Group structure and shareholdership

BB Biotech AG (the Company) is listed on the SWX Swiss Exchange, in the Prime Standard Segment of the German Exchange as well as on the “Star Segment" in Italy and has its registered office in Schaffhausen, Vordergasse 3. Its principal activity is to invest in companies active in the biotechnology industry. The investments are held through its wholly owned subsidiaries:
BIOTECH Focus N.V. (Curaçao)
BIOTECH Invest N.V. (Curaçao)
BIOTECH Target N.V. (Curaçao)
BIOTECH Growth N.V. (Curaçao)

We wish to advise that the Board of Directors is not aware of any cross-holdings with other companies exceeding a limit of 3% in terms of capital or the number of votes.

The Board of Directors is aware of the following major shareholder with a holding exceeding 5% of all votes as at September 30, 2011: The Bank of New York Mellon Corporation, New York, USA. (June 30, 2011: none).

 

Capital structure

The terms and conditions relating to authorized capital are available here:
Facts & Figures.

Board of Directors

1. Members, first election, nationality and stock holding

As at September 30, 2011:

• Prof. Dr. med. Thomas D. Szucs (2003), Chairman (2004), Switzerland, 1 650 shares (dito as at 06/30/2011).

• Dr. Clive Meanwell (2004), Vice Chairman (2011), USA, no shares (dito as at 06/30/2011).

• Dr. Erich Hunziker (2011), Switzerland, no shares (dito as at 06/30/2011)

• Prof. Dr. David Baltimore (1993), USA, until March 21, 2011

The Board members have no executive functions, neither today nor did they have in the last three years. Moreover, no business relations are in place between the Board members and BB Biotech. Detailed resumes available from our Website.

2. Further mandates of the Board members

As at December 31, 2010:

Dr. Thomas D. Szucs is Co-Chairman of the European Center of Pharmaceutical Medicine and Chairman of the Board of Directors of Helsana AG and Okairos AG. Dr. Clive Meanwell is Executive Chairman of the Board of Directors and CEO of The Medicines Company. Prof. Dr. David Baltimore is member of the Board of Directors of Amgen.

3. Term of office/limitations on tenure

The Board of Directors is elected for a term of office of one year. There are no limitations on its tenure.

4. Internal organization

Chairman, Vice-Chairman and members, no committees. The Board of Directors meets at least once per month via video or telephone conference; in addition, two strategy (field research) weeks are organized each year. These meetings are attended by representatives of the asset manager commissioned. See also Investment Strategy.

5. Directors’ dealing

BB Biotech publishes each purchase/sale of BB Biotech AG stocks by members of the Board of Directors, of the management as well as by first-degree relatives of such persons and which exceeds the amount of EUR 5 000 within three trading days. This information is made available here for 30 days.

Asset management

Being a pure holding company, BB Biotech AG does not have a management of its own. Fundamental analyses, portfolio management, marketing and administration are performed by the Bellevue Asset Management Group in line with its mandate ratio. The Bellevue Asset Management Group is remunerated in terms of the management fee. The mandate agreement is valid for an indefinite period and may be terminated by either party subject to twelve months’ notice.

For detailed information regarding the mandate see Offering Prospectus and regarding the management see Management Team.  

Remuneration

The remuneration model is determined by the Board of Directors. As of January 1, 2012, a 1.2% all-in fee model without any additional fixed or performance-based elements of compensation for the asset management company is applied.The fee is applicable up to an average annual market capitalization of CHF 1 bn. It will not apply to the market capitalization exceeding this threshold. The compensation for the Board of Directors will not exceed the compensation level of 2011.

Dividend policy

For the business years 2003 to 2010 a dividend was paid out which was linked to the discount of the share price to the net asset value. The Board of Directors has decided not to pay out dividends in the future anymore.