Exhibit 99.1
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| | | Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. |
| | | VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. |
| | | Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Pacific Daylight Time, on October 18, 2016. |
| | | | | Vote by Internet |
| | | | • Go towww.investorvote.com/Acucela |
| | | | • Or scan the QR code with your smartphone |
| | | | | • Follow the steps outlined on the secure website |
| | | Vote by telephone |
| | | • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message |
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Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | x | | | | | | | | |
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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A | | Proposals — The Board of Directors recommends that you voteFOR all the nominees listed andFOR Proposals 1, 3 and 4. | | | | | | |
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| | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | Ê |
1. | | Adoption of Merger Agreement by and among Acucela Inc., Acucela Japan KK and Acucela North America Inc. | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | |
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2. | | Election of Directors, each to serve a one-year term. |
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| | | | 01 - Shintaro Asako | | 02 - Ryo Kubota, M.D., Ph.D. | | 03 - Shiro Mita |
| | | | 04 - Eisaku Nakamura | | 05 - Robert Takeuchi | | |
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¨ | | Mark here to vote FOR all nominees | | ¨ | | Mark here toWITHHOLD vote from all nominees | | ¨ | | For AllEXCEPT- To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. | | |
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| | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | For | | Against | | Abstain |
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3. | | To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. | | ¨ | | ¨ | | ¨ | | | | 4. | | Approval of adjournment if necessary to solicit additional proxies if insufficient votes to adopt the Merger Agreement. | | | | ¨ | | ¨ | | ¨ |
NOTE:In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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B | | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
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Date (mm/dd/yyyy) — Please print date below. | | | | Signature 1 — Please keep signature within the box. | | | | Signature 2 — Please keep signature within the box. |
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IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available atwww.investorvote.com/Acucela.
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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Annual Meeting of Shareholders
October 18, 2016 1:00 PM
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Ryo Kubota, M.D., Ph.D. and John Gebhart, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of ACUCELA INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 1:00 PM, PDT on October 18, 2016, at 1301 Second Avenue, Suite 4200, Seattle, WA 98101, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse
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Change of Address — Please print your new address below. | | | | | | Comments — Please print your comments below. | | | | | | Meeting Attendance | | |
| | | | | | | | | | | | Mark the box to the right if you plan to attend the Annual Meeting. | | ¨ |
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¢ | | IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. | | Ê |