TO THE SHAREHOLDERS OF ACTELION LTD

INVITATION TO THE ANNUAL GENERAL MEETING 2017.DATEWEDNESDAY, 5 APRIL 2017, 10 A.M.(ADMISSION FROM 9 A.M.)

VENUEPREMISES OF ACTELION, HEGENHEIMERMATTWEG 95, 4123 ALLSCHWIL

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ACTELION ANNUAL GENERAL MEETING 2017.

OVERVIEW

INTRODUCTION

AGENDA ITEMS

1. ANNUAL REPORT 2016, CONSOLIDATED FINANCIAL STATEMENTS 2016, STATUTORY FINANCIAL STATEMENTS 2016 AND COMPENSATION REPORT 20161.1 Approval of Annual Report 2016, Consolidated Financial

Statements 2016, Statutory Financial Statements 20161.2 Consultative Vote on the Compensation Report 2016

2. APPROPRIATION OF AVAILABLE EARNINGS

3. DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT

4. RE-ELECTION OF THE CURRENT BOARD OF DIRECTORS4.1 Re-election of the Board of Directors4.2 Re-election of the Chairperson of the Board of Directors4.3 Re-election of the Compensation Committee

5. ELECTION OF THE NEW BOARD OF DIRECTORS5.1 Election of the Board of Directors5.2 Election of the Chairperson of the Board of Directors5.3 Election of the Compensation Committee

6. DISTRIBUTION OF ALL SHARES IN IDORSIA LTD TO THE SHAREHOLDERS OF ACTELION BY WAY OF A DIVIDEND IN KIND FOR THE PURPOSE OF IMPLEMENTING THE DEMERGER

7. ELECTION OF THE INDEPENDENT PROXY

8. ELECTION OF THE STATUTORY AUDITORS

9. REDUCTION OF SHARE CAPITAL BY CANCELATION OF REPURCHASED SHARES OF ACTELION LTD

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As previously announced, Janssen Holding GmbH, Zug, an indirect subsidiary of Johnson & Johnson, (the “Offeror”), made a public tender offer for all of the shares of Actelion Ltd (the “Offer”). The Board of Directors is recommending to the shareholders of Actelion Ltd (“Shareholder(s)”) to accept the Offer in the Report of the Board of Directors, which is available on www.actelion.com/proposed-transaction. In connection with the Offer, Actelion’s drug discovery and early clinical pipeline business shall be demerged and transferred to a newly-created entity, Idorsia Ltd, Allschwil (the “Demerger”, and together with the Offer, the “Transactions”). For a detailed description of the Transactions, please refer to the Shareholder Information Brochure, which can be downloaded from Actelion’s website under www.actelion.com/agm.

As part of the Offer, the Offeror nominates candidates to Actelion Ltd’s Board of Directors to take office with effect from the settlement of the Offer, while the term of the existing members of the Board of Directors to be re-elected today shall expire as per the same date (agenda items

4 and 5). For the purposes of the Demerger, the Board of Directors proposes to distribute the shares in Idorsia Ltd to the Shareholders by way of a dividend in kind (agenda item 6).

Shareholders should note that the settlement of the Offer is, inter alia, conditional upon the Shareholders having approved the election of the candidates nominated by the Offeror (agenda item 5.1) as well as the distribution of the shares in Idorsia Ltd to the Shareholders (agenda item 6). If these agenda items are not approved and such conditions are not waived in accordance with the terms of the Offer, the Offer will be declared unsuccessful and will, thus, terminate. The Board of Directors, therefore, strongly recommends that Shareholders vote in favor of these agenda items if they wish for the Offer to proceed and complete.

Note regarding the compensation of the Board of Directors and the Actelion Executive Committee (the “AEC”): The Offer is expected to be settled in the second quarter of 2017, according to its current timetable. The term of office of the current Board of Directors will also expire at the settlement of the Offer. The Board of

Directors of Actelion has, therefore, decided not to submit a board compensation proposal to the Shareholders. At last year’s Annual General Meeting, the Shareholders approved the aggregate maximum compensation amount for the AEC for the financial year 2017. In light of the Transactions and the planned de-listing of Actelion Ltd following the settlement of the Offer, the Board of Directors has decided not to submit to the Shareholders a proposal regarding the compensation of the AEC for the financial year 2018.

Note for Shareholders who have tendered their shares into the Offer: Please note that the tendering of your shares does not affect your entitlement to participate in the Annual General Meeting and to exercise your voting rights.

INTRODUCTION

PUBLIC TENDER OFFER AND DEMERGER

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ACTELION ANNUAL GENERAL MEETING 2017.

AGENDA ITEMS

1. ANNUAL REPORT 2016, CONSOLIDATED FINANCIAL STATEMENTS 2016, STATUTORY FINANCIAL STATEMENTS 2016 AND COMPENSATION REPORT 2016

1.1 Approval of Annual Report 2016, Consolidated Financial Statements 2016, Statutory Financial Statements 2016

Proposal of the Board of Directors:The Board of Directors proposes to approve the Annual Report 2016, the Consolidated Financial Statements 2016 and the Statutory Financial Statements 2016.

1.2 Consultative Vote on the Compensation Report 2016

Proposal of the Board of Directors: The Board of Directors proposes to endorse the Compensation Report 2016 (non-binding consultative vote).

Explanation by the Board of Directors: The Compensation Report has been made available to Shareholders and can be downloaded from Actelion’s website www.actelion.com. It explains the governance

and principles underlying the compensation structure at Actelion. In addition, the Compensation Report sets out the remuneration of the Board of Directors and the AEC in 2016.

2. APPROPRIATION OF AVAILABLE EARNINGS

Proposal of the Board of Directors: The Board of Directors proposes appropriation of available earnings as follows:

Explanation by the Board of Directors:In light of the Transactions, no cash dividend to Shareholders is proposed.

(in CHF thousands)

Accumulated profit at January 1, 2016 2,103,929

Transfer from capital contribution reserve to accumulated profit 158,513

Cancelation of shares (837,253)

Dividend payment (158,513)

Treasury shares legal reserve (607,493)

Net income for the year 2016 224,898

Total accumulated profit 884,081

Transfer from capital contribution reserve to accumulated profit -

Total accumulated profit 884,081

Dividend to be paid based on shares outstanding (CHF 0 per share) -

Balance to be carried forward 884,081

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3. DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT

Proposal of the Board of Directors: The Board of Directors proposes to grant discharge to all members of the Board of Directors and of the Executive Management for the financial year 2016.

4. RE-ELECTION OF THE CURRENT BOARD OF DIRECTORS

4.1 Re-election of the Board of Directors

Proposal of the Board of Directors: The Board of Directors proposes that each of the following persons be re-elected for a term of office until the date of settlement of the Offer:

– Jean-Pierre Garnier– Jean-Paul Clozel– Juhani Anttila– Robert J. Bertolini– John J. Greisch – Peter Gruss– Michael Jacobi– Jean Malo– David Stout– Herna Verhagen

The terms of office of all persons re-elected under this agenda item 4.1 shall terminate upon the conclusion of the Annual General Meeting 2018, if the settlement of the Offer does not occur earlier or does not occur at all.

Explanations by the Board of Directors:The elections will be conducted on an individual basis. For further information on the current members of the Board of Directors, please refer to www.actelion.com/board-of-directors. Upon settlement of the Offer, the then-current members of the Board of Directors shall be replaced by the candidates elected under agenda item 5.1.

4.2 Re-election of the Chairperson of the Board of Directors

Proposal of the Board of Directors:The Board of Directors proposes that Mr. Jean-Pierre Garnier be re-elected as Chairman of the Board of Directors for a term of office until the date of settlement of the Offer.

The term of office shall terminate upon the conclusion of the Annual General Meeting 2018, if the settlement of the Offer does not occur earlier or does not occur at all.

4.3 Re-election of the Compensation Committee

Proposal of the Board of Directors: The Board of Directors proposes that Ms. Herna Verhagen, Mr. Jean-Pierre Garnier and Mr. John J. Greisch be re-elected as members of the Compensation Committee for a term of office until the settlement of the Offer.

The terms of office of all persons re-elected under this agenda item 4.3 shall terminate upon the conclusion of the Annual General Meeting 2018, if the settlement of the Offer does not occur earlier or does not occur at all.

Explanations of the Board of Directors: The elections will be conducted on an individual basis. If re-elected, Mr. John J. Greisch will be appointed as Chairman of the Compensation Committee.

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ACTELION ANNUAL GENERAL MEETING 2017.

5. ELECTION OF THE NEW BOARD OF DIRECTORS

The candidates proposed under this agenda item have been nominated by the Offeror in connection with the Offer. If elected, their office commences with the settlement of the Offer.

All resolutions of the Shareholders under each of agenda item 5.1, 5.2 and 5.3 are subject to the condition precedent (aufschiebende Bedingung) that the Offer becomes unconditional, i.e. that all conditions of the Offer have been fulfilled or waived in accordance with the terms and conditions of the Offer.

5.1 Election of the Board of Directors

Proposal of the Board of DirectorsThe Board of Directors proposes that each of the following persons be elected with effect from the date of settlement of the Offer for a term of office until the conclusion of the Annual General Meeting 2018:

– Ludo Ooms– Claudio Cescato– Andrea Ostinelli– Pascal Hoorn– Julian Bertschinger

Explanations by the Board of Directors: The elections will be conducted on an individual basis. For further information on the proposed candidates, please refer to the Actelion website www.actelion.com/agm.

5.2 Election of the Chairperson of the Board of Directors

Proposal of the Board of Directors: The Board of Directors proposes that Mr. Ludo Ooms be elected as Chairman of the Board of Directors with effect from the date of settlement of the Offer for a term of office until the conclusion of the Annual General Meeting 2018.

5.3 Election of the Compensation Committee

Proposal of the Board of Directors: The Board of Directors proposes that each of the following persons be elected as members of the Compensation Committee with effect from the date of settlement of the Offer for a term of office until the conclusion of the Annual General Meeting 2018:

– Claudio Cescato– Andrea Ostinelli– Pascal Hoorn

Explanations of the Board of Directors The elections will be conducted on an individual basis. If elected, Mr. Pascal Hoorn will be appointed as Chairman of the Compensation Committee.

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6. DISTRIBUTION OF ALL SHARES IN IDORSIA LTD TO THE SHAREHOLDERS OF ACTELION BY WAY OF A DIVIDEND IN KIND FOR THE PURPOSE OF IMPLEMENTING THE DEMERGER

Proposal of the Board of Directors: The Board of Directors proposes that the Shareholders approve a special dividend in kind (on account of legal capital contribution reserves) as follows:

(in CHF)

Legal capital contribution reserves to be distributed to ShareholdersCorresponding to the aggregate book value of all shares in Idorsia Ltd, in the maximum amount of CHF 265,000,000

Maximum amount of

265,000,000

The dividend in kind shall consist of one registered share in Idorsia Ltd, with a nominal value of CHF 0.05 each, for each registered share in Actelion entitled to dividends. No dividend in kind will be paid on any treasury shares held by Actelion Ltd and its subsidiaries.

The final number of Idorsia Ltd shares to be distributed as dividend will correspond to the number of Actelion Ltd shares entitled to dividends.

The entitlement to the dividend in kind is subject to the condition precedent (aufschiebende Bedingung) that the Offer becomes unconditional, i.e. that all conditions of the Offer have been fulfilled or waived in accordance with the terms and conditions of the Offer.

Distribution of the dividend in kind shall be effected at settlement of the Offer. Actelion will announce the cut-off date, ex-dividend date and record date in due course.

Explanations by the Board of Directors: Ernst & Young AG, Basel, statutory auditor of Actelion has confirmed that the proposal under this agenda item 6 complies with the law and the Articles of Association of Actelion Ltd. If the dividend in kind as proposed under this agenda item is approved by the Shareholders, each Shareholder will receive one share in Idorsia Ltd for each Actelion Ltd share held. The cut-off date (the date by which investors must have acquired Actelion Ltd shares in order to benefit from the dividend in kind), ex-dividend date and record date are expected to be three trading days, two trading days and one trading day, respectively, prior to the settlement of the Offer. The distribution of Idorsia Ltd shares is scheduled to complete by the settlement of the Offer. For further information on the Transactions, the dividend in kind and on Idorsia Ltd, please refer to the Shareholder Information Brochure which can be downloaded from Actelion’s website www.actelion.com/agm.

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ACTELION ANNUAL GENERAL MEETING 2017.

7. ELECTION OF THE INDEPENDENT PROXY

Proposal of the Board of Directors: The Board of Directors proposes that BDO AG, represented by Mr. Marc Schaffner, be elected as Independent Proxy for a term of office until the conclusion of the Annual General Meeting 2018.

8. ELECTION OF THE STATUTORY AUDITORS

Proposal of the Board of Directors: The Board of Directors proposes to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year 2017.

9. REDUCTION OF SHARE CAPITAL BY CANCELATION OF REPURCHASED SHARES OF ACTELION LTD

Proposal of the Board of Directors: The Board of Directors proposes the reduction of the Actelion Ltd’s share capital from currently CHF 53,880,713.50 by the amount of CHF 681,000.00 to CHF 53,199,713.50 by means of cancelation of the corresponding number of shares as well as the modification of the corresponding provision in the Articles of Association of Actelion Ltd.

The special report by the auditor required by law is available. It confirms that all claims are covered despite the share capital reduction.

Upon completion of the share capital reduction, Article 3 para. 1 of the Articles of Association will read as follows:

Proposed Article 3 para 1 (changes marked)1. The fully paid-in Share Capital of the

Company amounts to CHF 53,880,713.50 53,199,713.50 and is divided into 107,761,427 106,399,427 registered Shares with a nominal value of CHF 0.50 each.

Explanations by the Board of Directors:Actelion Ltd started its second trading line share repurchase program of up to 10,000,000 shares of Actelion’s common stock over a period of three years on 9 April 2015 and in the period from 1 March 2016 until 30 November 2016 acquired 1,362,000 treasury shares. The Board of Directors proposes to reduce the share capital accordingly and to cancel these shares.

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On 20 February 2017, after a corresponding announcement in the media on 16 February 2017,Actelion Ltd published a notice in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) inviting qualifying Shareholders to submit their requests for the inclusion of individual items on the agenda by 1 March 2017. No requests have been submitted.

ORGANIZATIONAL NOTES

LOCATIONThis Annual General Meeting will take place at the premises of Actelion, Hegenheimermattweg 95, 4123 Allschwil.

ANNUAL REPORT AND COMPENSATION REPORTThe Annual Report with Consolidated and Statutory Financial Statements, the Auditors’ Reports for 2016 and the Compensation Report 2016 can be consulted by the Shareholders at the premises of Actelion, Hegenheimermattweg 95, CH-4123 Allschwil. Registered Shareholders may request a copy of these documents. All documents are also available online at www.actelion.com/annual-report.

TICKETS OF ADMISSIONShareholders are kindly requested to return to Actelion (c/o areg.ch ag, Fabrikstrasse 10, CH-4614 Hägendorf) the enclosed form regarding

the exercise of voting rights and the appointment of proxy by no later than 3 April 2017, so their admission ticket and voting documents can be dispatched in good time. Admission tickets and voting documents will be sent out starting on 27 March 2017.

EXERCISE OF VOTING RIGHTS AND REPRESENTATIONShares only qualify for voting if entered in the Share Register with voting rights on 31 March 2017.

The form attached to this invitation may be used as follows: (i) to order the admission ticket and the voting documents so as to attend the Annual General Meeting in person, (ii) to appoint in writing another Shareholder of Actelion as proxy; or (iii) to appoint the Independent Proxy, BDO AG, Entfelderstrasse 1, CH-5001 Aarau, by using the enclosed envelope.

ELECTRONIC AUTHORIZATIONS AND INSTRUCTIONS TO THE INDEPENDENT PROXYShareholders may issue electronic authorizations and instructions to the Independent Proxy at www.sherpany.com/actelion. The requisite login data is enclosed in the meeting materials supplied to the Shareholders. Shareholders may change any instructions they may have communicated electronically up to, but no later than, 3 April 2017, 23:59 hrs.

TRANSLATION SERVICEThe Annual General Meeting will be held in English, and simultaneous translation into German will be available. Headsets will be provided in the foyer.

SPEAKER’S DESKShareholders who wish to speak are kindly asked to notify the speakers’ desk (Wortmeldeschalter) situated near the registration desk before the Annual General Meeting begins.

SHAREHOLDER MOTIONSMotions from Shareholders with regard to agenda items are only permissible if they are submitted to the Annual General Meeting by the respective Shareholders or by an individual proxy acting on their behalf. The Independent Proxy will not act as an individual proxy for this purpose.

Allschwil, 14 March 2017

For the Board of Directors: Dr. Jean-Pierre Garnier Chairman

AGENDA ITEM REQUESTS

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ACTELION ANNUAL GENERAL MEETING 2017. 11