EX-99.3 4 ocs-ex99_3.htm EX-99.3 EX-99.3

Exhibit 99.3

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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 29, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 29, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. OCULIS HOLDING AG BAHNHOFSTRASSE 20 6300 ZUG SWITZERLAND V75471-P27847 OCULIS HOLDING AG THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE YOUR SHARES FOR AGENDA ITEMS 1-12 ! ! ! 1. APPROVAL OF THE 2024 ANNUAL REPORT INCLUDING THE 2024 ANNUAL (STATUTORY) FINANCIAL STATEMENTS AND THE 2024 CONSOLIDATED FINANCIAL STATEMENTS ! ! ! For 2. ALLOCATION OF BALANCE SHEET RESULTS 2024 ! ! ! ! ! ! 3. DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE 6. RE-ELECTION OF THE AUDITORS ! ! ! 4. RE-ELECTION OF THE CHAIRPERSON AND THE OTHER MEMBERS OF THE BOARD OF DIRECTORS 7. RE-ELECTION OF THE INDEPENDENT PROXY 8. COMPENSATION FOR THE NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS ! ! ! 4.1 Re-election of Anthony Rosenberg as Member and Chairperson of the Board of Directors 8.1 Vote on Total Fixed (Non-Performance-Related) Compensation for Non-Executive Members of the Board of Directors until the end of the Company's 2026 Annual General Meeting ! ! ! ! 4.2 Re-election of Christina Ackermann 8.2 Vote on Equity or Equity Based Compensation for Non-Executive Members of the Board of Directors until the end of the Company's 2026 Annual General Meeting ! ! ! ! 4.3 Re-election of Lionel Carnot 9. COMPENSATION FOR THE MEMBERS OF THE EXECUTIVE COMMITTEE ! ! ! ! ! 4.4 Re-election of Arshad M. Khanani 9.1 Vote on Fixed (Non-Performance-Related) Compensation for Members of the Executive Committee payable in 2026 9.2 Vote on variable Compensation for Members of the Executive Committee payable in 2026 9.3 Vote on Equity Based Compensation for Members of the Executive Committee for 2026 ! ! ! ! ! 4.5 Re-election of Martijn Kleijwegt ! 4.6 Re-election of Geraldine O'Keeffe ! ! ! 4.7 Re-election of Riad Sherif 10. NON-BINDING ADVISORY VOTE ON THE 2024 COMPENSATION REPORT ! ! Against For 4.8 Re-election of Robert K. Warner 5. RE-ELECTION OF THE MEMBERS OF THE COMPENSATION COMMITTEE ! ! ! 11. INCREASE AND AMENDMENT OF CAPITAL BAND* 5.1 Re-election of Christina Ackermann ! ! 12. INCREASE OF CONDITIONAL SHARE CAPITAL FOR EMPLOYEE BENEFIT PLANS* ! ! ! 5.2 Re-election of Lionel Carnot *Please mark either For or Against because abstentions have the legal effect of Against . 5.3 Re-election of Robert K. Warner Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

 

 

 


 

 

 

 

 

 

 

 

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Important Notice Regarding the Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders: The Meeting Invitation is available at www.proxyvote.com V75472-P27847 OCULIS HOLDING AG ANNUAL GENERAL MEETING OF SHAREHOLDERS JUNE 4, 2025 3:00 PM CEST / 9:00 AM EDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints the current independent proxy of the Company, PST Legal AG, as proxy, and authorizes them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Oculis Holding AG ( Oculis ), held of record by the undersigned at the close of business on May 2, 2025 at the 2025 Annual General Meeting of Shareholders of Oculis to be held on June 4, 2025, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF AGENDA ITEMS 1-12, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PROXY NAMED HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued and to be marked, dated and signed, on the other side)