Oculis Holding AG (OCS) May 13, 2026 Annual General Meeting Transcript

Dear shareholders, ladies and gentlemen, on behalf of the Board of Directors and Executive Committee, I welcome you to the third Ordinary Shareholders meeting of Oculus Holding RJ. My name is Anthony Rosenberg, and I am the chairperson of the Board of Directors. As you may have noticed, we have microphones recording this meeting, and this meeting with the slides is broadcast live. Let us begin by addressing the constitution of the Ordinary Shareholders meeting of our company. the ordinary shareholders meeting has been convened in compliance with the statutory notice period and under publication of the full agenda in the swiss official gazette of commerce on the 21st of april 2026. in addition shareholders entered into the share register were invited to this meeting by letter dated 21st of april 2026. therefore the invitation to this Ordinary Shareholders' Meeting has been made in due form and on due time. The documents mentioned in the invitation have also been made available on our website. I would now like to introduce you to a number of persons. As secretary and vote counter of today's Ordinary Shareholders' Meeting, I appoint Dr. Matthias Stahlin of Bisher-Argay.

Good morning.

Our auditors at PricewaterhouseCoopersSA are represented by Alex Führer. As independent Proxy according to Article 689C of the Swiss Code of Obligations Act, PST Legal AG, represented by Adrian Severin. As notary authorised to practice in the canton of Zug, Dr. Marcus Zwicky of Zwicky & Partner, Notary Zug. I also note that the following board members are present. Riyad Sharif, Lionel Karno, Christina Ackerman, Geraldine O'Keefe and Gregory Perry, our director nominee. For the agenda items 1 to 10, a valid resolution requires a simple majority of votes cast. A valid resolution under agenda items 11 and 12 requires a two-third majority of the votes cast. According to the Articles of Association, we will vote by a show of hands. We will not count votes when there are clear proportions, but only if the proportions of yes or no votes are unclear or close if you wish to have your no vote recorded then please address the vote counter the independent proxy has shared with us the results of the voting instructions he has received which enables us to know how many shares he is representing each time he raises his hand to vote on a specific agenda item the shareholders meeting may demand a written vote additionally i as chairperson will repeat the vote in case of unclear proportions through written vote now that the required formalities have been fulfilled i hereby declare this meeting open for the conduct of business does anyone want to raise an objection against this there do not seem to be any objections before moving on to our agenda our ceo riyad sharif will give you an overview of our last business year and insights into our upcoming activities our chief financial officer silva chiong will then present the key data of our balance sheet and the income statement ria thank you on in thank you thank you all and welcome to our annual general meeting let me start with the business update so 2025 has been a successful year and transformational year for the company

we advance our portfolio with three candidates which are in advanced stage with ocson one in two phase three programs, Diamond 1 and Diamond 2, where we enrolled more than 800 patients with DME. We focus on execution and it is on track for top line results which are planned in June 2026. Licamilimab is the TNF inhibitor, is the first product in precision medicine addressing an indication which is dry eye disease. We gained alignment in the beginning of 2025 to develop licamilumab based on a genotype development which should lead us to potentially first precision medicine in dry eye. The PREDICT-1, which is the first registrational trial, started in the end of 2025, and it will read into the end of 26. Prevosector is a neuroprotective drug. It gained breakthrough therapy designation and prime designation from MEA. We just received as well special protocol assessment, which is an agreement between the sponsor Oculus and FDA on a Pioneer 1, which is the first phase 3 registrational trial, which was initiated in the end of 25. The SPA or special protocol assessment gives clear pathway to NDA based on the end point and agreement with FTA. On the financial and talent capital, we have a strong balance sheet with no debts and current cash runway into the first half of 2029, excluding a 100 million Swiss loan facility we have with BlackRock. We were also able to expand our senior management and the team into multiple functions which help us to deliver what we plan to deliver on our clinical stage assets. This is a snapshot on the Diamond Programme, which is a Phase 3 program with OCS01. as you know this program was done with 119 centers in the world, more than 800 patients enrolled, the last patient visit completed was in April 26 and the readout is planned in June 26. If positive our plan is to submit into FDA first with the DME indication in Q4 2026 and it is anticipated to have the approval in the very end of 27. This is a snapshot of Privos Sector. Privos Sector is in development in optic neuropathies starting with optic neuritis. Binary 1 and two are the two phase threes for optic neuritis and we initiated the program with pioneer one which was initiated in q for 2025. pioneer two will start after this year will be initiated this year and pioneer three is a second program in naon which is a second optic neuropathy And it will start with Pioneer 3, which will be initiated after Pioneer 2 into the mid of 2026. We, as well as communicated in the past, are consulting with FDA to clarify the path for a new indication, which is exacerbation or relapse of MS. So as planned, and you may recall our strategic plan, we really started as an ophthalmology company with OCS01 and very pleased with the advancement of OCS01 into DME with anticipated results in June 2026. At the same time we have been able to expand with Prevost Sector into new indications which are neuro-ophthalmology indications and the aim is really after to build up on our neuro-ophthalmology and to go to neurology later on. This is our current pipeline with two franchises of ophthalmology with two assets and neuro-ophthalmology with Prevost Sector and you can see here the value catalysts which are upcoming, with the first one coming in June 26, the second one coming in the end of 26 with Likami Limab with Predict 1. And then after, we will start to see results coming from previous sector, starting with Pioneer 1 in optic neuritis. Thank you very much, and I would like to hand it over to our Chief Finance Officer, Sylvia Chanker.

Thank you, Riyad. I will now share with you key financial highlights for 2025. The data is based on the 20F which we filed with the SEC in early March of this year. From a balance sheet standpoint, we have and had a strong balance sheet, no debt, as Riyad said. Cash position at the end of last year was 213 million Swiss francs or 279 million U.S. dollars, compared to 98.7 million Swiss francs or 109 million as of the previous year, December 2024. The increase was primarily due to equity financing proceeds of 210 million U.S. dollars, which was gross proceeds that was raised in 2025. From a statement of operation standpoint, research and development expenses accounted for close to 70 percent of our total operating expenses. Our aim is really to advance our late-stage core assets, OCS-01, licaminumab, and privil sector. During 2025, we advanced all these three assets toward clinical and regulatory milestone. In particular, the increase in our operating expenses was driven by OCS01, the diamond program for DME, with 119 sites and over 800 patients enrolled. And we are anticipating top-line readout in June of 2026, next month. From a net loss standpoint, we recorded 99 million Swiss francs or 119 million U.S. dollars of loss compared to 85.8 million Swiss francs or 97.4 million U.S. dollars, which was in 2024. The increase was primarily due to our research and development expenses, namely the Phase III Diamond trials, Diamond I and II, as well as increased personnel expenses and non-cash FX and warrant mark-to-market adjustments. We recently reported our Q1 2026 results and filed our 6K on May 11th, this past Monday, and I refer you to review our file with the SEC. Thank you, and I will now turn it over to Tony.

Thank you, Sylvia and Riyad. Are there any questions at this time? Matthias Steylin will now present the attendance list.

Thank you. And no shares are being represented by shareholders attending in person or by a proxy attending in person. All 28,608,495 registered shares are being represented by the independent proxy. Thus, in the aggregate 28,608,495 registered shares with an aggregate nominal value of Swiss francs 286,084 plus 95 Rappen are being represented in person or by proxy via the independent proxy. The resolutions and elections for Agenda Item 1 through 10 are passed by single majority and are adopted if more yes than no votes are counted. If all shareholders vote yes or no, the simple majority is 14,304,249 votes. On Agenda Item 3, discharge of the Board of Directors and the Executive Committee, The corporate bodies of the company do not have the right to vote. If all shelters vote yes or no, the simple majority for this agenda item is 13,115,899 votes. The resolutions for agenda items 11 and 12 are passed by a qualified majority of two-thirds. If all shareholders vote yes or no, the qualified majority is 19,072,330 votes.

Thank you, Matthias. We now move on to Agenda Item 1. Approval of the 2025 Annual Report, including the 2025 Annual Statutory Financial Statements and the 2025 Consolidated Financial Statements. The board proposes to approve the annual report, including the annual financial statements and the consolidated financial statements of Oculus Harding Argue for the business year 2025, and to take note of the reports of the auditors. If there are any questions or comments to the board of directors or to the auditors, please submit them at this time. This does not appear to be the case. We will now vote on the proposal of the board of directors. Matthias will direct the voting process.

I will first ask for the yes votes, then for the no votes, and then for the abstentions. Please raise your hand if you approve the proposal of the Board. Opposing votes? Abstentions? I note that you have approved the annual report, including the annual financial statements and consolidated financial statements of Oculus holding AG for the year 2025, as proposed by the Board of Directors with a significant majority.

I confirm this approval for the minutes. We move to Agenda Item 2. allocation of balance sheet results 2025. The Board of Directors proposes that the net loss for the business year 2025 in the amount of 33,670,000 Swiss francs be carried forward to the new accounts. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the Board.

Please raise your hand if you approve the proposal of the board thank you opposing votes abstentions I know that you have approved the allocation of the balance sheet results 2025 proposed by the board of directors with a significant majority I confirm this approval for the minutes we move to agenda item 3 discharge to the members of the board of directors and the executive committee the board proposes that the members of the board of directors and the executive committee be fully discharged from their liabilities for their activities in 2025. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the Board of Directors. I note that members of the Board of Directors and the Executive Committee do not have the right to participate in this vote. Who is in favor of the proposal of the Board? Thank you. Opposing votes? Abstentions?

I note that you have approved the discharge with the members of the board of directors and the executive committee with a significant majority i confirm this approval for the minutes we move to agenda item four election of the chairperson other members of the board of directors the term of office of the chairperson and all members of the board of directors expires at the end of this annual general meeting the board of directors proposes the re-election of anti-rosenberger's member and chairperson of the board of directors the re-election of Christina Ackerman, Lionel Karno, Asher M. Karnani, Martin Clivert, Geraldine O'Keefe, Riyad Sharif and Robert K. Warner as members of the Board of Directors and the election of Gregory D. Perry as a member of the Board of Directors until the end of the next extraordinary general meeting. Are there any other candidates and are there any other remarks or questions?

This does not appear to be the case. we will now vote on the re-election of Tony Rosenberg as member and chairperson of the board of directors please raise your hand if you want to re-elect Anthony Rosenberg, thank you opposing votes, abstentions I note that you have re-elected Anthony Rosenberg as member and chairperson of the board of directors I confirm my re-election for the minutes we will now vote on the re-election of Christina Akkerman as member of the board of directors, please raise your hand if you want to re-elect Christina Akkerman thank you, opposing votes abstentions I note that you have re-elected Christina Ackerman as member of the Board of Directors I confirm this re-election for the minutes We will now vote on the re-election of Lionel Carnot as member of the Board of Directors please your hand if you want to re-elect Lionel Carnot thank you, opposing votes abstentions, I note that you have re-elected Lionel Carnot as member of the Board of Directors I confirm this re-election for the minutes We will now vote on the re-election of Ashad Khahani as member of the Board of Directors please raise your hand if you want to re-elect Ashad Kahani as member of the Board of Directors. Opposing votes. Abstentions. I note that you have re-elected Ashad Kahani as member of the Board of Directors.

I confirm this re-election for the minutes.

We will now vote on the re-election of Martin Kleivicht as member of the Board of Directors. Please raise your hand if you want to re-elect Martin Kleivicht as member of the Board. Opposing votes. Abstentions. I note that you have re-elected Martin Kleivicht as member of the Board of Directors.

I confirm this re-election for the minutes.

We will now vote on the re-election of Geraldine O'Chief as member of the Board of Directors. Please raise your hand if you want to re-elect Geraldine O'Chief. Thank you. Opposing votes? Abstentions. I note that you have re-elected Geraldine O'Chief as member of the Board of Directors.

I confirm this re-election for the minutes.

We will now vote on the re-election of Riyad Sheriff as member of the Board of Directors. Please raise your hand if you want to re-elect Riyad Sheriff as member of the Board. Thank you. Opposing votes? Abstentions. I note that you have re-elected Riyad Sheriff as member of the Board of directors.

I confirm this re-election for the minutes.

We will now vote on the re-election of Robert K. Warner as member of the board of directors. Please raise your hand now if you want to re-elect Robert K. Warner as member of the board. Opposing votes. Abstentions. Thank you. I know that you have re-elected Robert K. Warner as member of the board of directors.

I confirm this re-election for the minutes.

We will now vote on the election of Gregory D. Perry as member of the board of directors.

Please raise your hand if you want to re-elect Gregory D. Perry as member of the board of directors opposing votes abstentions i note that you have elected gregory d perry as member of the board of directors i confirm this election for the minutes we move to agenda item five election of the members of the compensation committee the board of directors proposed the election of lino carno geraldine o'keefe and gregory d perry as members of the compensation committee each until the end of the 2027 annual general meeting please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the re-election of Lionel Carnar as member of the Compensation Committee. Please raise your hand if you want to re-elect Lionel Carnar as member of the Compensation Committee. Thank you. Opposing votes? Abstentions? I note that you have re-elected Lionel Carnar as member of the Compensation Committee.

I confirm this re-election for the minutes.

We will now vote on the election of Geraldine O'Keefe as member of the Compensation Committee. Please raise your hand now if you want to elect Geraldine O'Keefe as member of the Compensation Committee. Thank you. Opposing votes abstentions i note that you have elected geraldine o'keefe as member of the compensation committee i confirm this re-election for the minutes we will now vote on the election of gregory d perry as member of the compensation committee please raise your hand if you want to elect gregory d perry as member of the compensation committee opposing votes abstentions i note that you have elected gregory d perry as member of the compensation committee i confirm this election for the minutes we now move to agenda item six re-election of the auditors The Board of Directors proposes to re-elect PricewaterhouseCoopers SA in Lausanne as the company's statutory auditors for a term of office of one year.

Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the re-election of PricewaterhouseCoopers as the company's statutory auditors for a term of office of one year. Please raise your hand if you want to re-elect PwC. Thank you. Opposing votes? Abstentions? I know that you have re-elected Pricewaterers Troopers as the company started to your auditors for a term of office of one year.

I confirm this re-election for the minutes. We move to item 7, election of the independent proxy. The Board of Directors proposes to elect Blumenpartner R.G., represented by Adrian Severin, attorney at law in Zug, as the independent proxy of the company until the end of the 2027 annual general meeting. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the election of Blumen Group as represented by Adrian Severin as independent proxy of the company until the end of the 2027 annual general meeting. Please raise your hand if you want to elect Blumen and partner AG. Thank you. Opposing votes? Abstentions? I know that you have elected Blumen and partner AG as independent proxy of the company until the end of the next ordinary general meeting.

I confirm this re-election for the minutes. We now move to the agenda item eight, compensation for the non-executive members of the board of directors. The Board of Directors proposes to hold the following separate votes on the non-performance-related and the equity or equity-based compensation for non-executive members of the Board of Directors. Please let us know if there are any questions or comments. This does not appear to be the case. We now move to the vote on the individual proposals. Vote on the total fixed non-performance-related compensation for non-executive members of the Board of Directors until the end of the company's 2027 Annual General Meeting. The Board of Directors proposes that shareholders approve the total maximum amount of fixed, non-performance-related compensation for eight non-executive members of the Board of Directors, covering the period from the company's 2026 Annual General Meeting to the company's 2027 Annual General Meeting of US$572,000. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal on the total fixed non-performance-related compensation for eight non-executive members of the Board of Directors. I will first ask for the yes votes, then for the no, and then for the abstention. Please raise your hand if you approve the proposal of the Board. Opposing votes, abstentions. I note that you have approved the proposal of the Board of Directors on the total fixed non-performance-related compensation for the non-executive members of the Board of Directors.

I confirm its approval for the minutes. 8.2. Vote on equity or equity-based compensation for non-executive members of the board until the end of the company's 2027 annual general meeting. the board of directors proposes the approval of the grant of options with share equivalent share or equity links instruments for eight non-executive members of the board of directors for the period until the end of the company's 2027 annual general meeting with a then current maximum value of all equity or equity linked instruments of 2 million 150 000 us dollars excluding employer social security and pension contributions please please let us know if there Are there any questions or comments? This does not appear to be the case.

We will now vote on the proposal of the Board of Directors on the total maximum amount of equity or equity-based compensation for the non-executive members of the Board of Directors. Please raise your hand if you approve the proposal of the Board. Thank you. Opposing votes? Abstentions?

I know that you have approved the proposal of the Board of Directors on the total maximum amount of equity or equity-based compensation for the non-executive members of the Board of Directors with a significant majority. i confirm this approval for the minutes we move to agenda item nine compensation for the members of the executive committee the board of directors proposes to hold the following separate votes on the non-performance related compensation variable compensation and equity based compensation for the members of the executive committee for 2027 please let us know if there are any questions or comments this does not appear to be the case we now move on to the vote on the individual proposals vote on fixed non-performance related compensation for members of the executive committee payable in 2027. The board of directors proposes to approve the total maximum amount of fixed non-performance related compensation for three members of the executive committee for the calendar year 2027 payable in 2027 of two million five hundred thousand dollars. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the board. Please raise your hand if you have approved the proposal of the board. Thanks to your opposing votes. Abstentions? I know that you have approved the proposal of the board of directors on the fixed non-performance related compensation for members of the executive committee payable in 2027 with a significant majority.

I confirm this approval for the minutes. 9-2 votes on variable compensation for members of the executive committee payable in 2027. The Board of Directors proposes to approve a total maximum amount of variable compensation for three members of the Executive Committee for the calendar year 2026 and payable in 2020, 2027 of $1,800,000. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the Board of Directors. Please raise your hand if you approve the proposal. Thank you. Opposing votes? Thank you. I know that you have approved the proposal of the Board of Directors on variable compensation for members of the Executive Committee payable in 2027 with a significant majority.

I confirm this approval for the minutes. 9.3. Vote on equity-based compensation for members of the Executive Committee for 2027. The Board of Directors proposes to approve the grant of options with share equivalent shares or equity-linked instruments for three members of the Board, executive committee, for grants until the end of the calendar year 2027, with the then current maximum value of all options, shares or equity-linked instruments of US$18 million, excluding employer social security and pension contributions. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the board. I will first ask for the yes, then for the no, and then for the abstentions. Please raise your hand if you approve the proposal of the board. Thanks to your opposing votes. I know that you have approved the proposal of the board on the equity-based compensation for members of the Executive Committee for 2027 with a significant majority.

I confirm this approval for the minutes. we now move on to agenda item 10 non-binding advisory vote on the 2025 compensation report the board of directors proposes the approval on a consultative basis non-binding advisory vote of the 2025 compensation report please let us know if there are any questions or comments this does not appear to be the case we will now hold the non-bindering advisory vote on the 2025 compensation report.

Please raise your hand if you approve this report. Thank you. Opposing abstentions? I know that you have approved the proposal of the board on a consultative basis, non-binding advisory vote of the 2025 compensation report by a majority.

I confirm this approval for the minutes. We move to agenda item 11, increase an amendment of capital ban. The Board of Directors proposes to one, adapt the existing paragraphs one through three of Article 3A capital ban of the Articles of Association pertaining to capital ban and two, create capital ban between the lower limit of 620,417.76 Swiss francs and the upper limit of 930,626,000.64 Swiss francs. Three, authorise the Board of Directors to increase the company's share capital up to the upper limits at any time as and as often as required until 13th of May 2031 by issuing 31 million and 20,888 registered shares with a par value of 0.01 Swiss francs each to be fully paid up and four amend the paragraphs one through three of Article 3A of the Articles of Association as set out on the slide and in the invitation to this meeting. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the proposal of the Board of Directors on the increase and amendment of the capital band. Please raise your hand if you want to increase and amend the capital band. Thank you. Opposing votes? Abstentions? I know that you have approved the proposal of the Board of Directors on the increase and amendment of the capital band with the required two-third majority.

I confirm this approval for the minutes. We now move to agenda item 12. Increase of conditional share capital for employee benefit plans. The board of directors proposes to one adapt the existing first paragraph of article 3c conditional capital increase for employee benefit plans of the articles of association pertaining to the conditional capital increase for employees and individuals of comparable positions to create condition additional share capital for the same purpose in the maximum amount of 126,777 by the issue of 12,000 sorry 12,677,700 registered common shares of 0.01 nominal value each and amend article 3c paragraph 1 of the articles of association as set out in the slide and in the invitation to this meeting. Please let us know if there are any questions or comments. This does not appear to be the case.

We will now vote on the increase of conditional share capital for employee benefit plans. Please raise your hand if you are in support of this proposal. Thank you. Opposing votes? Abstentions? I know that you have approved the proposal of the board on the increase of the conditional share capital for employee benefit plans with the required two-third majority.

I confirm this approval for the minutes. I declare that the shareholders of the company have approved the agenda items 1 through 12 in the form proposed by the board. There being no further business, I hereby declare this meeting closed. I thank you all sincerely for attending this meeting and for your participation. We have prepared outside Annaparou and I look forward to sharing a glass or juice of wine with you. Thank you.