Minutes of the General Meeting of Shareholders of CRUCELL

Minutes of the 2004 General Meeting of Shareholders of CRUCELL N.V. (the Company or Crucell) on Thursday, June 3, 2004, 14.00 hours, Hilton Hotel, Apollolaan 138-140, 1077 BG Amsterdam Acting as Chairman of the meeting in accordance with the provisions in paragraph 1 of Article 38 of the Articles of Association of Crucell (the Articles of Association) is Mr. Pieter J. Strijkert, Chairman of the Supervisory Board. Representing Crucell and attending as nominees of the Management Board are Ronald Brus, President & Chief Executive Officer, Jaap Goudmit, Chief Scientific Officer and Leonard Kruimer, Chief Financial Officer. Also present are the members of the Management Committee, Messrs. René Beukema, General Counsel & Corporate Secretary, Arthur Lahr, Executive Vice-President Business Development and Jean Yves Guichoux, Executive Vice-President Product Development. Also present is Mr. Robert Jan Lijdsman, Civil-law notary of the firm Allen & Overy in Amsterdam. The other members of the Supervisory Board present are Messrs. Claes Wilhemsson, Seán Lance, Jan Oosterveld (nominee) and Phillip Satow. Messrs. Jean Deleage and Patrick Van Beneden are unable to attend. The agenda for the meeting is as follows: 1. Opening by the Chairman of the Supervisory Board. 2. Report of the Management Board on the state of affairs and on the Annual Accounts for the financial year 2003 ended 31 December 2003. 3. Corporate Governance. 4. Proposal to adopt the Annual Accounts for the financial year 2003 ended 31 December 2003. 5. Reservation and dividend policy. 6. Proposal to grant discharge to the members of the Management Board and the members of the Supervisory Board for the exercise of their respective duties, insofar as the exercise of such duties is reflected in the financial reporting. 7. Resignation of Mr. Domenico Valerio as member of the Management Board as per 26 January 2004 and the proposal to grant discharge to him. 8. Proposal to appoint Messrs. Ronald Brus, Jaap Goudsmit and Leonard Kruimer as members of the Management Board, each for a period of four years, such in accordance with the nominations drawn up by the Supervisory Board. The proposal to appoint Mr. Leonard Kruimer as member of the Management Board will be effective as per 1 January 2005. 2 9. Resignation of Messrs. Jean Deleage and Patrick Van Beneden as members of the Supervisory Board and the proposal to grant discharge to them in accordance with rotation plan. 10. Proposal to appoint Messrs. Domenico Valerio and Jan Pieter Oosterveld as members of the Supervisory Board, each for a period of four years, such in accordance with the nomination drawn up by the meeting of the holders of priority shares in the Company. The proposal to appoint Mr. Domenico Valerio as member of the Supervisory Board will be effective as per 1 January 2005. 11. Proposal to establish the remuneration structure for the Supervisory Board. 12. Proposal to reappoint Ernst & Young as the external auditor of the Company. 13. Proposal to extend authority to the Management Board to repurchase shares in the Company's share capital for a period of 18 months (until 3 December 2005). 14. Proposal to amend the Articles of Association of the Company, such in accordance with the proposal of the Supervisory Board and in conformity with the draft Deed of Amendment of the Articles of Association dated 19 April 2004 prepared by Allen & Overy (Amsterdam office), attorneys-at-law, civil law notaries and tax advisors. 15. Proposal to authorise each member of the Management Board of the Company and also each civil law notary, deputy civil law notary and notarial assistant of Allen & Overy, to apply severally to the Dutch Ministry of Justice for the Statement of No Objections and to have the Deed of Amendment of the Articles of Association executed. 16. Miscellaneous. 17. Closing. _________________________________________________________________ Agenda item 1: Opening by the Chairman of the Supervisory Board The Chairman opens the Meeting at 14.00 hours and welcomes those present to this Annual General Meeting of Shareholders of the Company. The Chairman appoints Mr Robert Jan Lijdsman, Civil-law notary of the firm Allen & Overy, secretary for this Meeting. The Chairman notes: 1. That the Meeting was convened by means of advertisements in the following newspapers: the Official List, the Financieele Dagblad and the Telegraaf, all on 17 May 2004. Thus, prior to the 15th day before the Meeting. And, that in accordance with statutory requirements, the agenda, the notes thereto and all the documents relating to the Meeting have been deposited and made available for the Shareholders; 2. That the Management Board adopted 28 May 2004 as the final date by which the Management Board must have been informed of the intention of the holders of registered shares and holders of a right of pledge or usufruct on registered shares 3 to whom the voting rights accrue to attend this Meeting. The transfer agent in America has informed the Company that the proxy statement was sent to the holders of American Depositary Shares on 12 May 2004; 3. That 28 May 2004 was adopted as the deadline for submitting the statement concerning the deposit of bearer documents; 4. That the right to attend the Meeting and exercise rights there accrues to the holder of a written proxy, provided the Management Board has received the written proxy no later than 28 May 2004. The Chairman notes that all statutory requirements and requirements under the Articles of Association have been satisfied, so that valid resolutions can be adopted relating to all items on the agenda. According to the attendance list, votes representing 5,309,712 shares may be cast at this Meeting (including 4,064,309 votes by Proxy of the Bank of New York). Agenda item 2: Report with regard to the current situation and the 2003 annual accounts for the financial year ending on 31 December 2003. The Chairman gives the floor to Ronald Brus to present an overview of the current situation. By way of introduction, Ronald Brus notes that 2003 was an important year for Crucell. The Company completed successfully the transition from a research driven organization to a product driven Company. The Company managed to partner its influenza vaccine program with the largest vaccine producer in the world, i.e. aventis pasteur. The West Nile vaccine development plan is on track and today the Company announces that the Israeli government has given registration and approval to use the Crucell West Nile vaccine in geese. Also the Ebola vaccine development plan is on track. The Company has been able to design a vaccine that gives a 100% protection against a lethal challenge in monkeys. The monoclonal antibody technology has been transformed from oncology to infectious diseases. As a last point Ronald Brus notes that Crucell has maintained a strong financial position, ending the year 2003 with a cash position of €87 million. Ronald Brus explains the Company’s strategic rationale for infectious diseases by elaborating on emerging viruses such as SARS, the world’s aging population and bioterrorism as a global threat. Crucell is in the position to play an important role in the infectious disease market, because of its leading technology, know-how and expertise. Ronald Brus explains what the Crucell technology entails and why the cell-line technology and know-how is so important and suitable to produce vaccines. Most importantly it is noted that the cell-line is a patented safe human cell-line that allows viruses to grow rapidly in large quantities in a pharmaceutical environment. He notes that all available data on safety and characteristics of the cell-line has been filed with the US Food and Drug Administration. Crucell has taken the step to develop its own products within the field of infectious diseases by developing vaccines and antibodies. The vaccine products that Crucell has taken into development are vaccines against the Influenza Virus (current market $1.5Bn), West Nile Virus (estimated market $400 million), Malaria (estimated market $200 million) and Ebola Virus (estimated market $90 million -$100 million). Ronald Brus presents a detailed status update of each vaccine product candidate. 4 Developing products does not mean that Crucell has completely abandoned its technology. It will continue to out-license its PER.C6® cell-line technology and find new applications that will increase its value. This is also the reason for the acquisition of Chromagenics’ STARTM technology, which is a technology application outside the infectious diseases area. This new acquired technology should enable Crucell to increase existing yields of therapeutic proteins currently produced on other cell lines by three- to five-fold. Ronald Brus explains how this new technology works from a scientific view. It is expected that successful application and marketing of this new technology will provide for new markets and revenues in the bio-generics markets. He is pleased to announce that the first potential licensee is evaluating the technology. Ronald Brus concludes with an outlook for the remainder of 2004. More PER.C6® licenses will be concluded. All products currently in development are on track and the clinical trajectory per product will be announced. The aventis Pasteur influenza license will change the Company’s risk profile, and revenues from this license will be invested in the Company’s own products. Also news from the Company’s infectious disease antibody research will be announced. All these developments have not gone unnoticed in the financial markets. Ronald Brus refers to the 2004 Goldman Sachs European Biotech Index and notes that the stock price of Crucell has outperformed this index. The Chairman gives the floor to Leon Kruimer to present the 2003 annual accounts for the financial year ending on 31 December 2003. Before doing so Leon Kruimer explains that the composition of the Company’s shareholders has been changed. Currently there are 36 million shares outstanding. However, of those 36 million shares 14 million shares are currently listed on Nasdaq in American Depositary Shares. This underlines the increase of American interest in the Company. The exit of venture capital shareholders has increased the liquidity on both Euronext and Nasdaq. The Company’s market cap today at opening is €240 million. The Company’s stock price has developed positively. The 52 weeks range is €2.14 €7.71 and the stock today is trading at €6.45. Average daily volumes on Nasdaq in New York are approximately 150.000 shares per day and on Euronext in Amsterdam 100.000 shares per day. Leon Kruimer also gives an overview of current shareholders. Leon Kruimer presents an overview of key financial figures. The Company’s net loss has been decreased by 58% to €23.4 million, the cash burn, which is the amount of net cash spent, is by coincidence also € 23.4 million and in line with predictions. Revenue was €7.4 million, which is €2.2 million lower than the €9.6 million revenue in 2002, due to US GAAP deferred income policy. The Company’s cash position at December 31, 2003 was €87.2 million. Thereafter Leon Kruimer gives a detailed explanation of all key financial figures. In particular he explains the background and rational of the Company’s revenue recognition, deferred income, goodwill, amortization, and option expenses from a US GAAP perspective. Leon Kruimer notes that the Company’s cash flow statement provides for a better insight into the Company’s financial position and explains line by line the cash flow statement. The net cash burn amounts in 2003 to €23.4MM. He concludes by providing a historic overview of the Company’s cash burn and cash position and notes that 5 despite a cash payment of €4 million for the Chromagenics acquisition, Q1 2004 was cash positive and the best quarter in the Company’s history. The Chairman invites the shareholders to ask questions. Mr. Van der Meer would like to know the status of the development activities of licensees, in particular Merck’s HIV vaccine. He also would like to know the status of Phase 1 gene therapy programs of licensees, the importance of the collaboration with Merck on the BMF, the importance of Galapagos for Crucell shareholders, status of the collaboration with DSM, status of oncology antibody research, effect of termination of licenses, development strategy for Ebola, West Nile and Malaria, the Company’s IP position and patent protection, when will the FDA approve the PER.C6® cell line, how serious are the risks listed in the section risk factors of the Form 20F, and his last question is on the amount of losses carried forward. Ronald Brus answers that Merck is in Phase 2A, which is public information. This means that currently thousands of healthy volunteers and HIV infected persons have been treated with the PER.C6®-produced HIV vaccine with prior approval from the FDA. Unfortunately he cannot inform Mr. Van der Meer when Merck will enter into the next phase due to confidentiality obligations. The reason why Merck is collaborating with Crucell on the BMF, the biologics master file, is to ensure the scientific integrity of the BMF and to ensure that as much safety data is added as possible, which gives comfort to the FDA regarding PER.C6®-produced medicines, including Merck’s HIV vaccine. Ronald Brus notes that Crucell is cautious to comment on the status and developments of its licensees’ programs. Crucell has no influence whatsoever on these programs and status thereof. Crucell only refers to public information. On the FDA approval of the PER.C6® cell line Ronald Brus notes that it is not the cell line but the medicine produced on PER.C6® that will approved by the FDA. Presently no medicine produced on PER.C6® is FDA approved. On the DSM collaboration Ronald Brus notes that presently both Crucell and DSM are collaborating to make the PER.C6® cell line available for large-scale production. Both DSM and Crucell are marketing the PER.C6® cell line in the world and aim to increase the number of licensees that will use the PER.C6® cell line to produce their proteins. Ronald Brus confirms that all antibody discovery programs in oncology have been stopped. Crucell has not been successful in this area. Crucell’s antibody technology is now focused on the discovery of antibodies in the field of infectious diseases and during 2004 Crucell will provide more details in this field. Leon Kruimer gives a historical overview on Galapagos, which was founded in 1998. After the joint venture with Tibotec (now JNJ) Galapagos was able to close a private finance round in 2002 by attracting four venture capital firms, who injected more than € 20 million cash in Galapagos. Crucell’s shares in Galapagos diluted to 20.8%. Together with Crucell’s Supervisory Board, Crucell will decide in the future what to do with this equity participation. Ronald Brus states that Crucell has more than 30 licenses. Occasionally a license is terminated, not because PER.C6® is inadequate, but because a licensee decides to discontinue a product development program. By doing so the need to maintain a 6 license disappears. Presently Crucell is not aware of licensees that are about to terminate their license. With regard to partnering on current product programs, Ronald Brus notes that clinical development is very expensive. He is aware of these costs and manages the Company accordingly. Presently Crucell has no need to partner its existing product portfolio. In case of market introduction of an in-house product, Crucell needs to seek partners to assist with sales, marketing and distribution of such a product. However, presently there is no specific need to partner these products. With regard to patent protection, Ronald Brus notes that PER.C6® patents offer Crucell extensive protection. The risk is that after a period a patent expires. Therefore Crucell does not only rely on patent protection, but also includes know-how royalties in license arrangements, which can be levied longer than patent royalties. In general Crucell is entitled to royalties on net sales for 15 years after market introduction. Crucell monitors other patents that read on its patent estate and will act accordingly in case of patent infringement. Presently third parties do not challenge Crucell’s patents. Leon Kruimer explains the background and legal status of Crucell’s U.S. annual report Form 20F, which was filed with the SEC on February 27, 2004. It contains amongst other things the so-called risk factors. These risk factors are in line with market practice and provide the worst-case scenario. With regard to the losses carried forward Leon Kruimer notes that these can be found in the Company’s annual report and amount to €68 million. This amount will be used to offset against future profits in the Netherlands. The Chairman gives the floor to Mr. Niemeijer, who wants to know if Crucell is hindered by cell research activities in England as recently published in the press. Ronald Brus replies that these research activities are on stem cells. Crucell is not involved in stem cell research and is not aware of activities that will hinder Crucell’s strategy. The Chairman gives the floor to Mr. Van der Plas representing the Dutch shareholders association (VEB). Mr. Van der Plas notes that his questions are aimed at providing more insight to the shareholders on Crucell’s activities and to create more transparency. Mr. Van der Plas has questions on management and strategy, financial information, risk factors and research and development. On management and strategy Mr. Van der Plas notes that the majority of costs are spent in research and development. Can decreases in research and development contribute to profitability? What is the actual amount of costs spent in research and development? What is Crucell’s view on the strategic choices made for its own products and risk profiles? On financial information, what is the outlook on cash burn for 2004 and 2005, and the financial management information and guidance on 2004 and 2005 revenues? What exactly are the costs for research and development, and valuation of intangible assets, and how can these costs be explained? Mr. Van der Plas requests also to pose further questions on Corporate Governance issues. On the question of the scope and risk profile of Crucell, Ronald Brus replies that the Company has demonstrated in the last years to focus on those areas; it posses the 7 required skills and competence. All oncology projects have been terminated which contributed to an even stronger focus on infectious diseases. He explains that Crucell’s programs might look various. However, all programs are one way or the other related to the human immune system and produced on PER.C6® and therefore have a lot in common. As an example he describes the similarities of the Ebola and Malaria program. With regard to the question on research and development costs Ronald Brus notes that research has a higher risk profile but is less expensive than development activities. Product development is expensive but necessary to obtain market approval and profitability. Should Crucell decide to cease investment in research and development it would be profitable. By doing so the market capitalization will be limited. By investing in research and development, Crucell invests in the Company’s future valuation. That was the main reason behind having the Company go public. Leon Kruimer explains in detail the Company’s cash flow statement and notes that revenues will vary on an annual basis. The Company has managed its cash flow in line with detailed long- and short-term budgets. He confirms that indeed research and development are the Company’s highest costs and provides for a breakdown of these costs. He confirms Crucell’s ambition to bring its products to the market, which requires considerable investments. With regard to the question of financial analysts having more information than shareholders, Leon Kruimer notes that the Company complies with all relevant security laws, including Regulation Full Disclosure, which prohibits selective distribution of information. Mr. Van der Plas comments that similar biotech companies provide detailed management information and would appreciate Crucell to provide that same information in the future to increase transparency to shareholders. With regard to the risk factors Mr. Van der Plas notes that he would like to have clarity on the Company’s risk factors. The Chairman replies that the Company will do its utmost to provide maximal transparency. However, for competitive reasons it is not always sensible to provide such transparency. The Chairman gives the floor to Mr. Frank van Eerdenburg, who is interested to know if Crucell is a potential take-over candidate and if there are provisions to protect Crucell against take-over. The Chairman replies that it is Crucell’s intention neither to prevent a takeover nor to offer the Company for sale. It is the intention to maximize shareholders’ value. The Preferred Shares Foundation is a mechanism to buy time and create a negotiation position in the best interest of the shareholders, should a bid for the Company be made in the future. The Chairman gives the floor to Mr. Steens, who is interested to know the reason for the resignation of Domenico Valerio and Jean Deleage, the rational for the investment in Galapagos, sustainability of government grants, option costs and challenges in the transition of Crucell from a technology to a product Company. 8 The Chairman notes that the resignation of Mr. Valerio will be tabled in agenda item 7 and explains that Jean Deleage resigns given his position as venture capitalist. He also explains the purpose of venture capital firms, their investments and exit strategy. Leon Kruimer explains the nature of the government grants and indicates that these grants are of importance. He predicts that grants from the private sector will become more and more important. Ronald Brus explains the challenges for Crucell as a product Company and shares his view on the strategic and financial issues that are important to consider. With regard to option expenses Leon Kruimer explains in detail the US GAAP rules on option expenses and notes that these costs are a non-cash expense for the Company. Ronald Brus explains that Galapagos was founded to apply the PER.C6® technology in the discovery of the functions of genes. Once it was established as a business unit of Crucell it made perfect sense to spin Galapagos off to become an independent biotech company. He also explains the science, intellectual property position and business model of Galapagos. The Chairman gives the floor to Mr. Van Dijk who is interested to learn the rationale for monoclonal antibodies in infectious diseases, while the Company recently cancelled all antibody activities in oncology. Ronald Brus notes that the main reason for canceling the oncology antibody programs was the lack of reliable animal models. Therefore, the predictability of efficacy in clinical trials was very difficult. These models are available for antibodies for infectious diseases. Before Crucell commits shareholders’ money to the development of such a product, it has a very good idea whether this product will be effective. It reduces the risk considerably. Good antibody discovery technology and reliable models will result in new product leads. Ronald Brus confirms that Crucell will make these product leads known during 2004. Agenda item 3: Corporate Governance. The Chairman moves on to agenda item 3 and requests Mr. Robert Jan Lijdsman to provide for an overview on Corporate Governance. Mr. Lijdsman refers to the new Dutch Corporate Governance Code that has been introduced on January 1, 2004, i.e. the Tabaksblat Code. This Code contains best practice rules on Corporate Governance. Crucell values these best practices highly and will in future report in its annual report on its compliance, or explain why it has not complied with a specific best practice. Mr. Lijdsman gives an overview of best practices that have been adopted and refers to agenda item 14, which covers the proposed amendment of the articles of association. He also notes that Crucell is in the process of adjusting the Remuneration Policy, which will be tabled for approval at the 2005 AGM. Crucell is in the process of attracting a financial expert as a member of the Supervisory Board. He notes that Crucell will not comply with the Code with respect to Supervisory Board remuneration. He notes that part of their remuneration shall consist of an equity component and provides for an explanation. 9 The Chairman gives the floor to Mr. Van der Plas, who notes that he acknowledges the explanation of Mr. Lijdsman on the equity component, but stresses that it should be the Company’s aim to comply as much as possible and practice with the Code. Mr. Van der Plas requests an explanation on the composition of the proposed Management Board and Management Committee. The Chairman explains the historical composition of the Management Board and proposed new structure. He indicates that the Management Committee remains to exist as an important corporate body. The Management Committee will assist the Management Board in the execution of the strategy designed by the Management Board. Leon Kruimer will, as CFO, be part of the Management Board. The Chairman gives the floor to Mr. Westra who questions the sensibility of option grants to Supervisory Board members and requests the rationale for doing so. The Chairman explains that the Supervisory Board of a biotechnology company bears a great responsibility, is demanding and requires highly skilled and competent persons. An equity component as part of the remuneration is a great tool to attract these people and is from a cash flow perspective cost effective. He also notes that it stimulates shareholders’ alignment. The Chairman proposes, further to a question from Mr. Van der Plas, to discuss the resignation of Domenico Valerio and his severance payment during agenda item 7. Agenda item 4: Proposal to adopt the annual accounts for the financial year ending on 31 December 2003. The Chairman notes that there are no questions about the annual accounts and proposes to adopt the annual accounts. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. Agenda item 5: Reservation and dividend policy. The Chairman requests Leon Kruimer to provide for comments on this agenda item 5. Leon Kruimer notes Crucell never paid dividend in the past and has no intentions to pay dividend in the future. Future dividend is dependent on legal and financial requirements, which will be taken into consideration if applicable. The Chairman notes that there are no questions on this agenda item 5. Agenda item 6: Proposal to grant discharge to the members of the Management Board from liability for their management and to the members of the Supervisory Board from liability for their supervision thereof, insofar as evidenced by the financial reports. 10 The Chairman moves on to agenda item 6 and proposes that discharge be granted to the members of the Management Board from liability for their management and to the members of the Supervisory Board from liability for their supervision thereof, insofar as evidenced by the financial reports. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. Agenda item 7: Resignation of Mr Domenico Valerio from the Management Board effective 26 January 2003 and a proposal to grant discharge The Chairman moves on to agenda item 7 and proposes a resolution for the resignation of Mr. Domenico Valerio from the Management Board on 26 January 2003 and a decision for granting discharge to Mr. Valerio. Prior to opening the floor for questions or comments regarding the resignation of Mr. Valerio and the request to grant him discharge, the Chairman provides for an explanation to this agenda item. He notes that as founder Mr. Valerio has made a great contribution to the development of Crucell. Mr. Valerio was the driving force of building the valuable technology and patent position of Crucell. However, given the transition of Crucell from a technology to a product driven Company, new skills and mangement capacities are required. Mr. Valerio is very well aware of the necessity for these new skills and management capacities and therefore tendered his resignation. The new proposed CEO Ronald Brus possesses the capabilties and is an ideal succesor. The severance payment made to Mr. Valerio is in that respect appropriate. In appreciation of Mr. Valerio’s contribution to Crucell the Chairman askes the audience to give Mr. Valerio a big round of applause. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. Agenda item 8: Proposal to appoint Messrs. Ronald Brus, Jaap Goudsmit and Leonard Kruimer as members of the Management Board, each for a period of four years, such in accordance with the nominations drawn up by the Supervisory Board. The proposal to appoint Mr. Leonard Kruimer as member of the Board of Management will be effective as per 1 January 2005. The Chairman moves on to agenda item 8 and proposes a resolution for the appointment of Messrs. Ronald Brus, Jaap Goudsmit and Leonard Kruimer as members of the Management Board, each for a period of four years, such in accordance with the nominations drawn up by the Supervisory Board. The proposal to appoint Mr. Leonard Kruimer as member of the Board of Management will be effective as per 1 January 2005. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. 11 Agenda item 9: Resignation of Messrs. Jean Deleage and Patrick Van Beneden as members of the Supervisory Board and the proposal to grant discharge to them in accordance with rotation plan. The Chairman moves on to agenda item 9 and proposes a resolution for the Resignation of Messrs. Jean Deleage and Patrick Van Beneden as members of the Supervisory Board and the proposal to grant discharge to them in accordance with the rotation plan. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. Agenda item 10: Proposal to appoint Messrs. Domenico Valerio and Jan Pieter Oosterveld as members of the Supervisory Board, each for a period of four years, such in accordance with the nomination drawn up by the meeting of the holders of priority shares in the Company. The proposal to appoint Mr. Domenico Valerio as member of the Supervisory Board will be effective as per 1 January 2005. The Chairman moves on to agenda item 10 and proposes a resolution for the proposal to appoint Messrs. Domenico Valerio and Jan Pieter Oosterveld as members of the Supervisory Board, each for a period of four years, such in accordance with the nomination drawn up by the meeting of the holders of priority shares in the Company. The proposal to appoint Mr. Domenico Valerio as member of the Supervisory Board will be effective as per 1 January 2005. The Chairman requests Sean Lance, who was appointed as per 1 January 2004 as Supervisory Board Member, to introduce himself to the audience. Mr. Lance gives a summary of his background and past experience in the pharma and biotech industry. He comments that he is grateful for the opportunity to serve on the Supervisory Board and will do everything within his power to contribute to the growth of Crucell. Thereafter the Chairman requests Jan Pieter Oosterveld to introduce himself to the audience. Mr. Oosterveld notes that he has been involved with the Company for a year and a half, but until now could not accept a Supervisory Board position because of his responsibilities with Philips. Now that he is able, he is confident of the future of Crucell and will give his utmost contribution to its success. For his background information he refers to the explanatory note on this agenda item. The Chairman gives the floor to Mr. Valerio who gives an historic overview of the Company. Mr. Valerio goes back to the early days of founding the Company and the challenges in growing the Company. He notes that a product Company requires different management skills and concludes that he is convinced that Ronald Brus is the perfect new CEO for Crucell and is proud that Ronald is his successor. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. 12 Agenda item 11: Proposal to establish the remuneration structure for the Supervisory Board. The Chairman moves on to agenda item 11 and proposes a resolution for the proposal to establish the remuneration structure for the Supervisory Board. The Chairman refers to the explanatory note of this agenda item and provides for the rationale of this proposal. He also notes that the Company is in the process of adjusting the remuneration structure for both the Supervisory Board and remuneration policy for Management Board members with an expert consultancy firm. The results thereof will be tabled during the shareholders meeting in 2005. The Chairman subsequently notes that Mr. Van Cleef, representing 512,700 shares, votes against this agenda item, but that the proposal is adopted by majority of the votes cast. Agenda item 12: Proposal to reappoint Ernst & Young as the external auditor of the Company. The Chairman moves on to agenda item 12 and proposes a resolution for the proposal to reappoint Ernst & Young as the external auditor of the Company. The Chairman gives the floor to Mr. Steens, who notes that the Company’s auditor has not signed the annual report. Leon Kruimer comments that this question should be referred to the Dutch Association of Chartered Accounts and thanks Mr. Steens for his remark. The Chairman subsequently notes that Mr. Van Cleef, representing 512,700 shares, votes against this agenda item, but that the proposal is adopted by majority of the votes cast. Agenda item 13: Proposal to extend authority to the Board of Management to repurchase shares in the Company's share capital for a period of 18 months (until 3 December 2005). The Chairman moves on to agenda item 13 and proposes a resolution for the proposal to extend authority to the Board of Management to repurchase shares in the Company's share capital for a period of 18 months (until 3 December 2005). The Chairman proposes the adoption of a proposal to authorise the Management Board to purchase shares in the own capital of the Company during a period of 18 months(until 3 December 2005). The Chairman subsequently notes that Mr. Van Cleef, representing 512,700 shares, votes against this agenda item, but that the proposal is adopted by majority of the votes cast. 13 Agenda item 14: Proposal to amend the Articles of Association of the Company, such in accordance with the proposal of the Supervisory Board and in conformity with the draft Deed of Amendment of the Articles of Association dated 19 April 2004 prepared by Allen & Overy (Amsterdam office), attorneys-at-law, civil law notaries and tax advisors. The Chairman moves on to agenda item 14 and proposes a resolution for the proposal to amend the Articles of Association of the Company, such in accordance with the proposal of the Supervisory Board and in conformity with the draft Deed of Amendment of the Articles of Association dated 19 April 2004 prepared by Allen & Overy (Amsterdam office), attorneys-at-law, civil law notaries and tax advisors. The Chairman refers to the explanatory note on this agenda item 14 and gives the floor to Mr. Van Cleef, representing 512,700 shares, who votes against this agenda item. The Chairman gives the floor to Mr. Jansen, who notes that the proposal contains the authorisation of the Management Board for a period of five years to issue new shares and to limit or exclude pre-emptive rights of the existing shareholders. The Secretary explains in detail the proposal and refers for greater certainty to the explanatory notes. The Secretary notes that this proposal is not new, but merely a continuation of the existing article of the articles of association. After debate with various shareholders it is decided to remove this item from the proposed amendment of the articles of association. The Chairman notes that the authorisation of the Management Board will be tabled at the shareholders meeting in 2005. The other proposed amendments of the Articles of Association of the Company are put to a vote and it is subsequently noted that the proposal is adopted. Agenda item 15: Proposal to authorise each member of the Board of Management of the Company and also each civil law notary, deputy civil law notary and notarial assistant of Allen & Overy, to apply severally to the Dutch Ministry of Justice for the Statement of No Objections and to have the Deed of Amendment of the Articles of Association executed. The Chairman moves on to agenda item 15 and proposes a resolution for the proposal to authorise each member of the Board of Management of the Company and also each civil law notary, deputy civil law notary and notarial assistant of Allen & Overy, to apply severally to the Dutch Ministry of Justice for the Statement of No Objections and to have the Deed of Amendment of the Articles of Association executed. The Chairman subsequently notes that none of those present desire a vote and that the proposal is thus adopted by acclamation. Agenda item 16: Miscellaneous. The Chairman then notes that there are no other agenda items and gives the floor to Mrs. Hartman who notes that she has been irritated by the attitude of the representatives of the Dutch Shareholders Association (VEB) and remarks that they certainly do not represent Mrs. Hartman as a shareholder. 14 Agenda item 17: Closure The Chairman thus notes that all formal items have been dealt with and closes the meeting. He thanks everyone for their attendance and participation. Adopted in Leiden on Chairman, P.J Strijkert Secretary, R.J. Lijdsman