APLS 2018 Proxy Statement

Compensation Committee Interlocks and Insider Participation During 2017, the members of our compensation committee were Ms. O’Brien, Mr. Machiels and Bihua Chen, who resigned from the Board immediately prior to the effectiveness of the registration statement for our initial public offering. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or ever has been, an officer or employee of our company. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee are Gerald Chan, A. Sinclair Dunlop and Stephanie Monaghan O’Brien, and Dr. Chan is the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee did not meet during 2017. Our nominating and corporate governance committee’s responsibilities include: • identifying individuals qualified to become members of our board of directors; • recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees; • reviewing and making recommendations to our board of directors with respect to our board leadership structure and board committee structure; • making recommendations to our board of directors with respect to accepting director resignations; • developing and recommending corporate governance guidelines to our board of directors; and • overseeing an annual evaluation of our board of directors. We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations. Board of Director Meetings and Attendance Our board of directors recognizes the importance of director attendance at board and committee meetings. The full board of directors met 15 times during 2017. During 2017, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings held by the board of directors (during the period that such person served as a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served. Director Attendance at Annual Meeting of Stockholders Our corporate governance guidelines provide that directors are responsible for attending the annual meeting of stockholders. Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the “Corporate Governance “section of the “Investors & Media” section of our website, which is located at www.apellis.com . If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. - 15 -