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2014-04-11

Actelion Pharmaceuticals Ltd: Actelion issues invitation to 2014 Annual General Meeting of Shareholders

Actelion Pharmaceuticals Ltd / Actelion issues invitation to 2014 Annual
General Meeting of Shareholders. Processed and transmitted by NASDAQ OMX
Corporate Solutions. The issuer is solely responsible for the content of this
announcement.
ALLSCHWIL/BASEL, SWITZERLAND - 11 April 2014
-
Actelion Ltd (SIX: ATLN) today issued the formal invitation to the upcoming
Annual General Meeting (AGM) of shareholders on behalf of the Board of
Directors. The meeting will take place on Thursday, 08 May 2014 (10:00hrs
CEST) at the Congress Center, Messe Basel, Switzerland.

The Board of Directors is proposing a 20% increase in the dividend payment, to
CHF 1.20 per share. The Board is also proposing changes to the company's
capital structure; firstly by the reduction of capital by cancellation of
6,147,500 repurchased shares, secondly, by the reduction of conditional
capital and creation of authorized capital.

After 10 years of service on Actelion's Board of Directors, Armin Kessler will
be stepping down at the General Meeting on May 08, 2014. All other Board
members will stand for re-election.

In addition to the regular agenda items, the Board is proposing changes to
Actelion's Articles of Association to ensure compliance with the Federal
Council's Ordinance in relation to the "Minder initiative".

The Ordinance requires, among other things, that the General Meeting vote on
the remuneration of the members of the Board of Directors and the Core
Executive Committee. The Board is proposing a combination of binding and
advisory votes:

* Binding prospective approvals of the maximum aggregate amount of the
compensation for both the Board of Directors and the Core Executive
Committee; and
* A non-binding consultative vote on the company's annual compensation
report, in which the amounts of the compensation received by the Board of
Directors and the Core Executive Committee in the preceding year, as well
as further details regarding the remuneration structure, is disclosed.

The company has already taken steps, ahead of its obligations, to implement
changes required by the Ordinance which do not need prior amendments to the
Articles of Association. For example, the company has removed severance
agreements for the company's Core Executive Committee.

NOTES TO SHAREHOLDERS
The Annual General Meeting of Shareholders to approve the Business Report of
the year ending 31 December 2013 will be held on 08 May 2014 at 10.00 CEST at
the Congress Center, Messe Basel, Switzerland.

The invitation has been published in the Swiss Official Gazette of Commerce
(Schweizerisches Handelsamtsblatt
) on 11 April 2014 and is available, together with a Board of Directors report
on the 2014 revision of the Articles of Association and the company's Annual
Report, onwww.actelion.com/agm.

In order to attend and vote at the Annual General Meeting of Shareholders,
shareholders must have been registered in the Company's shareholder register
by 25 April 2014 at the latest.

###

NOTES TO EDITORS

AGENDA FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2014

1 Approval of the Annual Report, the Statutory Accounts and the Consolidated
Accounts as of 31 December 2013
2 Appropriation of Available Earnings and Distribution Against Reserve from
Capital Contribution
3 Consultative Vote on Compensation Report
4 Discharge of the Board of Directors and of the Senior Management
5 Reduction of Share Capital by Cancellation of Repurchased Shares
6 Board Elections

6.1 Re-Election of the Board of Directors

6.2 Election of the Chairperson of the Board of
Directors
6.3 Election of the Compensation Committee
7. Election of Independent Proxy
8. Election of the Auditors
9. Revision of Articles of Association
9.1 Modifications implementing the Ordinance against Excessive
Compensation
9.2 Further Modifications

10. Reduction of Conditional Capital and Creation of Authorized
Capital
Actelion Ltd.
Actelion Ltd. is a leading biopharmaceutical company focused on the discovery,
development and commercialization of innovative drugs for diseases with
significant unmet medical needs.

Actelion is a leader in the field of pulmonary arterial hypertension (PAH).
Our portfolio of PAH treatments covers the spectrum of disease, from WHO
Functional Class (FC) II through to FC IV, with oral, inhaled and intravenous
medications. Although not available in all countries, Actelion has treatments
approved by health authorities for a number of specialist diseases including
Type 1 Gaucher disease, Niemann-Pick type C disease, Digital Ulcers in
patients suffering from systemic sclerosis, and mycosis fungoides in patients
with cutaneous T-cell lymphoma.

Founded in late 1997, with now over 2,400 dedicated professionals covering all
key markets around the world including the US, Japan, China, Russia and
Mexico, Actelion has its corporate headquarters in Allschwil / Basel,
Switzerland.

Actelion shares are traded on the SIX Swiss Exchange (ticker symbol: ATLN) as
part of the Swiss blue-chip index SMI (Swiss Market Index SMI®). All
trademarks are legally protected.

For further information please contact:
Roland Haefeli
Senior Vice President, Head of Investor Relations&Public Affairs
Actelion Pharmaceuticals Ltd, Gewerbestrasse 16, CH-4123 Allschwil
+41 61 565 62 62
+1 650 624 69 36
www.actelion.com

The above information contains certain "forward-looking statements", relating
to the company's business, which can be identified by the use of
forward-looking terminology such as "estimates", "believes", "expects",
"may", "are expected to", "will", "will continue", "should", "would be",
"seeks", "pending" or "anticipates" or similar expressions, or by
discussions of strategy, plans or intentions. Such statements include
descriptions of the company's investment and research and development
programs and anticipated expenditures in connection therewith, descriptions
of new products expected to be introduced by the company and anticipated
customer demand for such products and products in the company's existing
portfolio. Such statements reflect the current views of the company with
respect to future events and are subject to certain risks, uncertainties and
assumptions. Many factors could cause the actual results, performance or
achievements of the company to be materially different from any future
results, performances or achievements that may be expressed or implied by
such forward-looking statements. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as
anticipated, believed, estimated or expected.

Board of Directors Report
http://hugin.info/131801/R/1776540/606123.pdf
AGM Invitation
http://hugin.info/131801/R/1776540/606122.pdf
Press Release PDF
http://hugin.info/131801/R/1776540/606120.pdf
Chariman's Letter to the Shareholders
http://hugin.info/131801/R/1776540/606121.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Actelion Pharmaceuticals Ltd via Globenewswire

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