SHAREHOLDER INFORMATION BROCHURE.GENERAL MEETING OF SHAREHOLDERS OF 5 APRIL 2017Proposed demerger of Actelion’s drug discovery and early-stage clinical pipeline business

15 March 2017

3

IMPORTANT INFORMATION This information brochure has been prepared exclusively for the shareholders of Actelion Ltd (“Actelion”) for the general meeting of shareholders to be held on 5 April 2017 (the “General Meeting”). This information brochure does not constitute an invitation or an offer to purchase, sell, trade or subscribe for any shares or other securities of the companies involved. Furthermore, this information brochure is neither a prospectus according to Art. 652a of the Swiss Code of Obligations nor a listing prospectus according to the listing rules of SIX Swiss Exchange Ltd (“SIX”). An invitation to the General Meeting to be held at Actelion Headquarters, Hegenheimermattweg 95, 4123 Allschwil, Switzerland on 5 April 2017, which sets forth the agenda and proposals of Actelion’s board of directors, in addition to a registration form for ordering the admission card and the voting materials, have been separately published. This information brochure is intended to provide Actelion’s shareholders with information about (i) the transfer by Actelion of its drug discovery and early clinical pipeline business to subsidiaries of a newly-created holding company wholly-owned by Actelion (the company and, where the context so requires, its subsidiaries, “Idorsia”), (ii) the subsequent distribution of the shares in Idorsia to Actelion’s shareholders (the “Demerger Distribution”), and (iii) the listing of Idorsia’s shares on SIX (together, the “Demerger”). The Demerger is taking place within the context of the public tender offer by Janssen Holding GmbH, an indirect subsidiary of Johnson & Johnson (“J&J”), for all publicly held registered shares of Actelion (the “Offer”, and together with the Demerger, the “Transactions”). Following completion of the Transactions, Actelion will retain its existing marketed products and certain late-stage pipeline product candidates and will be an indirect subsidiary of J&J. The Offer and the Demerger are running in parallel and are generally cross-conditioned. If the Demerger Distribution is not approved at the General Meeting, the Offer and the Demerger will not complete. For more information regarding the Offer, please refer to the offer prospectus dated 16 February 2017 (available on J&J’s website: http://www.investor.jnj.com/publictenderoffer.cfm). In connection with the listing of Idorsia’s shares on SIX, a listing prospectus will be published shortly before the date that the shares of Idorsia are expected to be first traded on SIX. If you are in any doubt as to the action you should take, you should seek your own financial, legal and tax advice immediately from your custodian, investment adviser, legal adviser or tax adviser. Distribution of this information brochure and any accompanying documents may be restricted by law in certain jurisdictions. Persons and legal entities that come into possession of this information brochure must inform themselves about such restrictions and comply with them. Any failure to comply with these restrictions may constitute a violation of the securities laws of any of such jurisdictions. This information brochure contains forward-looking statements which express intentions, estimates, expectations and forecasts relating to future financial, operational and other developments and results. Such statements and the underlying assumptions are subject to a variety of risks, uncertainties and other factors which could mean that the actual developments may significantly differ therefrom. Shareholders should further note that even if the General Meeting approves the resolutions required to carry out the Demerger, the Demerger may not be completed, in full or in part, or may be delayed, for example if resolutions are challenged, the Offer fails to complete, or if necessary consents, including regulatory consents, are not granted. In view of these uncertainties, readers of this information brochure are cautioned not to place undue reliance on such forward-looking statements. Further, it should be noted that any market data and valuations, as well as past trends and performances, described in this information brochure are no guarantee for the future development, performance or value of Idorsia or Actelion. You are recommended to read this entire document. Other than as specifically referenced herein, information on J&J’s and/or Actelion’s websites, on any website directly or indirectly linked to J&J’s and/or Actelion’s websites or on any other website referred to in this information brochure does not constitute in any way part of this information brochure and is not incorporated by reference into this information brochure. The Idorsia shares to be distributed in connection with the Demerger will not be registered with the US Securities and Exchange Commission (the “SEC”) under the US Securities Act of 1933, as amended, or any US state securities laws. Neither the SEC nor any US state securities commission has approved or disapproved the Idorsia shares or passed comment or opinion upon the accuracy of this document or the listing prospectus, which will be published shortly before the date that the shares in Idorsia are expected to be first traded on SIX. For further information, see “Transfer Restrictions”.

TABLE OF CONTENTS PAGE

LETTER FROM THE CHAIRMAN ................................................................. 5

BACKGROUND AND OVERVIEW OF THE TRANSACTIONS ....................... 7

INDICATIVE TIMETABLE OF EVENTS ........................................................ 11

DESCRIPTION OF IDORSIA FOLLOWING THE DEMERGER .................... 15

DESCRIPTION OF THE DEMERGER ......................................................... 23

TAXATION .................................................................................................... 27

TRANSFER RESTRICTIONS ....................................................................... 33

QUESTIONS AND ANSWERS ..................................................................... 35

LETTER FROM THE CHAIRMAN.

6

Dear Shareholder,

Actelion is undergoing an exciting period of development and change.

As you are aware, we were approached last year by Johnson & Johnson, who proposed that together we explore the rich strategic opportunities for collaboration between our two companies. A truly innovative proposal has come out of these extensive discussions. We are proud to have now reached an agreement that allows you to realize substantial value from Actelion’s products and late-stage pipeline assets through the sale of your Actelion shares for cash, while at the same time retaining a significant stake in the future potential upside of Actelion’s early-stage pipeline through ownership of Idorsia Ltd, a new independent biopharmaceutical company that will specialize in the discovery, development and commercialization of small molecule therapeutics to address significant unmet medical needs.

Our proposal has two constituent parts: a tender offer and a demerger.

• The Tender Offer: Janssen Holding GmbH, an indirect subsidiary of Johnson & Johnson, has already made an offer to acquire all of the shares of Actelion at an all cash price of USD 280 per share. Subject to extensions, the main offer period is expected to remain open until 30 March 2017. In the report of Actelion’s board of directors contained in the tender offer prospectus, we have already recommended to the shareholders of Actelion to accept the offer and Actelion’s board and I encourage you to participate and tender your shares. Actelion will retain its current marketed products as well as certain late-stage product candidates.

• The Demerger: Actelion’s drug discovery and early clinical pipeline business will be separated into a newly-created entity, Idorsia Ltd. As part of the demerger, we propose to distribute the ownership of Idorsia to shareholders by way of a dividend in kind (one Idorsia share for each Actelion share held), and at Actelion’s general meeting on 5 April 2017, we will ask you to vote to approve this dividend in kind.

It is important to bear in mind that if the dividend in kind is not approved at this general meeting, the tender offer and the demerger will not complete.

As a shareholder of Actelion who has invested in the company and supported the development of its pipeline, you have the opportunity to continue to share in future successes through the unique structure of the proposed transaction. Led by Jean-Paul Clozel and the experienced and proven scientific team of Actelion, I have high expectations for this new biopharmaceutical company with access to over CHF 1 billion in cash, equipped with state of the art technology and benefitting from a broad portfolio of innovative drugs in its pipeline inherited from Actelion. Assuming the tender offer is successful and you approve the demerger, Idorsia shares are expected to be listed on SIX and to commence trading in the second quarter of 2017.

In the event that the tender offer and demerger are successful, Actelion will become a member of the Johnson & Johnson family of companies. It is also envisaged that following completion of the tender offer and the demerger, Johnson & Johnson will hold 16% of the shares of Idorsia through the conversion of the first tranche of a convertible loan, with the right to increase its shareholding to 32% (based on the number of Idorsia shares as of the first day of trading, on a post-conversion basis) in the future through the conversion of the second tranche of the same convertible loan.

In the pages that follow, we will describe in further detail the proposed transaction structure and the benefits you will receive. We are confident you will share our view that the proposal is in the best interests of all parties involved and recommend you vote to approve the proposals put to you at the general meeting on 5 April 2017.

For the board of directors of Actelion Ltd

Jean-Pierre Garnier Chairman of the board of directors

BACKGROUND AND OVERVIEW OF THE TRANSACTIONS.

8

Background

In January 2016, Johnson & Johnson (“J&J”) contacted Actelion Ltd (“Actelion”) to explore a potential strategic transaction between the two companies. Following extensive discussions, Actelion agreed to support a public tender offer by an indirect subsidiary of J&J, Janssen Holding GmbH (the “Offeror”), for all publicly held registered shares of Actelion at a cash price of USD 280 per Actelion share (the “Offer”). In addition, the parties agreed that in conjunction with the Offer, Actelion would carry out a demerger of Actelion’s drug discovery and early clinical pipeline business into subsidiaries held by a newly-created holding company wholly-owned by Actelion (the company and, where the context so requires, its subsidiaries, “Idorsia”). The Offer and the Demerger (as defined below) are running in parallel and are generally cross-conditioned.

Strategic Rationale and Benefits to Actelion’s Shareholders

Actelion’s board of directors believes that the all-cash Offer of USD 280 per Actelion share will deliver a significant and immediate premium to Actelion’s shareholders, with greater value certainty compared to Actelion’s standalone prospects. Actelion’s shareholders are also expected to realize substantial additional value from their ownership interest in Idorsia.

As an indirect subsidiary of J&J, Actelion will remain a leading provider of drugs and therapies targeted at pulmonary arterial hypertension, bolstered by a range of other marketed products. Actelion will also continue to develop certain assets in its late-stage clinical development pipeline. Actelion will be able to further enhance its positioning as a global biopharmaceutical enterprise by benefitting from the breadth of experience that J&J has in developing and commercializing successful pharmaceutical products.

Concurrently, Idorsia will emerge as a new independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics to meet significant unmet medical needs. Idorsia will have a diverse clinical development pipeline comprising several compounds being investigated in multiple therapeutic areas, including central nervous system disorders, cardiovascular disorders, immunological disorders and orphan diseases. Idorsia will directly benefit from Actelion’s 19-year history and experience, inheriting Actelion’s established and validated drug discovery engine and a strong cross-section of its development organization. It is expected that as of the date of Listing (as defined below), Idorsia will have access to over CHF 1 billion in cash. See “Description of Idorsia following the Demerger—Financial Position, Indebtedness and Capital Policy of Idorsia”.

Overview of the Offer

On 26 January 2017, J&J made a pre-announcement of the Offer describing certain of its terms. The prospectus relating to the Offer (the “Offer Prospectus”) was published on 16 February 2017. The Offer Prospectus included a report by Actelion’s board of directors unanimously recommending the Offer and encouraging Actelion’s shareholders to tender their Actelion shares (the “Board Report”). The main offer period (the “Main Offer Period”) started on 3 March 2017 and is expected to remain open until 30 March 2017 (subject to extensions). If at least 67% of Actelion shares are tendered during the Main Offer Period, the Offer will be declared successful (zustandegekommen). An additional acceptance period of ten (10) trading days is then expected to commence on 6 April 2017 and to remain open until 21 April 2017 (the “Additional Acceptance Period”). Following receipt of merger control and other approvals by relevant regulatory authorities, the Offer is expected to settle in the second quarter of 2017.

9

Overview of the Demerger

After the Main Offer Period and the Additional Acceptance Period, Actelion’s discovery and early clinical pipeline business is expected to be transferred to subsidiaries held by a newly-created holding company, Idorsia (the “Reorganization”). Subject to approval at the general meeting of Actelion’s shareholders which will be held on 5 April 2017 (the “General Meeting”), all Actelion shareholders (whether tendering their shares or not) will receive one share in Idorsia per Actelion share held (the “Demerger Distribution”). The cut-off date, ex-dividend date and record date are expected to be three (3) trading days, two (2) trading days and one (1) trading day, respectively, prior to consummation of the Offer (the “Settlement”). Following the Demerger Distribution, it is anticipated that Idorsia will be listed on SIX Swiss Exchange Ltd (“SIX”) (the “Listing”, and together with the Reorganization and the Demerger Distribution, the “Demerger”). The Settlement is conditional on, among other things, the approval for Listing by SIX.

Structure before and after the Transactions

The charts below illustrate the expected structure of the businesses prior to and after successful completion of the Offer and the Demerger (together, the “Transactions”):

1 Cilag Holding AG, an indirect subsidiary of J&J, will provide Idorsia with the Convertible Loan which is convertible in two tranches into shares of Idorsia, representing a potential total of 32% of the share capital of Idorsia. See “Description of Idorsia following the Demerger—Financial Position, Indebtedness and Capital Policy of Idorsia—Indebtedness”.

10

Overview of the ongoing relationship of Idorsia with Actelion and J&J

Following successful completion of the Demerger and the Settlement, Idorsia is expected to have an ongoing relationship with both Actelion and J&J. In particular, the parties will cooperate through, among others, the following arrangements:

• Pursuant to a collaboration agreement (the “Collaboration Agreement”), J&J (through its subsidiary Janssen Biotech, Inc. (“Janssen Biotech”)), has the option to collaborate with Idorsia to jointly develop and solely commercialize ACT-132577, a metabolite of macitentan;

• Pursuant to a revenue sharing agreement (the “Revenue Sharing Agreement”) in respect of ponesimod and cadazolid, the two late stage pipeline products which will remain with Actelion, a subsidiary of Idorsia will be entitled to payments of 8% of aggregate net sales of products containing these compounds;

• Cilag Holding AG, an indirect subsidiary of J&J (“Cilag”), will provide Idorsia with a CHF 580 million convertible loan (the “Convertible Loan”), which is convertible in two tranches into shares of Idorsia representing a potential total of 32% of the share capital of Idorsia; and

• Cilag will provide Idorsia with a CHF credit facility equivalent to USD 250 million (the “Credit Facility”).

For a full description of these and other agreements relating to the ongoing relationship between the parties, see “Description of Idorsia following the Demerger—Financial Position, Indebtedness and Capital Policy of Idorsia—Indebtedness” and “Description of the Demerger—Ongoing relationship of Idorsia with Actelion and J&J”.

INDICATIVE TIMETABLE OF EVENTS.

12

All dates listed below represent Actelion’s current expectations for the timing of the key events of the Transactions and are subject to change. Please note that the Settlement (i.e. the date corresponding to “X”) is dependent upon the duration of the Main Offer Period and receipt of regulatory approvals. Currently, the Settlement is expected to be in the second quarter of 2017. Actelion will provide updates to shareholders as additional information becomes available.

Event Expected Date

End of Main Offer Period ................................................................................................ 30 March 2017*

Provisional notice of interim results of Offer................................................................ 31 March 2017*

Definitive notice of interim results of Offer ................................................................... 5 April 2017*

General Meeting (including vote on Demerger Distribution) ....................................... 5 April 2017

Start of Additional Acceptance Period ........................................................................... 6 April 2017*

End of Additional Acceptance Period ............................................................................ 21 April 2017*

Closing of second trading line on SIX for tendered Actelion shares ........................... 21 April 2017**

Provisional notice of end results of Offer ...................................................................... 24 April 2017*

Definitive notice of end results of Offer ......................................................................... 27 April 2017*

Publication of Idorsia listing prospectus ....................................................................... X minus circa 1 week

Cut-off date for entitlement to receive dividend in kind ............................................... X minus 3 trading days†

Ex-dividend date ............................................................................................................. X minus 2 trading days

Record date ..................................................................................................................... X minus 1 trading day

Distribution of Idorsia shares and Settlement .............................................................. X††

Listing and first day of trading of Idorsia shares on SIX .............................................. X†† * Date subject to change depending on duration of the Main Offer Period. ** In the event of a postponement of the Settlement in accordance with Section B.7 (“Offer Conditions”) of the Offer Prospectus (in particular, if regulatory approvals are outstanding or waiting periods have not yet lapsed by the end of the Additional Acceptance Period), the second trading line will only be terminated upon the second (2nd) trading day prior to the Settlement. † Investors who acquire Actelion shares on SIX after the cut-off date will acquire Actelion shares without the entitlement to receive the dividend in kind. †† Date dependent upon duration of the Main Offer Period and receipt of regulatory approvals (expected to be in the second quarter of 2017). Actelion will provide updates to shareholders as additional information becomes available.

13

End of Main Offer Period

Holders of Actelion shares may tender their Actelion shares at any time prior to the end of the Main Offer Period, which is scheduled to end on 30 March 2017. The Offeror has reserved the right to extend the Main Offer Period once or several times to a maximum of forty (40) trading days or, with the approval of the Swiss Takeover Board, beyond forty (40) trading days. In the Board Report, Actelion’s board of directors encouraged all Actelion shareholders to tender their Actelion shares.

Definitive notice of interim results of Offer

It is expected that if a sufficient number of Actelion shares have been tendered by shareholders, the Offer will be declared successful (zustandegekommen) on 5 April 2017.

General Meeting

An invitation to the General Meeting to be held on 5 April 2017, including the agenda and proposals of Actelion’s board of directors, was published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) on 15 March 2017. The invitation is available on Actelion’s website (www.actelion.com/agm).

The agenda items to be deliberated and resolved by the General Meeting will include the agenda items of the Annual General Meeting that was originally scheduled for 4 May 2017 and that will be replaced by the General Meeting. Among other agenda items related to the Transactions, the General Meeting will deliberate and resolve the Demerger Distribution, which is intended to be a special dividend in the form of a dividend in kind of Idorsia shares to be distributed to the shareholders of Actelion. A simple majority of the votes represented at the General Meeting will be required for approval of the Demerger Distribution. If the Demerger Distribution is not approved at the General Meeting, the Offer and the Demerger will not complete. For a full list of the agenda items, please refer to the invitation to the General Meeting.

End of Additional Acceptance Period

After the expiration of the Main Offer Period (which may be extended), and if the Offer is declared successful (zustandegekommen), there will be an Additional Acceptance Period of ten (10) trading days for the subsequent acceptance of the Offer by Actelion shareholders. The Additional Acceptance Period is expected to commence on 6 April 2017 and to remain open until 21 April 2017.

Definitive notice of end results of Offer

The end results of the Offer are expected to be available on or about 27 April 2017.

Cut-off date for entitlement to receive dividend in kind

The cut-off date, ex-dividend date and record date are expected to be three (3) trading days, two (2) trading days and one (1) trading day, respectively, prior to the Settlement. Only shareholders holding Actelion shares on the cut-off date will be entitled to receive, in the form of a dividend in kind, registered shares in Idorsia with a nominal value of CHF 0.05 each (one Idorsia share for each Actelion share held).

14

Distribution of Idorsia shares and Settlement of Offer

Following the receipt of relevant merger control and other approvals by relevant regulatory authorities, the Settlement is expected to take place in the second quarter of 2017.

Each shareholder of Actelion (whether tendering their shares or not) shall receive one Idorsia share for each Actelion share held on the cut-off date. Shareholders of Actelion who hold their shares in custody through a depository bank, custodian or other financial intermediary, will receive the Idorsia shares they are entitled to by distribution through their depository bank, custodian or other financial intermediary. Delivery of the Idorsia shares will take place through the clearing system of SIX SIS AG and is scheduled to take place on the same day as the Settlement.

Listing and first day of trading of Idorsia shares on SIX

Application will be made for the Idorsia shares to be listed according to the International Reporting Standard of SIX. Actelion expects that the Idorsia shares will be listed, and that trading will commence, on the same date as the Settlement.

DESCRIPTION OF IDORSIA FOLLOWING THE DEMERGER.

16

Overview

Idorsia will be an independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics to meet significant unmet medical needs. Idorsia will have a diverse clinical development pipeline comprising several compounds being investigated in multiple therapeutic areas, including central nervous system disorders, cardiovascular disorders, immunological disorders and orphan diseases. Idorsia will directly benefit from Actelion’s 19-year history and experience, inheriting Actelion’s established and validated drug discovery engine and a strong cross-section of its development organization. Indeed, Idorsia’s pipeline will continue to be developed by selected members of Actelion’s development organization that will join Idorsia following the Demerger.

Headquartered in Allschwil, Switzerland, Idorsia was incorporated on 2 March 2017. Following the Settlement, Idorsia will have approximately 650 employees.

Drug Discovery and Clinical Development Organization

Idorsia’s drug discovery will focus on novel molecular target families, implementing appropriate state-of-the-art technologies. In particular, the target families will include G-protein coupled receptors (“GPCRs”), anti-infective targets, ion channels and certain enzymes. The drug discovery team will comprise approximately 380 professionals, facilitating the combination of drug discovery technology with human expertise and teamwork in a single research center based in Allschwil, Switzerland. Idorsia will also continue to hold a majority stake in Vaxxilon Ltd, a company focused on the discovery, development, and commercialization of synthetic carbohydrate vaccines. Vaxxilon Ltd will be fully consolidated with Idorsia.

Idorsia will have over 100 medicinal and process chemists who will design, synthesize and optimize low molecular weight compounds that will go through a cyclic drug discovery process for optimization. These innovative compounds will be characterized by molecular biologists and biochemists in relation to the chosen molecular drug targets. The characterization process will include the development of a variety of assays and execution of activity screens. The vast quantities of assay result data generated will be managed and analyzed by in-house data management programs. Lead compounds will then be passed to the pharmacologists, neurobiologists, immunologists and electrophysiologists to further characterize the compounds, repeating this cycle until an optimized compound is available for preclinical development by the pharmacokineticists, formulation specialists and toxicologists. An additional task will be to identify the best possible clinical indications, taking into account the profile of the compound, the aspects of clinical development and the medical need.

Idorsia’s clinical and pharmacological research operations will comprise multiple functions: clinical science, pharmacology, biostatistics and data management, drug safety, drug regulatory affairs, life cycle management and clinical operations. Life cycle teams, formed of representatives of preclinical and clinical development functions, technical operations and business strategy and operations, will contribute to bring about the efficient development of new medicines. They will steer the compounds from the definition of a target profile and entry-into-human studies through to submission of the dossier to health authorities and commercialization until loss of exclusivity of the medicine in the major markets and beyond. Idorsia’s clinical development functions will manage clinical programs to the appropriate scientific, medical and operational standards to generate the information required by health authorities worldwide.

17

Idorsia’s Clinical Development Pipeline

Status

Compound

Mechanism of Action

Target Indication

Phase II

ACT-132577*

Endothelin receptor antagonist

Resistant hypertension

ACT-541468

Dual orexin receptor antagonist

Insomnia

Clazosentan

Endothelin receptor antagonist

Vasospasm associated with aneurysmal subarachnoid hemorrhage

Cenerimod

S1P1 receptor modulator

Systemic lupus erythematosus

Phase Ib

Lucerastat

Glucosylceramide synthase inhibitor

Fabry disease

Phase I

ACT-246475

P2Y12 receptor antagonist

Acute coronary syndrome

ACT-774312

CRTH2 receptor antagonist

Asthma

ACT-539313

Selective orexin 1 receptor antagonist

Anxiety

ACT-709478

T-type calcium channel blocker

Epilepsy

*Subject to the Collaboration Agreement with J&J. See discussion of ACT-132577 in "—Idorsia's Clinical Development Activities".

18

Idorsia’s Clinical Development Activities

ACT-132577, an endothelin receptor antagonist (“ERA”) in development for resistant hypertension

ACT-132577 is an active metabolite of macitentan which is being investigated for resistant hypertension. Resistant hypertension is defined as uncontrolled hypertension despite treatment with three antihypertensive drug therapies from different classes at optimal doses (including a diuretic), and is very often associated with diastolic heart failure. In the US and certain major EU countries, there are an estimated 10 million individuals who are believed to be affected by resistant hypertension, according to proprietary research conducted in 2014 by an independent consultancy agency. Resistant hypertension represents a significant risk for cardiac disease.

As an active metabolite of macitentan, ACT-132577 is present in the blood of macitentan-treated patients and preclinical research has shown that it can affect resistant hypertension. So far, limited treatment options exist and no drug is approved with an indication specifically for the treatment of patients with resistant hypertension. ACT-132577 has potential as an oral, potent, once-a-day drug with a long-lasting effect on reducing blood pressure. ACT-132577 is currently in a Phase II study in patients with essential hypertension to identify the optimal dose for further studies. Results from the Phase II study are expected in the first half of 2017.

Idorsia has entered into a Collaboration Agreement with J&J, Janssen Biotech and Actelion in respect of ACT-132577. See “Description of the Demerger—Ongoing Relationship of Idorsia with Actelion and J&J—Collaboration between J&J and Idorsia in respect of ACT-132577”.

ACT-541468, a dual orexin receptor antagonist (“DORA”) in development for insomnia

DORA is a new dual orexin receptor antagonist which targets the orexin system and is intended to treat insomnia. By 2020, it is estimated that there will be approximately 13 million chronic insomnia patients being treated with pharmaceutical-grade insomnia medications in the US alone, according to research by GlobalData Ltd in 2015. Based on pre-clinical data, dual orexin receptor antagonism may normalize sleep architecture. Preclinical data suggests that DORA will have a low potential for abuse. Phase I data also indicates that DORA has an ideal pharmacokinetic and pharmacodynamic profile to deliver fast onset of sleep, a duration of action which is well-suited for appropriate sleep maintenance, and no next day “hangover effect”. These properties are being explored clinically and, if confirmed, will give DORA the potential to be differentiated from current sleep medications.

A Phase II program was announced in July 2016, with studies in adults and elderly patients underway to assess sleep maintenance, sleep initiation and next day residual effects and performance. Results are expected in the second half of 2017.

19

Clazosentan, an endothelin receptor antagonist (ERA) in development for cerebral vasospasm secondary to aneurysmal subarachnoid hemorrhage (“aSAH”)

Clazosentan is an endothelin receptor antagonist in development as an intravenous infusion for cerebral vasospasm secondary to aSAH. Clazosentan was granted orphan status in Europe in 2003 and in the US in 2006. Idorsia believes clazosentan can decrease the need for invasive intervention (i.e. angioplasty), which is currently used in such conditions at high cost and with high medical risk.

Currently, clazosentan is being investigated in a Phase II study, REVERSE, which evaluates whether clazosentan has a rapid effect in reversing angiographically-confirmed cerebral vasospasm in patients with aSAH treated by endovascular coiling or surgical clipping. Results are expected by the end of 2017.

Previously, clazosentan was investigated for the prevention of angiographic vasospasm in patients with aSAH in a Phase II study, CONSCIOUS-1. This study was followed by two Phase III studies, CONSCIOUS-2 and CONSCIOUS-3, to assess the effect of clazosentan on the incidence of cerebral vasospasm-related morbidity and all-cause mortality. The treatment effect of clazosentan 5 mg/h in CONSCIOUS-2 did not reach statistical significance, resulting in the premature termination of recruitment into CONSCIOUS-3. However, analysis of the data collected in CONSCIOUS-3 showed that clazosentan 15 mg/h significantly reduced cerebral vasospasm-related morbidity and all-cause mortality, with a 44% relative risk reduction (p=0.0074). This dose also significantly reduced the incidence of delayed ischemic neurological deficit with a 54% relative risk reduction (p=0.0038). In addition, clazosentan reduced the need for rescue therapy for vasospasm. Clazosentan did not improve long-term clinical outcome.

Cenerimod, a S1P1 receptor modulator in development for systemic lupus erythematosus (“SLE”)

Cenerimod is a selective sphingosine-1-phosphate receptor 1 (S1P1) modulator, which is currently being investigated in a Phase II study in adult patients with SLE. According to proprietary research conducted by an independent consultancy agency in 2013, by 2020 there will be an estimated 600,000 people in the US and certain major EU countries being treated for moderate to severe SLE. Current treatment options are limited for SLE and, thus, Idorsia believes there is a high unmet medical need among SLE patients.

Cenerimod blocks the egress of lymphocytes from lymphoid organs, thereby reducing the availability of circulating effector T and B cells that can invade target organs. This pharmacodynamic effect is sustained with continued daily oral dosing, with no need for up-titration, and is reversible upon drug discontinuation.

Results of the Phase II study are expected in the first half of 2017, which will provide the information required to define how to continue the Phase II program.

Lucerastat, a glucosylceramide synthase inhibitor in development for Fabry disease

Lucerastat is an iminosugar that inhibits glucosylceramide synthase and has the potential to provide substrate reduction therapy. It is being evaluated for the treatment of Fabry disease, a liposomal storage disease that is estimated to impact approximately 5,600 patients in the US and certain major EU countries by 2020, according to proprietary research conducted by independent consultancy agencies in 2015.

In the Phase Ib study in patients suffering from Fabry disease, treatment with lucerastat on top of enzyme replacement therapy demonstrated a marked decrease in the plasma levels of metabolic substrates thought to be related to the development of the disease. Lucerastat is a convenient, oral monotherapy and a Phase III study design is currently under discussions with health authorities.

20

ACT-246475, a P2Y12 receptor antagonist in development for acute coronary syndrome

ACT-246475 is in development for the prevention of myocardial damage in acute coronary syndrome and is targeted for individuals at risk of a myocardial infarction or the recurrence of a myocardial event. The compound meets a very specific pharmacokinetic profile, which requires the product to be well-absorbed subcutaneously after self-administration, with a rapid onset of action and 3 to 4 hours duration of action.

ACT-246475 is currently in Phase I of development, with a decision to move into Phase II expected in the first half of 2017.

ACT-774312, a CRTH2 receptor antagonist in development for asthma

ACT-774312 is an oral CRTH2 antagonist developed for the treatment of moderate to severe uncontrolled asthma. Idorsia believes there is a significant unmet need for new therapies to treat asthma patients whose disease is not fully controlled with conventional therapies. Current evidence suggests that treatment with a CRTH2 antagonist can contribute to the better management of asthma.

ACT-774312 has entered Phase I and a decision to move into Phase II is expected in the second half of 2017.

ACT-539313, a selective orexin 1 receptor antagonist (“SORA”) in development for anxiety

SORA is a selective orexin 1 receptor antagonist which is being investigated for the potential treatment of anxiety disorders. It is a potent antagonist, brain-penetrating, and has shown anxiolytic (anxiety-inhibiting) effects after oral administration in four different preclinical models representing specific sub-types of anxiety disorders. In these models, it does not induce sleep at anxiolytic doses.

Phase I trials are ongoing, with a decision to move into Phase II expected in the second half of 2017.

ACT-709478, a T-type calcium channel blocker in development for epilepsy

ACT-709478 is a potent, brain-penetrating, selective triple calcium T-channel blocker for potential use in generalized epilepsy. The compound has shown efficacy after oral administration in two animal models of generalized epilepsy.

Phase I trials are ongoing, with a decision to move into Phase II expected in the second half of 2017.

Vamorolone, a dissociative steroid in development for Duchenne muscular dystrophy

Idorsia will have an exclusive option to in-license ReveraGen Biopharma Inc.’s lead compound vamorolone for the treatment of Duchenne muscular dystrophy. Vamorolone is an innovative compound that has the potential to preserve muscle function and prolong ambulation, without some of the known side effects associated with corticosteroids currently in use. This is important especially for very young patients with Duchenne, where glucocorticoid therapy is limited by side effects, which include growth stunting and immune suppression.

A Phase IIa program is currently underway to investigate the safety and efficacy of vamorolone in 4- to 7-year old steroid-naïve boys suffering from Duchenne muscular dystrophy. Idorsia has an option to obtain the exclusive worldwide license rights on vamorolone at any time, but not later than following the receipt of the Phase IIb study results.

21

Financial Position, Indebtedness and Capital Policy of Idorsia

Financial Position

It is expected that as of the date of Listing, Idorsia together with its subsidiaries will be capitalized in an amount of CHF 1 billion in cash. Of the CHF 1 billion in cash available to Idorsia, CHF 420 million will be in the form of an equity contribution from Actelion, with the remaining CHF 580 million representing proceeds from the Convertible Loan. The first tranche of approximately CHF 235 million of the Convertible Loan is expected to automatically convert on the first trading day following the Settlement into Idorsia shares representing 16% of the share capital of Idorsia. Upon conversion of the first tranche, the aggregate shareholding of all other Idorsia shareholders will be diluted from 100% to 84%. For further details, including in relation to the conversion of the second tranche of the Convertible Loan, see “—Indebtedness—Convertible Loan”.

In addition, Idorsia will also have a CHF equivalent of USD 250 million of liquidity available under the Credit Facility. As of the date of Listing, Idorsia does not expect to have made any draw-downs under the Credit Facility. For further details, see “—Indebtedness—Credit Facility”.

Indebtedness

Convertible Loan

On 15 February 2017, Cilag entered into an agreement with Actelion (on behalf of Idorsia) to provide Idorsia with the Convertible Loan in the amount of CHF 580 million. Following its incorporation, Idorsia acceded to the Convertible Loan agreement. The Convertible Loan does not bear interest and is convertible in two tranches into shares of Idorsia. The first tranche of approximately CHF 235 million is expected to automatically convert on the first trading day following the Settlement into shares representing 16% of the share capital of Idorsia. Upon conversion of the first tranche, the aggregate shareholding of all other Idorsia shareholders will be diluted from 100% to 84%. Cilag may convert the second tranche of approximately CHF 345 million into Idorsia shares at any time during the ten-year term of the Convertible Loan, potentially increasing its shareholding to 32% of the share capital of Idorsia (based on the number of Idorsia shares at the time of Listing, on a post-conversion basis). The conversion price at which outstanding amounts due under the Convertible Loan may be converted into shares of Idorsia will be determined at the conversion date pursuant to an agreed-upon formula, which is subject to certain adjustments. At maturity of the Convertible Loan, if the second tranche has not yet been converted, Idorsia may settle the second tranche in cash or in shares of Idorsia. The shares to be issued under the Convertible Loan will be created from conditional capital and/or authorized capital of Idorsia.

Credit Facility

On 14 March 2017, Cilag entered into an agreement to provide Idorsia with a credit facility of the CHF equivalent of USD 250 million. The Credit Facility has a term of fifteen (15) years and includes certain standard affirmative and negative covenants relating to, inter alia, the incurrence of additional indebtedness (subject to exemptions). Interest is payable on amounts outstanding under the Credit Facility at the rate of LIBOR plus 2% per annum. As of the date of Listing, Idorsia does not expect to have made any draw-downs under the Credit Facility.

Dividends

As a discovery and clinical-stage biopharmaceutical company currently with no marketed products, Idorsia’s board of directors does not intend to propose the payment of any dividends to its shareholders in the near-term.

22

Corporate Governance of Idorsia

Board of Directors

Following completion of the Demerger, the board of directors of Idorsia will include Jean-Pierre Garnier as chairman and Jean-Paul Clozel as member of the board of directors and chief executive officer (“CEO”) of Idorsia. Additional members of Idorsia’s board of directors will be announced on the date of the General Meeting. Summary descriptions of each prospective director’s business experience and education will also be made available at that time.

Executive Management

Following completion of the Demerger, the executive management of Idorsia (the “Executive Management”) will include Jean-Paul Clozel as CEO, Guy Braunstein as head of global clinical development, Martine Clozel as chief scientific officer and André C. Muller as chief financial officer. The following sets forth a brief description of each prospective member of Executive Management’s business experience and education:

Jean-Paul Clozel will be Idorsia’s CEO, having previously founded Actelion in 1997 together with Martine Clozel, Walter Fischli, Thomas Widmann and André J. Mueller. First mainly focusing on research and development, he became CEO and executive member of Actelion’s board of directors to take Actelion public in April 2000. Previously, Dr. Clozel spent several years as a practicing cardiologist. He then moved to applied research, spending 12 years at F. Hoffmann-La Roche Ltd. Dr. Clozel was educated in France as an MD, with further training in pharmacology and physiology at the University of Montreal, Canada, and the University of California, San Francisco, USA.

Guy Braunstein will be executive vice-president and head of global clinical development of Idorsia. Dr. Braunstein will join Idorsia from Actelion, where he has worked since 2009. Prior to his position at Actelion, Dr. Braunstein was chief medical officer at Merck Serono, having served for four years before that as chief medical officer (international) at Serono. Previously, Dr. Braunstein held various executive positions at Astra, Glaxo-Wellcome, GSK, Fisons, Rhône-Poulenc Rorer and Chiron. Dr. Braunstein is an MD and a pulmonologist and holds a PhD in life science from Paris University, France.

Martine Clozel will be executive vice-president and chief scientific officer of Idorsia. Dr. Clozel will join Idorsia from Actelion, which she co-founded in 1997. Previously, Dr. Clozel spent 11 years at F. Hoffmann-La Roche Ltd, where she initiated the research project on endothelin and endothelin receptor antagonists. Dr. Clozel is a pediatrician specializing in neonatal intensive care, has an MD from Nancy University, France, and received further training in physiology and pharmacology from McGill University, Montreal, Canada, and the University of California, San Francisco, USA.

André C. Muller will be executive vice-president and chief financial officer of Idorsia. Mr. Muller will join Idorsia from Actelion, where he has worked since 2013. Previously, Mr. Muller worked at Pierre Fabre SA, where he held various positions from 1994 until 2011, most recently as chief financial officer from 2002. Mr. Muller holds an MBA from EMLYON Business School in Lyon, France.

Shareholders Agreement

Under a shareholders agreement signed by J&J, Cilag, Actelion and Idorsia (the “Shareholders Agreement”), if and whenever the aggregate shareholding of Cilag or any of its affiliates equals or exceeds 20% of Idorsia’s then-issued share capital (i.e., upon conversion of the second tranche of the Convertible Loan), Cilag will have the right to nominate one representative on Idorsia’s board of directors and to have appropriate committee representation. In the event that Idorsia’s board of directors has more than six directors, Cilag will be entitled to a second representative. For a description of additional terms provided for in the Shareholders Agreement, see “Description of the Demerger—Ongoing relationship of Idorsia with Actelion and J&J—J&J share ownership in Idorsia”.

DESCRIPTION OF THE DEMERGER.

24

Demerger Process

The Demerger is intended to take place by way of three steps: the Reorganization, the Demerger Distribution and the Listing.

The Reorganization

Under the proposed Reorganization, Actelion’s current business will be internally separated into two parts. The business and operations of Actelion relating to its marketed products, including an additional compound (ACT-333679, an active metabolite of selexipag) as well as two late-stage pipeline product candidates (ponesimod and cadazolid), will remain with Actelion. Actelion will also retain the rights to any products that are developed as line extensions to currently marketed products. The remainder of Actelion’s drug discovery and development business and operations, including all of its other pipeline product candidates (together, the “R&D Business”), will be transferred to two subsidiaries to be wholly-owned by Idorsia. Idorsia was incorporated on 2 March 2017. Upon incorporation and at the time of transfer of the R&D Business, Idorsia was and will be a wholly-owned subsidiary of Actelion. The Reorganization is expected to be completed shortly before the Settlement.

The Demerger Distribution

At the General Meeting to be held on 5 April 2017, Actelion’s shareholders will, inter alia, be asked to vote to approve the Demerger Distribution, which will effect the distribution of the shares in Idorsia to Actelion’s shareholders by way of a dividend in kind. See “Indicative Timetable of Events—General Meeting”. If the Demerger Distribution is approved, each Actelion shareholder will receive one share in Idorsia for each Actelion share held on the cut-off date. The cut-off date, ex-dividend date and record date are expected to be three (3) trading days, two (2) trading days and one (1) trading day, respectively, prior to the Settlement. The Demerger Distribution is scheduled to complete on the same day as the Settlement.

The Listing

On the same day as the Settlement, it is expected that the shares of Idorsia will be admitted to listing on SIX.

Ongoing relationship of Idorsia with Actelion and J&J

J&J share ownership in Idorsia

Upon conversion of the first tranche of the Convertible Loan provided by Cilag to Idorsia, Cilag will obtain shares representing 16% of the share capital of Idorsia. Conversion of the first tranche is expected to take place one trading day after the Settlement. Cilag may convert the second tranche of approximately CHF 345 million into shares of Idorsia at any time during the ten-year term of the Convertible Loan, potentially increasing its shareholding to 32% of the share capital of Idorsia (based on the number of Idorsia shares at the time of Listing, on a post-conversion basis). See “Description of Idorsia following the Demerger—Financial Position, Indebtedness and Capital Policy of Idorsia—Indebtedness—Convertible Loan”.

The Shareholders Agreement entered into by Cilag imposes a prohibition on Cilag from acquiring more than 32% of Idorsia’s share capital for a period of five (5) years (i.e. a standstill) and from selling its shares in Idorsia for a period of two (2) years following completion of the Demerger (i.e. a lock-up), in each case subject to certain exceptions. For a description of additional terms provided for in the Shareholders Agreement, see Description of Idorsia following the Demerger—Corporate Governance of Idorsia—Shareholders Agreement”.

25

Collaboration between J&J and Idorsia in respect of ACT-132577

J&J, Janssen Biotech, Actelion and Idorsia have entered into the Collaboration Agreement in respect of the development and commercialization of ACT-132577 and any of its derivative compounds or products.

ACT-132577 is a dual endothelin receptor antagonist which is being investigated for use in resistant hypertension and is currently in a Phase II study for essential hypertension. See “Description of Idorsia following the Demerger—Idorsia’s Clinical Development Activities–ACT-132577, an endothelin receptor antagonist (“ERA”) in development for resistant hypertension”. Following completion of the ongoing Phase II study, Janssen Biotech may opt in to the collaboration by paying Idorsia a milestone payment of USD 230 million. If Janssen Biotech opts in, the parties will have joint development rights over ACT-132577, while Janssen Biotech will have the sole manufacturing and commercialization rights. A cost-sharing arrangement is in place in relation to development costs.

Under the terms of the Collaboration Agreement, Janssen Biotech will pay Idorsia royalties on products containing ACT-132577. Royalty payments will amount to 20% of annual net sales up to USD 500 million, 30% of annual net sales between USD 500 million and USD 2 billion, and 35% of annual net sales over USD 2 billion. Royalty payments will be made until the later of twenty-five (25) years following the launch of an ACT-132577 product in a given country and, if a patent is held by Idorsia in such country, the expiry of the last valid patent claim in such country, and may be reduced, depending on the circumstances, by 50% or 100% if a generic equivalent is introduced or by up to 5% if no relevant patent is held by Idorsia.

Revenue sharing in respect of ponesimod and cadazolid

J&J and Actelion (through its subsidiary Actelion Pharmaceuticals Ltd) have entered into the Revenue Sharing Agreement in respect of ponesimod and cadazolid, the two late-stage pipeline products that will remain with Actelion following the Demerger. A subsidiary of Idorsia will accede to the agreement upon incorporation. Under the terms of the Revenue Sharing Agreement, the subsidiary of Idorsia is entitled to receive payments of 8% of the aggregate net sales of ponesimod and cadazolid products from Actelion Pharmaceuticals Ltd. For each of ponesimod and cadazolid, payments will be made under the Revenue Sharing Agreement for fifteen (15) years from the latest launch of a product containing ponesimod or cadazolid in (i) the United States, (ii) Canada or (iii) any one of the United Kingdom, France, Germany, Italy and Spain.

IP Cross-Licence

Actelion and Idorsia have entered into an intellectual property (“IP”) cross-licence agreement (the “IP Cross-Licence Agreement”) to provide access to shared IP. Under the IP Cross-Licence Agreement, Actelion and Idorsia agree to give each other a licence to the IP owned or licensed by it to the other party at the date of the Reorganization to carry out its respective business with effect from the date of the Reorganization. The licence from Idorsia to Actelion is exclusive for the business of Actelion and the field of pulmonary hypertension.

Provision of services

Prior to the Settlement, Actelion and Idorsia will enter into a services agreement (the “Services Agreement”). Under the Services Agreement, both parties will agree to provide certain services to one another.

26

Conditions to Completion

For the Offer and the Demerger to complete, all of the conditions to the Offer must have been satisfied or waived. These conditions include, but are not limited to, the following:

• the Demerger Distribution must be approved at the General Meeting;

• at least 67% of the issued and outstanding Actelion shares must have been tendered into the Offer at the end of the Main Offer Period;

• merger control and other regulatory approvals must have been obtained;

• no Material Adverse Effect (as defined in the Offer Prospectus) can have taken place; and

• the shareholders meeting of Actelion must not have passed any resolutions adverse to J&J.

If the Demerger Distribution is not approved at the General Meeting, the Offer and the Demerger will not complete.

Please refer to the Offer Prospectus for more information on these and the other conditions to the Offer.

TAXATION.

28

The following is a general summary of certain tax consequences of the Demerger to Actelion shareholders who are tax resident in Switzerland or the UK or who are “United States persons” for U.S. federal income tax purposes. Tax consequences are subject to changes in applicable laws, including changes that could have retroactive effect. This summary is not a complete analysis of all potential tax effects relevant to the Demerger, does not purport to be a legal opinion or tax advice, and does not address all tax aspects that may be relevant to any particular Actelion shareholder.

Tax consequences may be affected by the provisions of any applicable tax treaties and each investor’s particular circumstances. Accordingly, all Actelion shareholders should consult their own tax advisors as to the tax consequences to them of the Demerger.

Switzerland

General

The Swiss tax consequences of the Reorganization, the Demerger Distribution and the Offer have been taken up with the competent Swiss tax authorities. Actelion has received written confirmations from the Swiss Federal Tax Administration and from the tax administration of the Canton of Basel-Landschaft addressing the Swiss tax consequences of the Reorganization and the Demerger Distribution and certain aspects of the Offer.

Reorganization

The Reorganization qualifies as a tax neutral vertical demerger for the purposes of Swiss tax for Actelion, Idorsia and the respective subsidiaries. This qualification has been confirmed in tax rulings issued by the Swiss Federal Tax Administration for the purposes of Swiss federal withholding tax (Verrechnungssteuer) (“Withholding Tax”) and Swiss federal stamp duties and with the tax administration of the Canton of Basel-Landschaft for the purposes of Swiss federal and Basel-Landschaft cantonal and communal corporate income taxes and Basel-Landschaft real estate capital gains taxes and real estate transfer taxes. Swiss federal securities issuance tax (Emissionsabgabe) may become due on certain steps and will be borne by the responsible company.

The Reorganization has no Swiss tax consequences for Actelion’s shareholders.

Demerger Distribution

The Demerger Distribution qualifies as part of the tax neutral vertical demerger of Actelion. This qualification has been confirmed in tax rulings issued by the Swiss Federal Tax Administration for the purposes of Withholding Tax and Swiss federal stamp duties and with the tax administration of the Canton of Basel-Landschaft for the purposes of Basel-Landschaft cantonal and communal income tax and direct federal income tax for individuals holding their shares as private assets.

No Withholding Tax will be levied on the Demerger Distribution.

No Swiss federal securities transfer stamp duty (Umsatzabgabe) will become due on the Demerger Distribution.

The following Swiss individual and corporate income tax consequences will likely result for Actelion’s shareholders who are resident in Switzerland for tax purposes and receive Idorsia shares:

• Shareholders holding their Actelion shares as private assets (Privatvermögen) will not be subject to income tax on the Demerger Distribution, unless the shareholder classifies as a professional securities dealer for tax purposes

29

• Whether or not shareholders holding their Actelion shares as business assets (Geschäftsvermögen) or classifying as a professional securities dealer for tax purposes realize taxable income (or tax deductible loss) upon receipt of the Idorsia shares depends on the statutory accounting and general principles of Swiss individual and corporate income taxation

• Shareholders who are not tax residents of Switzerland are not subject to any Swiss federal, cantonal and communal individual and corporate income taxes, except if their Actelion shares are attributed to a permanent establishment (Betriebsstätte) or a fixed place of business in Switzerland.

Listing

The Listing has no Swiss tax consequences.

Offer

For the tax consequences of the Offer, please refer to Section L.6 of the Offer Prospectus.

United States

The following is a discussion of certain U.S. federal income tax consequences to U.S. Holders (defined below) of the Demerger Distribution. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Actelion shares that is, for U.S. federal income tax purposes: an individual who is a citizen or resident of the United States; a corporation (or other entity taxable as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to United States federal income tax regardless of its source; or a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person for U.S. federal income tax purposes.

This discussion is for general information only and does not address all aspects of U.S. federal income taxation that may be relevant to a U.S. Holder in light of such U.S. Holder’s particular circumstances, or to U.S. Holders that may be subject to special treatment under the Internal Revenue Code of 1986, as amended (the “Code”), such as, for example, banks and certain other financial institutions, real estate investment trusts, regulated investment companies, insurance companies, brokers and dealers or traders in securities or currencies, tax-exempt organizations, qualified retirement plans, individual retirement accounts, persons holding stock as part of a straddle, hedge, conversion transaction or other integrated investment, persons whose functional currency is not the United States dollar, and persons who acquired their Actelion shares through the exercise of employee stock options or otherwise as compensation. This discussion also does not address the tax treatment of U.S. Holders that hold their Actelion shares through a partnership or other pass-through entity, persons subject to the U.S. federal alternative minimum tax, persons who hold their Actelion shares other than as a capital asset (as defined in the Code), or persons who own 10% or more of the voting stock of Actelion. This discussion does not address any consequences arising under the Medicare tax on certain investment income, any U.S. federal tax considerations other than those pertaining to the income tax, or any aspects of state, local or non-U.S. tax laws or other tax considerations.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Actelion shares, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. A partnership or partner in a partnership holding Actelion shares should consult its own tax adviser regarding the tax consequences of the Demerger Distribution.

This discussion does not address the U.S. federal income tax consequences of transactions effected prior or subsequent to, or concurrently with, the Demerger Distribution (whether or not any such transactions are undertaken in connection with the Demerger Distribution) including, without limitation, the Offer. Nor does this discussion address the U.S. federal income tax consequences of the ownership and disposition of Idorsia shares received in the Demerger Distribution.

30

This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof and all of which are subject to change, possibly with retroactive effect. Actelion has not requested any ruling from the United States Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in this discussion. Accordingly, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

Special U.S. federal income tax rules apply to United States persons owning stock of a passive foreign investment company (“PFIC”). In general, a foreign corporation will be classified as a PFIC for a particular taxable year if, after the application of certain “look-through” rules, either (i) 75% or more of its gross income is “passive income” as that term is defined in the relevant Code provisions or (ii) 50% or more of the value (determined on the basis of a quarterly average) of its assets are considered “passive assets” (generally, assets that generate “passive income” or are held for the production of “passive income”). The determination of PFIC status is an annual determination, cannot be made until the close of a taxable year, involves extensive factual investigation, including ascertaining the fair market value of all assets on a quarterly basis and the character of each item of income earned, and is subject to uncertainty in several respects. Actelion has not made, and does not expect to make, any determination as to its potential classification as a PFIC during any taxable year. If Actelion were to be treated as a PFIC, material adverse tax consequences could result for U.S. Holders and certain additional reporting requirements might apply. For example, if Actelion were to be treated as a PFIC, unless a U.S. Holder previously elected to be taxed annually on a mark-to-market basis with respect to its Actelion Shares, an amount up to the fair market value of the Demerger Distribution received by such U.S. Holder generally would be treated as an “excess distribution” required to be recognized ratably over such U.S. Holder’s holding period in the Actelion Shares and generally would be taxed at the highest tax rate in effect for each such year to which the “excess distribution” is allocated, together with an additional tax equal to interest in respect of the resulting tax deemed deferred with respect to each such year. U.S. Holders should consult their own tax advisers regarding the potential application of the PFIC rules.

The summary of certain U.S. federal income tax consequences set out below is for general information only and is subject to the considerations set out above. It is not a substitute for careful tax planning and advice. All U.S. Holders should consult their own tax advisers as to the particular tax consequences to them of the Demerger Distribution, including the applicability and effect of state, local, non-US and other tax laws.

For U.S. federal income tax purposes, subject to the PFIC rules discussed above, the Demerger Distribution is expected to be treated as a taxable distribution by Actelion to its shareholders in an amount equal to the fair market value of Idorsia shares received. In general, a distribution by Actelion will constitute a dividend for U.S. federal income tax purposes to the extent of Actelion’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend for U.S. federal income tax purposes will be treated as first reducing the adjusted basis in the U.S. Holder’s Actelion shares and, to the extent it exceeds such adjusted basis, as gain from the sale or exchange of such shares. Because Actelion does not calculate earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders of Actelion shares should expect to treat the fair market value of the Idorsia shares received as a dividend for U.S. federal income tax purposes. Any such dividend income recognized by a U.S. Holder of Actelion shares generally will be foreign source income. Because Actelion is not a U.S. corporation, dividend income recognized by a corporate U.S. Holder generally would not be eligible for the dividends-received deduction.

Subject to certain exceptions for short-term and hedged positions, a distribution by Actelion that is a dividend for U.S. federal income tax purposes would be treated as a “qualified dividend” eligible for reduced rates of taxation if (i) (A) Actelion shares or ADSs are readily tradable on an established securities market in the United States, or (B) Actelion is eligible for the benefits of a comprehensive tax treaty with the United States which the U.S. Treasury determines is satisfactory for purposes of this provision and which includes an exchange of information program, and (ii) Actelion was not, in the year prior to the Demerger Distribution, and is not, in the year of the Demerger Distribution, a PFIC. U.S. Holders should consult their own tax advisors regarding the potential application of the “qualified dividend” rules to the Demerger Distribution.

31

U.S. Holders receiving Idorsia shares in the Demerger Distribution will have a tax basis in such shares equal to the fair market value thereof on the date such shares are actually or constructively received, and will have a holding period in such shares that commences on the day after such receipt.

The Demerger Distribution may be subject to the information reporting and backup withholding requirements of the Code. Backup withholding will not apply, however, to a U.S. Holder who furnishes its correct U.S. federal taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders should consult their tax advisors regarding the potential application of information reporting and backup withholding to the Demerger Distribution.

THE FOREGOING DISCUSSION DOES NOT ADDRESS ALL TAX CONSEQUENCES THAT MAY APPLY TO A U.S. HOLDER’S INDIVIDUAL CIRCUMSTANCES. MOREOVER, THE DISCUSSION ONLY ADDRESSES U.S. FEDERAL INCOME TAX AND DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES. ALL U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THE DEMERGER DISTRIBUTION TO THEM IN LIGHT OF THEIR PARTICULAR SITUATION.

United Kingdom

The following information is intended as a general guide and applies only to the shareholders of Actelion who are resident in the United Kingdom for tax purposes. Furthermore, the information relates only to shareholders of Actelion who hold their Actelion shares (and who will hold their Idorsia shares following transfer of such shares) directly as an investment (other than under a personal equity plan or an individual savings account) and who are beneficial owners of Actelion shares (or will be beneficial owners of Idorsia shares following transfer of such shares). This information does not deal with certain types of shareholders, such as persons holding or acquiring Actelion or Idorsia shares in the course of trade, or by reason of their, or another’s, employment, collective investment schemes and insurance companies. Further, this guidance does not take into account short-term resident individuals who may be taxed in the United Kingdom on their foreign income on a remittance basis.

Actelion expects the distribution of shares in Idorsia from Actelion to shareholders of Actelion by means of a dividend in kind to be treated as a distribution falling within the UK dividend income taxation provisions, although it remains possible that HMRC or a court could take a contrary view.

Individual shareholders of Actelion

A nil rate of income tax will currently apply to the first £5,000 of dividend income received by an individual shareholder in a tax year (the “Nil Rate Amount”), regardless of what tax rate would otherwise apply to that dividend income. Legislation to be introduced in the Finance Bill 2017 will, if passed by the UK Parliament, reduce the Nil Rate Amount to £2,000 with effect from 6 April 2018. Any dividend income received by an individual shareholder in a tax year in excess of the Nil Rate Amount will be subject to income tax at dividend rates determined by thresholds of income, as follows:

• at the rate of 7.5%, to the extent that the relevant dividend income falls below the threshold for the higher rate of income tax;

• at the rate of 32.5%, to the extent that the relevant dividend income falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax; and

• at the rate of 38.1%, to the extent that the relevant dividend income falls above the threshold for the additional rate of income tax.

Dividend income that is within the dividend nil rate amount counts towards an individual’s basic or higher rate limits – and will therefore potentially affect the level of savings allowance to which an individual is entitled, and the rate of tax that is due on any dividend income in excess of the nil rate amount. In calculating into which tax band any dividend income over the nil rate falls, savings and dividend income are treated as the highest part of an individual’s income. Where an individual has both savings and dividend income, the dividend income is treated as the top slice.

32

Corporate shareholders of Actelion

Actelion expects that the transfer of the shares in Idorsia by Actelion to its UK corporate shareholders which are “small companies” (for the purposes of UK taxation of dividends) by means of a dividend in kind will not generally be subject to UK taxation.

Other corporate shareholders within the charge to UK corporation tax will not be subject to UK tax on the dividend in kind (at a rate of 20% for the tax year 2016/2017 and reducing to 19% for the tax year 2017/2018) from Actelion so long as the dividend in kind falls within an exempt class and certain conditions are met. In general: (i) dividends paid on non-redeemable shares that do not carry any present or future preferential rights to dividends or to the company’s assets on its winding up, and (ii) dividends paid to a person holding less than 10% of the issued share capital of the payer (or any class of that share capital) and who is entitled to less than 10 % of the profits available for distribution and would be entitled to less than 10% of the assets available for distribution on a winding-up, are examples of dividends that fall within an exempt class. The exemptions are not comprehensive and are subject to anti-avoidance rules.

Stamp duty

No UK stamp duty or UK stamp duty reserve tax should need to be paid by shareholders of Actelion as a result of the distribution of the Idorsia shares by Actelion to shareholders of Actelion.

TRANSFER RESTRICTIONS.

34

Application will be made for the Idorsia shares to be listed according to the International Reporting Standard of SIX. Actelion expects that the Idorsia shares will be listed, and that trading will commence, on the same date as the Settlement. Upon Listing, Idorsia’s shares will be subject to transfer and reselling restrictions in certain jurisdictions. Any acquirer of Idorsia shares must comply with all applicable laws and regulations in force in any country or region in which it acquires or resells Idorsia shares and must obtain any consent, approval or permission required for acquiring Idorsia shares.

United States

The Idorsia shares to be distributed in connection with the Demerger will not be registered with the US Securities and Exchange Commission (the “SEC”) under the US Securities Act of 1933, as amended, or any US state securities laws. Neither the SEC nor any US state securities commission has approved or disapproved the Idorsia shares or passed comment or opinion upon the accuracy of this document or the listing prospectus (which will be published shortly before the date that the shares in Idorsia are expected to be first traded on SIX).

United Kingdom

This information brochure is being distributed and communicated only to current shareholders of Actelion (“relevant persons”). The shares in Idorsia are to be distributed only to relevant persons and any person who is not a relevant person should not act or rely on this document or any of its contents. This information brochure is for information purposes only and does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) applies. Neither this information brochure nor the listing prospectus to be published in connection with the Listing should be considered as a recommendation that any person should subscribe for or purchase shares or other securities in Idorsia or Actelion. Shares in Idorsia will not be offered, sold or distributed to any person in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom in contravention of section 85(1) of FSMA and no prospectus is required to be published in accordance with that section. This information brochure is not being, and the listing prospectus will not be, distributed by, nor approved for the purposes of section 21 FSMA by, a person authorised under FSMA. Neither this information brochure nor the listing prospectus has been approved or reviewed by the Financial Conduct Authority. As used herein, the “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

European Economic Area

This information brochure is for information purposes only. In relation to each member state of the European Economic Area (“EEA”) which has implemented the Prospectus Directive, this information brochure and the listing prospectus do not constitute an offer document or an offer of transferable securities to the public in the EEA to which the Prospectus Directive applies. Shares in Idorsia will not be offered, sold or distributed to any person in the EEA except in circumstances which do not result in an offer to the public in the EEA in contravention of the Prospectus Directive. As used herein, the “Prospectus Directive” means Directive 2003/71/EC of the European Union (as amended).

QUESTIONS AND ANSWERS.

36

What are the benefits that Actelion’s board of directors perceives in proposing a Demerger of Idorsia?

Actelion’s board of directors believes that through J&J’s Offer, Actelion’s shareholders can monetize their holdings in Actelion at a highly attractive cash price of USD 280 per share, while at the same time retaining a significant stake in the future potential upside of Actelion’s early clinical stage pipeline through their ownership of Idorsia (following the Demerger Distribution).

Actelion’s board of directors is confident that the Transactions will generate significant value for all of Actelion’s shareholders and stakeholders. Under the direction and guidance of Actelion’s current CEO, Jean-Paul Clozel, Idorsia will inherit Actelion’s established and validated drug discovery engine based in Allschwil, Switzerland and its proven and experienced discovery and development team. It is expected that as of the date of Listing, Idorsia will have access to over CHF 1 billion in cash and, thus, be well-positioned to continue Actelion’s strong legacy of innovation to discover and develop new and differentiated products in multiple therapeutic areas.

The Offer and the Demerger are running in parallel and are generally cross-conditioned.

For the proposed Demerger Distribution to be approved, how many Actelion shareholders will have to vote in favor of the corresponding proposal at the General Meeting?

A simple majority of the votes represented at the General Meeting will be required for approval of the Demerger Distribution.

What happens if Actelion’s shareholders do not approve the Demerger Distribution?

The Offer and the Demerger are generally cross-conditioned. The USD 280 per Actelion share cash Offer made by J&J is subject to certain conditions, two of which are the approval of the Demerger Distribution by Actelion’s General Meeting and the subsequent approval for Listing of Idorsia shares on SIX.

If Actelion’s shareholders do not approve the Demerger Distribution at the General Meeting, the Offer will be declared unsuccessful and revoked.

How will the Demerger be effected?

The Demerger is intended to take place by way of three steps:

Reorganization: Transfer of Actelion’s drug discovery and early clinical pipeline business and operations to two subsidiaries to be wholly-owned by Idorsia.

Demerger Distribution: At the General Meeting, it will be proposed to Actelion’s shareholders to, inter alia, vote to approve the Demerger Distribution, which will effect the distribution of Idorsia shares to Actelion’s shareholders by way of a dividend in kind. If the Demerger Distribution is approved at the General Meeting, each Actelion shareholder will receive one share in Idorsia for each Actelion share held on the cut-off date.

Listing: Following the Demerger Distribution, it is anticipated that Idorsia shares will be listed on SIX. Actelion expects that the Idorsia shares will be listed, and that trading will commence, on the same date as the Settlement. On the first trading day following the Settlement, the first tranche of the Convertible Loan provided by Cilag in the amount of approximately CHF 235 million is expected to be converted into Idorsia shares representing 16% of the share capital of Idorsia, leading to a dilution of the aggregate shareholding of existing Actelion shareholders in Idorsia from 100% to 84%. Cilag may convert the second tranche of approximately CHF 345 million into shares of Idorsia at any time during the ten-year term of the Convertible Loan, potentially increasing its shareholding to 32% of the share capital of Idorsia (based on the number of Idorsia shares at the time of Listing, on a post-conversion basis) and resulting in additional dilution.

37

How will Jean-Paul Clozel vote at the General Meeting with regard to the Demerger Distribution?

On 26 January 2017, Jean-Paul Clozel, founder, CEO and member of Actelion’s board of directors, entered into a tender undertaking (the “Tender Undertaking”) for the benefit of J&J. Pursuant to the Tender Undertaking, Jean-Paul Clozel has committed to tender all Actelion shares he owns into the Offer, and to vote his shares in favor of the Demerger Distribution and any other resolutions in support of the Offer or the Demerger. He has also committed not to take any action or enter into any agreement or transaction that could frustrate or adversely affect the consummation of the Offer.

What are the tax consequences for me as an Actelion shareholder?

For a summary of certain tax consequences in selected jurisdictions, please refer to the section “Taxation” beginning on page 27 of this information brochure.

Any Actelion shareholders who are in doubt as to their tax position should consult their own tax advisor regarding the specific federal, local, state and foreign tax consequences applicable to them in connection with their receipt of Idorsia shares.

What do I have to do to receive Idorsia shares? What happens if I do nothing?

Subject to the approval of the Demerger Distribution by the General Meeting, each Actelion shareholder will automatically receive one Idorsia share for each Actelion share held on the cut-off date as a special dividend in the form of a dividend in kind.

Shareholders holding their Actelion shares in custody through a depository bank, custodian or other financial intermediary will automatically receive the Idorsia shares they are eligible for through their depositary bank on the Settlement date. No action is required from your side.

What do I have to do if I am a holder of American Depositary Shares (“ADSs”) or American Depositary Receipts (“ADRs”)?

If you are a holder of ADSs or ADRs, you are requested to contact the appropriate depositary or your custodian bank for further information. See the section “Offer Restrictions” in the Offer Prospectus for further information.

Do I have to pay any consideration in order to receive Idorsia shares allocated to me in the Demerger?

No. You do not have to pay any consideration for the Idorsia shares allocated to you in connection with the Demerger Distribution as you will receive the shares as a special dividend in the form of a dividend in kind.

Will there be any transaction costs for me?

Generally, the receipt of Idorsia shares pursuant to the Demerger Distribution is free of charge, subject to any fees charged by the depository banks, custodians or other financial intermediaries. If in doubt, please consult your client adviser.

What will happen to the price of Idorsia shares following the Demerger?

The price of the Idorsia shares following the Demerger is difficult to predict and will depend on, among other things, the supply and demand of Idorsia shares on SIX, taking into account the estimated financial performance of Idorsia and the development of its drug discovery and early clinical pipeline business following the Demerger.

38

Can I buy Idorsia shares now?

No. Actelion expects that the Idorsia shares will be listed and that trading will commence on the same date as the Settlement. After the start of trading you can buy additional Idorsia shares or sell all or part of your Idorsia shares received as part of the Demerger Distribution, subject to any applicable transfer restrictions, as described in the section “Transfer Restrictions” beginning on page 33 of this information brochure.

Can I elect not to receive Idorsia shares?

No. Subject to the approval of the Demerger Distribution by the General Meeting, each Actelion shareholder will automatically receive one Idorsia share for each Actelion share held on the cut-off date. If you do not wish to hold any Idorsia shares, you will be able to sell all or part of your Idorsia shares received as part of the Demerger Distribution on SIX after start of trading, subject to any applicable transfer restrictions, as described in the section “Transfer Restrictions” beginning on page 33 of this information brochure.

When will I receive the Idorsia shares?

Subject to the approval of the Demerger Distribution by the General Meeting, each Actelion shareholder will automatically receive one Idorsia share for each Actelion share held on the cut-off date.

Shareholders holding their Actelion shares in custody through a depository bank, custodian or other financial intermediary will automatically receive the Idorsia shares they are eligible for through their depositary bank on the date of the Settlement.

What are the relevant dates for my entitlement to receive Idorsia shares?

The cut-off date, the ex-dividend date and the record date are expected to be three (3) trading days, two (2) trading days and one (1) trading day, respectively, prior to the Settlement. The Settlement is expected to take place in the second quarter of 2017. For more information regarding the Offer, please refer to the Offer Prospectus.

What happens if I sell my Actelion shares prior to the cut-off date?

If you sell your Actelion shares prior to the cut-off date, you will neither be eligible to receive Idorsia shares nor receive cash payment of the Offer price.

When will trading in the Idorsia shares start?

Actelion expects that the Idorsia shares will be listed, and that trading will commence, on the same date as the Settlement.

What will happen to the Actelion shares following the Offer?

In the event that J&J holds more than 98% of the voting rights of Actelion after the Settlement, J&J intends to request the cancellation of the remaining publicly held Actelion shares in accordance with article 137 of the Swiss Financial Markets Infrastructure Act. In the event that J&J holds between 90% and 98% of the voting rights of Actelion after the Settlement, J&J intends to implement a squeeze-out merger pursuant to article 8 para. 2 and article 18 para. 5 of the Swiss Merger Act.

Following the Settlement, J&J intends to have Actelion submit a request for the de-listing of the Actelion shares from SIX. The de-listing will significantly impair the ability to trade Actelion shares.

39

Further Information

Please visit Actelion’s website: www.actelion.com/investors

Contact Actelion Investor Relations phone: +41 61 565 62 62 email: investor.relations@actelion.com

Alternatively contact your custodian bank

For more information regarding the Offer, please refer to the Offer Prospectus, available on J&J’s website (http://www.investor.jnj.com/publictenderoffer.cfm). In connection with the listing of Idorsia’s shares on SIX, a listing prospectus will be published shortly before the date that the shares of Idorsia are expected to be first traded on SIX.