CRISPR Therapeutics AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 13.05.2025/nPublicly viewable until: 13.05.2026/nPublication number: UP04-0000007162/nPublishing entity/nWalder Wyss AG, Seefeldstrasse 123.

8008 Zürich/nInvitation to the ordinary general meeting CRISPR/nTherapeutics AG/nOrganisation concerned:
/nCRISPR Therapeutics AG/nCHE-494.642.722/nBaarerstrasse 14/n6300 Zug/nGeneral meeting details:/n05.06.2025, 08.00 Uhr, at the offices of Walder Wyss Ltd./nInvitation/Agenda:/nInvitation to the Annual Shareholders' Meeting 2025/nTo the shareholders of CRISPR Therapeutics AG/nInvitation to the Annual General Shareholders' Meeting/nDate: June 5, 2025.

at 8:
00 a.m.

CEST/nPlace:
Offices of Walder Wyss Ltd., Seefeldstrasse 123,/n8008 Zurich.

Switzerland/nImportant Notice:
Please also read the accompanying proxy statement, which forms an/nintegral part of this notice.

The proxy statement contains in particular:
the statement of/nreasons for the below proposals of the board of directors of CRISPR Therapeutics AG/n(pages 47-55), details regarding admission to the meeting and persons eligible to vote/n(page 2), the voting procedure (pages 2-4) and details regarding the independent voting/nrepresentative (page 4)./nDear Shareholders:/nYou are cordially invited to the 2025 annual general meeting of shareholders, or the/n2025 Annual General Meeting, of CRISPR Therapeutics AG, or the Company, to be/nheld on June 5.

2025 at 8:
00 a.m. Central European Summer Time (2:00 a.m. East-/nern Daylight Time) as a physical meeting at the offices of Walder Wyss Ltd., See-/nfeldstrasse 123, 8008 Zurich, Switzerland. At the 2025 Annual General Meeting, the/nCompany's board of directors, or the Board of Directors, will propose to the Com-/npany's shareholders to consider and vote on the below matters. The Company's/ncommon shares are listed only on The Nasdaq Global Market and are traded under/nthe symbol ""CRSP""./nAgenda Items and Proposals of the Board of Directors:/n1. Approval of the Swiss Management Report, the Consolidated Finan-/ncial Statements and the Statutory Financial Statements of the Com-/npany for the year ended December 31, 2024./nThe Board of Directors proposes to the shareholders to approve the Swiss manage-/nment report, the consolidated financial statements and the statutory financial state-/nments of the Company for the year ended December 31, 2024 and to take note of/nthe reports of the auditors. Copies of these documents are available on the Internet/nat ir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reports and availa-/nble for download at www.proxydocs.com/CRSP./n2. Approval of the Appropriation of Financial Results./nThe Board of Directors proposes to the shareholders to carry forward the net loss/nresulting from the appropriation of financial results as follows:/nProposed Appropriation of Net Loss: in Swiss Francs (""CHF"")/nBalance brought forward from previous years CHF (1,053,626,151)/nNet loss for the period (on a stand-alone unconsolidated/nbasis): CHF (332,051,209)/nTotal accumulated net loss: CHF (1,385,677,360)/nResolution proposed by the Board of Directors:/n- RESOLVED, that the net loss for the period of/nCHF 332,051,209 shall be carried forward./n3. Discharge of the Members of the Board of Directors and the Executive/nCommittee./nThe Board of Directors proposes to the shareholders that the members of the Board/nof Directors and the executive committee of the Company, or the Executive Commit-/ntee, be discharged from personal liability for the business year ended December 31,/n2024./n4. Election or Re-election of the Members to the Board of Directors and/nthe Chairman./nThe Board of Directors proposes to the shareholders that Samarth Kulkarni, Ph.D.,/nbe re-elected as member of the Board of Directors and as Chairman of the Board of/nDirectors and that each of Ali Behbahani, M.D.;
Maria Fardis, Ph.D.;
H. Edward Flem-/ning, Jr., M.D.;
Simeon J. George, M.D.;
John T. Greene;
Katherine A. High, M.D.;
/nSandesh Mahatme, LL.M.;
Christian Rommel, Ph.D.;
Douglas A. Treco, Ph.D. and/nBriggs W. Morrison, M.D., be, as applicable, elected or re-elected as directors, each/nfor a term extending until completion of the 2026 annual general meeting of share-/nholders. The election of Briggs W. Morrison is subject to approval of Proposal 8/nhereto (approval of increasing the maximum size of the Board of Directors). Infor-/nmation on the professional backgrounds and qualifications of each director nominee,/nas well as information on committee memberships, can be found under ""Board of/nDirectors and Corporate Governance-Election of Directors"" on pages 6-8 in the ac-/ncompanying proxy statement and is available at www.proxydocs.com/CRSP./n4.a Re-election of Samarth Kulkarni, Ph.D., as member and Chairman/n4.b Re-election of Ali Behbahani, M.D./n4.c Re-election of Maria Fardis, Ph.D./n4.d Re-election of H. Edward Fleming, Jr., M.D./n4.e Re-election of Simeon J. George, M.D./n4.f Re-election of John T. Greene/n4.g Re-election of Katherine A. High, M.D./n4.h Re-election of Sandesh Mahatme, LL.M./n4.i Re-election of Christian Rommel, Ph.D./n4.j Re-election of Douglas A. Treco, Ph.D./n4.k Election of Briggs W. Morrison, M.D./n5. Election or Re-election of the Members of the Compensation/nCommittee./nThe Board of Directors proposes to the shareholders to elect or re-elect, as appli-/ncable, each of Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., John T. Greene/nand Briggs W. Morrison, M.D. (subject to approval of Proposals 4 and 8 hereto) as/nmembers of the Compensation Committee of the Board of Directors, each for a term/nextending until completion of the 2026 annual general meeting of shareholders. In-/nformation on the professional backgrounds and qualifications of each director nom-/ninee can be found under ""Board of Directors and Corporate Governance-Election/nof Directors"" on pages 6-8 in the accompanying proxy statement and are available/nat www.proxydocs.com/CRSP./n5.a Re-election of Ali Behbahani, M.D./n5.b Re-election of H. Edward Fleming, Jr., M.D./n5.c Re-election of John T. Greene/n5.d Election of Briggs W. Morrison, M.D./n6. Approval of the Compensation for the Board of Directors and the Ex-/necutive Committee and Non-Binding Advisory Vote on the 2024 Com-/npensation Report./nThe Board of Directors proposes to the shareholders to hold the following separate/nvotes on the non-performance-related compensation and the variable compensation/nof the Board of Directors and the Executive Committee:/n6.a Binding vote on maximum non-performance-related compensation for/nmembers of the Board of Directors from the 2025 Annual General/nMeeting to the 2026 annual general meeting of shareholders./nThe Board of Directors proposes to the shareholders to approve the maximum/namount of non-performance-related compensation for the members of the Board of/nDirectors covering the period from the 2025 Annual General Meeting to the 2026/nannual general meeting of shareholders, i.e., USD $670,000 (cash based compen-/nsation)./n6.b Binding vote on maximum equity for members of the Board of Direc-/ntors from the 2025 Annual General Meeting to the 2026 annual general/nmeeting of shareholders./nThe Board of Directors proposes to the shareholders to approve the maximum grant/nof equity or equity linked instruments for the members of the Board of Directors/ncovering the period from the 2025 Annual General Meeting to the 2026 annual gen-/neral meeting of shareholders with maximum value of USD $12,389,198 (equity grant/ndate value)./n6.c Binding vote on maximum non-performance-related compensation for/nmembers of the Executive Committee from July 1, 2025 to June 30,/n2026./nThe Board of Directors proposes to the shareholders to approve the maximum/namount of non-performance-related cash compensation for the members of the Ex-/necutive Committee covering the period from July 1, 2025 to June 30, 2026, i.e., USD/n$3,700,579 (cash based compensation plus social security costs)./n6.d Binding vote on maximum variable compensation for members of/nthe Executive Committee for the current year ending December 31,/n2025./nThe Boar"