ADC Therapeutics (ADCT) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 1, 2026, to be held virtually, with voting available online or by mail until May 27, 2026.

• Proxy materials, including annual and compensation reports, are available online and by request.

• Shareholders are encouraged to review materials and vote on key proposals, including financial statements, compensation, board elections, and capital structure amendments.

Voting matters and shareholder proposals

• Approval of 2025 management report, annual and consolidated financial statements, and auditor reports.

• Advisory vote on 2025 compensation report under Swiss law.

• Discharge of board and executive committee from liability for 2025.

• Appropriation of 2025 net loss to be carried forward.

• Re-election of all current board members and compensation committee members for one-year terms.

• Re-election of PHC Notaires as independent proxy and PricewaterhouseCoopers SA as auditor.

• Binding votes on maximum compensation for board ($2.5M), executive committee fixed ($2.6M) and variable ($5.5M) for upcoming periods.

• Advisory vote on executive compensation under U.S. law.

• Amendment to increase shares under the 2019 Equity Incentive Plan.

• Amendments to articles of association to increase capital range and conditional share capital for employees, financing, and acquisitions.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals.

• All current directors and compensation committee members nominated for re-election for one-year terms ending at the 2027 AGM.

• PHC Notaires proposed for re-election as independent proxy.