📜 What This Document Is 🗳️

This document is a Proxy Statement, which is a mandatory filing used to gather instructions from shareholders before an Annual General Meeting (AGM). Think of it as the owner's manual for the year, detailing what decisions the company needs you, the shareholder, to vote on. Since ADC Therapeutics SA is asking shareholders to vote on over a dozen items—from electing board members to approving compensation—this proxy statement outlines all the mechanics and proposals.

👉 The key takeaway: The company is asking shareholders to vote on important governance issues (like leadership and compensation) and to approve structural changes, such as increasing authorized share capital, all happening at the virtual AGM on June 1, 2026.

💡 What ADC Therapeutics Does 🧬

While this filing is focused on governance, it confirms that ADC Therapeutics SA operates within the complex and highly specialized biotech industry. The company develops advanced therapies, making it a player in the life sciences space.

👉 In simple terms: ADC is a biopharmaceutical company that develops novel medicines. The vast majority of the details here are not about its drug pipeline, but rather about how it is run and governed.

📅 Annual Meeting Details and Logistics 🌐

The Annual General Meeting (AGM) is the formal meeting where shareholders exercise their voting rights. The company has set strict rules regarding who can vote and how they must participate, especially since the meeting is virtual.

• When and Where: The meeting is scheduled for June 1, 2026, at 9:00 AM EDT / 3:00 PM CEST. The meeting will be held only virtually at the specific web address: www.gvmanager-live.ch/adc.
• Record Date: Only shareholders of record at the close of business on April 16, 2026, are entitled to vote. This is the cutoff date that determines who gets to participate.
• Voting Methods: Shareholders can cast their vote through the Independent Proxy (PHC Notaires, in Lausanne, Switzerland) by following instructions from their broker or by attending the virtual meeting.
• Technical Advice: The company provided detailed technical support instructions, including a toll-free technical support number: +41 (0)41 798 48 00.

🏛️ Company Structure and Leadership 👥

This section introduces the people running the company. The board of directors and the executive officers are the people responsible for making the big strategic decisions.

• Executive Team:
  • Ameet Mallik: Chief Executive Officer (CEO) and Director. He brings extensive background in the biotech and biopharma space, having previously worked at Novartis.
  • Jose “Pepe” Carmona: Chief Financial Officer (CFO). He has significant experience at major pharmaceutical companies like Novartis and Radius Health.
  • Mohamed Zaki, M.D.: Chief Medical Officer (CMO). His background is in senior clinical development roles at major firms like AbbVie and Celgene.
• Key Directors: The board includes experienced leaders like Ron Squarer, the Chairman, and Robert Azelby (who has held CEO roles at other major biotech firms).
• Governance Roles: To help manage potential conflicts of interest, the board appointed Peter Hug, Ph.D., as the lead independent director and vice-chairman.

🧑‍⚖️ Board Committees and Oversight Structures ⚙️

Instead of one giant decision-making body, the board is split into specialized committees. These groups are responsible for deep dives into specific areas—like money, pay, and science—to give the full board informed recommendations.

• The Four Committees: The board established four committees:
  1. Audit Committee: (Chair: Timothy Coughlin) Responsible for overseeing the independent auditor and reviewing the company’s financial statements and internal controls.
  2. Compensation Committee: (Chair: Peter Hug) Responsible for reviewing and recommending pay packages for the board and executive team.
  3. Nomination and Corporate Governance Committee: (Chair: Jean-Pierre Bizzari) Oversees board membership, succession planning, and general rules for corporate conduct.
  4. Science and Technology Committee: (Chair: Victor Sandor) Focuses on the company’s research and development (R&D) activities, making sure the scientific strategy is sound.

💰 Compensation Philosophy and Practices 💵

This discussion is critical because it outlines how and why the company decides to pay its executives. The goal is to tie executive pay directly to company success.

• The Core Philosophy: The compensation committee aims for a "pay-for-performance" model. This means that a large portion of executive pay is variable, rewarding outstanding company performance and allowing compensation to be reduced if objectives are missed.
• Best Practices: ADC claims its policies are best-in-class. For instance, it emphasizes that long-term incentive awards require a "double-trigger"—meaning they only vest if there is both a change in corporate control and a qualifying termination of employment.
• Say-on-Pay: At the 2025 annual meeting, the company held a non-binding advisory vote on pay ("say-on-pay") that received overwhelming support: over 87.9% of votes cast were in support.

🗳️ Voting Instructions and Key Proposals 📝

The proxy statement lays out 12 specific matters requiring a vote. Each item involves either approving a past year’s performance or making structural changes.

• Approving Financials (Proposals #1, #2, #4): Shareholders will vote to approve the management report and the annual financial statements for the year ended December 31, 2025. They also vote on carrying forward the loss resulting from that year.
• Election and Oversight (Proposals #3, #5, #6, #7, #8): This involves re-electing the board members, the compensation committee, the independent proxy (PHC Notaires), and the auditors (PricewaterhouseCoopers SA).
• Capital Structure Changes (Proposals #11 & #12): Shareholders must vote on approving amendments to the company's foundational articles. This includes increasing the number of authorized shares under the 2019 Equity Incentive Plan and increasing the company's overall capital range. These changes are vital for future funding and growth.

⚠️ Risk Oversight and Compliance 🚨

The board has a fundamental duty to protect the company. The board coordinates its risk monitoring through various committees and processes.

• Scope of Risk: The board monitors a wide range of risks, including strategic, financial, operational, cybersecurity, and legal/regulatory compliance.
• Internal Controls: The audit committee is responsible for reviewing the company's internal controls over financial reporting, which is a crucial measure of financial reliability.
• Insider Trading: The company maintains strict policies to govern the buying and selling of its stock by insiders (directors, officers, and employees) to comply with securities laws.

📞 How to Get More Information 📧

If you have questions about the materials or the voting process, specific contacts are listed.

• Shareholder of Record (Direct):
  • Mail: Investor Relations, ADC Therapeutics SA, c/o ADC Therapeutics America, Inc., 430 Mountain Avenue, 4th Floor, New Providence, NJ 07974
  • Phone: (908) 731-5556
  • Email: [email protected]
• Beneficial Owner (Via Broker): Contact your bank or brokerage firm for specific voting instruction details.

🧠 The Analogy

Voting on a corporate proxy statement is like deciding which manager you trust to handle a complicated renovation of a building. You are voting on: 1) The budget (approving the financials), 2) Who should be on the oversight committee (the board), 3) Who gets paid for their expertise (compensation), and 4) Whether the building needs more structural support (increasing capital). By casting your vote, you are delegating your power to guide the company's future.

🧩 Final Takeaway

This document is a massive governance checklist, requiring shareholders to vote on structural amendments (like capital increases) and the re-election of leadership. The company's emphasis on a "pay-for-performance" culture and the rigorous committee structure signals a mature corporate effort to align executive interests with long-term shareholder value.