adjusted for the age of the employee and shared approximately 47% (47% in 2019) and 53%(53% in 2019) by employee and employer, respectively. This plan is governed by the Swiss Law on Occupational Retirement, Survivorsand Disability Pension Plans (BVG), which requires contributions to be made to a separately administered fund. The fund has thelegal form of a foundation and it is governed by the Board of Trustees, which consists of an equal number of employer and employeerepresentatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of theinvestment strategy.Social ChargesThe Company pays old age andsurvivors’ insurance (AHV), Disability insurance (IV), and Income replacement scheme (EO) as required by Federal Swiss law.EquityIncentive PlansCurrent PlanThe 2016 Option and IncentivePlan as amended and restated as of October 7, 2019 (the “2016 Plan”) was established for the officers, employees,non-employee directors and consultants of AC Immune SA. In June 2019, the Board authorized, and the shareholders approved, anincrease in the maximum number of shares reserved for issuance under the 2016 Plan. In October 2019, the Board authorized a secondamendment and restatement to the 2016 Plan. These amendments were made to align certain elements with Swiss statutory requirementsand had no financial impact for the Company in 2019. The amendments were made to align certain elements with Swiss statutory requirementsand had no financial impact for the Company in 2019. The 2016 Plan provides for a variety of award types, including stock options,restricted share awards, restricted share units, unrestricted share awards, and performance-based awards. Vesting and performance-based conditions vary by grant and are determined by the plan administrator, which is the Compensation Committee of the Boardof Directors or the Chief Executive Officer under specified delegation limitations granted by the Board of Directors. However,option awards with an “Exercise Price” shall be determined at the time of grant by the plan administrator, but shallnot be less than 100 percent of fair market value on the date of grant. Further, awards with an “Option Term” maynot exceed 10 years. In 2020 and 2019, awards were granted to members of the Executive Management and Board of Directorsand are disclosed in Section 3 of this report. According to the external benchmarking, the equity awards continued to be in thelower range of the peer group.2016 Optionand Incentive PlansDirectors andExecutive ConsiderationFor the fiscal years ended December31, 2020 and 2019, we have granted our directors and executive management, in the aggregate, options for the right to acquire689’702 and 669,758 shares, respectively at an exercise price ranging from US$ 5.04 to US$ 6.95 per share in 2020 and ofUS$ 5.39 per share in 2019. Directors who have joined the company in 2018 and thereafter, receive an initial option award whichvests over a three-year period with vesting to occur annually. Options granted annually to directors vest at the end of a one-yearperiod whereas options granted to executive management vest over a four year period with vesting to occur quarterly. No restrictedshare units were granted in 2020 and 2019 to either our directors or executive management. 14
Prior PlansSince our inception in 2003,we have had four separate Prior Plans under which stock options were granted (Prior Plans A, B and C2 have terminated): Optionsgranted under the C1 Plan from 2013 through the adoption of current 2016 Stock Option and Incentive Plan were taxed upon exerciseinstead of at grant due to a change in taxation rules. The options granted under Plan C1 vested over a four-year period with 25%of these options vesting each year. The options granted under our current 2016 Stock Option and Incentive Plan have vesting conditionswhich are determined by the administrator at the time of grant and are specified in the applicable award certificate.Our Board of Directors has theauthority to amend each of the Prior Plans.OtherEmployment ContractsThe Executive Management of theCompany is employed under employment contracts of unlimited duration with a notice period of twelve months for each of the ChiefExecutive Officer, Chief Financial Officer, Chief Administrative Officer and Chief Technical Operations Officer. The notice periodfor the Chief Scientific Officer is six months. Executive members are not contractually entitled to termination payments otherthan the vested portions of the stock options. 15