Full Press Release Details
Notice to Convene the Annual General Meeting of Shareholders
To be held at and organized by uniQure N.V. (the Company ), having its address at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands, at 2.00 p.m. CET on 15 June 2016.
Shareholders are invited to attend the Annual General Meeting of Shareholders of the Company (the AGM ) to be held on 15 June 2016 at 2.00 p.m. CET at the Company s offices in Amsterdam, the Netherlands. The language of the meeting will be English.
The agenda for the AGM and the explanatory notes (including the biographies and curricula vitae of Mr. Kaye and Mr Soland), together with the 2015 Annual Report including the 2015 statutory annual accounts and the amendment of the Remuneration Policy, are available for inspection at the offices of the Company, and will be distributed free of charge on request. The information is also available on the Company s website: www.uniqure.com.
ATTENDANCE AT THE ANNUAL GENERAL MEETING
Only holders of shares in the share capital of the Company as of the close of business on 18 May 2016 (the Record Date ) are entitled to vote at the AGM. Only shareholders who have given notice in writing to the Company by 13 June 2016 of their intention to attend the AGM in person are entitled to attend the AGM in person. Each share outstanding on the Record Date is entitled to one vote on each voting item.
For shareholders whose ownership is directly recorded in the Company s shareholders register (such shareholders, the Registered Shareholders ) and for shareholders holding their shares in an account at a bank, a financial institution, or other financial intermediary (such shareholders, the Beneficial Owners ), the conditions for attendance at the AGM are as follows:
Registered Shareholders must notify the Company by submitting their name and number of registered shares through the Company s email address ir@uniqure.com no later than on 13 June 2016; and
Beneficial Owners must have their financial intermediary or their agent with whom the shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the AGM. These Beneficial Owners must (i) notify the Company of their intention to attend by submitting their name and number of shares beneficially owned through the Company s email address ir@uniqure.com no later than on 13 June 2016 and (ii) bring the proxy received from their financial intermediary to the AGM.
Persons entitled to take part in the meeting may be asked for identification prior to being admitted to the AGM and are therefore asked to carry a valid identity document (such as a passport or driver s license).
PARTICIPATION IN THE ANNUAL GENERAL MEETING BY PROXY
Registered Shareholders who are not in a position to attend the meeting in person, may, without prejudice to the above registration and attendance notification provisions, grant a written proxy to the
following independent third party: Mr. S. Commissaris of Ploum Lodder Princen, civil law notaries in Rotterdam, the Netherlands. The proxy can be granted with or without voting instructions. In case a proxy is granted to said independent party without voting instructions it shall be deemed to include a voting instruction in favour of all proposals made by the Management Board and/or the Supervisory Board of the Company, and against any other proposal. Proxy forms to be used by Registered Holders to grant a written proxy are available free of charge at the offices of uniQure N.V. and at www.uniqure.com. To be counted, a duly completed and executed proxy must have been received from a Registered Holder by Mr. S. Commissaris, at the offices of Ploum Lodder Princen or, if sent in pdf-form electronically at his email address: s.commissaris@ploum.nl with the original to follow by regular mail, in each case no later than on 13 June 2016, at 23:59 hrs CET. These shareholders or their representatives will receive a confirmation of registration from the Company.
Beneficial Owners who wish to exercise their voting rights by proxy should follow the instructions and use the voting instrument provided by the bank, financial institution, account holder or other financial intermediary that holds the shares on such Beneficial Owner s behalf.
For further information, please contact: uniQure N.V., Corporate Secretary, Meibergdreef 61, 1105 BA Amsterdam, the Netherlands, email: ir@uniqure.com.
Amsterdam, the Netherlands, 9 May 2016
The Management Board
Agenda for the Annual General Meeting ( AGM ) of uniQure N.V. ( uniQure or the Company ) to be held on 15 June 2016 at 2pm CET, at Meibergdreef 61, 1105 BA in Amsterdam, the Netherlands.
1. Opening and announcements
2. Report on the financial year 2015 (discussion item)
3. Explanation of the application of the remuneration policy (discussion item)
4. Adoption of the 2015 annual accounts and treatment of the results (voting item)
5. Discharge of the members of the Management Board (voting item)
6. Discharge of the members of the Supervisory Board (voting item)
7. Reappointment of PricewaterhouseCoopers Accountants N.V. as external auditors of the Company for the financial year 2016 (voting item)
8. Amendment of the Articles of Association to effect a one tier board structure (voting item)
9. Composition of the Board:
a) appointment of Mr. D. B. Soland as executive director (voting item)
b) appointment of Mr. M.C. Kapusta as executive director (voting item)
c) appointment of Mr. S.J.H. van Deventer as non-executive director (voting item)
d) appointment of Ms. P. Soteropoulos as non-executive director (voting item)
e) appointment of Mr. D.V. Schaffer as non-executive director (voting item)
f) appointment of Mr. W. Lewis as non-executive director (voting item)
g) appointment of Mr. P. Astley-Sparke as non-executive director (voting item)
h) appointment of Mr. J. Kaye as non-executive director (voting item)
10. Amendment of the Remuneration Policy (voting item)
11. Option grants to certain directors:
a) option grant to Mr. M.C. Kapusta (voting item)
b) option grant to Mr. D. B. Soland (voting item)
c) option grant to Mr. P. Astley-Sparke (voting item)
12. Designation of the Board as the competent body to issue ordinary shares and options and to limit or exclude preemptive rights (voting item)
13. Amended and Restated 2014 Share Incentive Plan
a) Amendment of the Amended and Restated 2014 Share Incentive Plan (voting item)
b) Designation of the Board as the competent body to issue ordinary shares and options and to exclude preemptive rights under the Amended and Restated 2014 Share Incentive Plan (voting item)
14. Authorization of the Board to repurchase ordinary shares (voting item)
15. Any other business
16. Closing of the meeting
Annexes to this agenda
Annex I Explanatory Notes to the agenda
Annex II Triptych containing the proposed amendment of the Articles of Association
Annex III Amended Remuneration Policy
Explanatory notes to the agenda for the Annual General Meeting of Shareholders ( AGM ) of uniQure N.V. ( uniQure or the Company ) to be held on 15 June 2016 at 2pm CET, at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands.
These explanatory notes and other information are available for inspection as of the date hereof. These items can be obtained free of charge at the Company s office address and are also available at the Company s website: www.uniqure.com.
Agenda item 2: Report on the financial year 2015
This item will be discussed.
Under this agenda item, the Management Board will discuss the business and results of operations as contained in the statutory annual report for the financial year 2015 (the 2015 Annual Report ). In accordance with the Dutch Corporate Governance Code, the contents of the corporate governance chapter in the 2015 Annual Report, including the Company s compliance with the Dutch Corporate Governance Code, are also submitted for discussion.
Agenda item 3: Explanation of the application of the remuneration policy
This item will be discussed.
Under this agenda item and in accordance with the Dutch Civil Code, an explanation will be provided on how the remuneration policy for the Management Board has been applied in 2015. Relevant information on the remuneration of the members of the Management Board is included in the 2015 Annual Report in footnote 29 to the Consolidated Financial Statements.
Agenda item 4: Adoption of the 2015 annual accounts and treatment of the results
This item will be voted on.
It is proposed to the General Meeting to adopt the annual accounts for the financial year 2015. This includes charging the loss incurred in 2015 to the general reserve of the Company. The annual accounts were prepared by the Management Board and audited and provided with an unqualified auditor s report by PricewaterhouseCoopers Accountants N.V., the Company s external auditor (page 106-107 of the 2015 Annual Report). The 2015 Annual Report, including the annual accounts, will be available for inspection by shareholders of the Company at the Company s offices at Meibergdreef 61, 1105BA Amsterdam, the Netherlands. The 2015 Annual Report has also been made available at the Company s website: www.uniqure.com at the time of the notice of this meeting.
Agenda items 5 and 6: Discharge of the members of the Management Board and Supervisory Board
These items will be voted on.
The discharge of the members of the Management Board and the discharge of the members of the Supervisory Board are two separate items on the agenda. It is proposed to grant discharge of liability to the members of the Management Board for the management and conducted policy during the 2015 financial year insofar as the exercise of such duties is reflected in the 2015 Annual Report or otherwise disclosed to the General Meeting. It is also proposed to grant discharge to the members of the
Supervisory Board for their supervision of the policies of the Management Board and the general course of affairs of the Company and its affiliated business during the financial year 2015 insofar as the exercise of such duties is reflected in the 2015 Annual Report or otherwise disclosed to the General Meeting.
Agenda item 7: Reappointment of PricewaterhouseCoopers Accountants N.V. as external auditors of the Company for the financial year 2016
This item will be voted on.
It is proposed to reappoint PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm, as the external auditor charged with the auditing of the annual accounts of the Company for the financial year 2016.
Agenda item 8: Amendment of the Articles of Association to effect a one tier board structure
This item will be voted on.
The Management Board and the Supervisory Board propose to change uniQure s governance structure from a two-tier structure (Management Board under the supervision of the Supervisory Board) to a one-tier board structure (a Board consisting of one or more executive directors and two or more non-executive directors). A one-tier board structure is more commonly used globally and uniQure aims to conform to global practice in order to advance its ambitious plans to further grow internationally. A one-tier board structure will also enable uniQure to more deeply integrate executive and non-executive board members. The Company feels that this board model will enable uniQure to best meet its future objectives.
Introduction to the one-tier board structure
Below you will find a general explanation of the one-tier board structure. For an explanation on each of the articles of uniQure s Articles of Association that are proposed to be amended, reference is made to the triptych containing the proposed amendments to the Articles of Association, included in Annex II to this agenda. The proposed amendments have been clearly marked by placing the current text in the first column alongside the new text in a second column and an explanation in the third column.
While preparing the amendment of the Articles of Association the provisions regarding the one-tier board included in Book 2 of the Dutch Civil Code and the Dutch Corporate Governance Code have been taken into account. Deviations from the Dutch Corporate Governance Code will be explained in the annual Corporate Governance Report that uniQure prepares and publishes each year and which report can be found on uniQure s website. The triptych can be downloaded from www.uniqure.com and is available for inspection at the Company s office address.
In the proposed structure all members of the Board, both the executive directors and the non-executive directors, will be collectively responsible for the Company s management, general policy and strategy. The executive directors will manage the day-to-day management of uniQure. The non-executive directors will focus on the supervision on the policy and functioning of the executive directors and the general state of affairs of uniQure.
Subject to the approval by the General Meeting of the one-tier board structure, the executive directors and non-executive directors shall be appointed as such by the General Meeting at the binding nomination
of the non-executive directors. The General Meeting may at all times overrule a binding nomination by a resolution adopted by at least a two thirds majority of the votes cast, provided such majority represents more than half the issued share capital. The Board shall determine the number of executive directors and non-executive directors, provided that the number of executive directors shall at all times be less than the number of non-executive directors. Only a natural person can be a non-executive director. The General Meeting may at any time remove or suspend any board member. Executive directors may also be suspended by the Board.
The Board shall appoint an executive director as chief executive officer (CEO). As also indicated in the explanatory notes to agenda item 9a it is intended to appoint Mr. D. B. Soland as CEO as from the date of the execution of the deed of amendment (the Implementation Date ). The Board shall furthermore appoint a non-executive director to be Chairman of the Board for such period as the Board may decide.
The Board, as well as two executive directors acting jointly, shall be authorized to represent uniQure externally.
The General Meeting must adopt a policy in respect of the remuneration of the Board upon the proposal of the non-executive directors. The remuneration of the executive directors shall be determined by the non-executive directors with due observance of such remuneration policy, while remuneration of the non-executive directors shall be determined by the Board with due observance of the remuneration policy.
The Board shall adopt one or more sets of regulations dealing with such matters as its internal organization, the manner in which decisions are taken, the composition, duties and organization of committees and any other matters concerning the Board, the CEO, the executive directors, the non-executive directors and the committees established by the Board. The regulations shall, among other things, include a division of duties among the directors and shall stipulate that the executive directors and non-executive directors may adopt legally valid resolutions with respect to matters that fall within their respective scope of duties as described in the regulations.
As from the Implementation Date, all members of the Supervisory Board will resign as supervisory board members and, in relation to the appointment of the members of the Board, reference is made to agenda item 9.
In accordance with Article 11.1 of the Articles of Association of the Company, the Management Board, with the prior approval of the Supervisory Board, proposes to amend the Articles of Association in accordance with the draft deed of amendment of the Articles of Association included in Annex II to this agenda and to authorize each member of the Management Board as well as each employee of Ploum Lodder Princen (lawyers and civil law notaries in Rotterdam, the Netherlands) to execute the deed of amendment.
By a vote in favor of the above proposal, the AGM resolves to adopt the proposed amendment of the Articles of Association and resolves to authorize each member of the Management Board as well as each employee of Ploum Lodder Princen (lawyers and civil law notaries in Rotterdam, the Netherlands), to execute the deed of amendment of the Articles of Association and to make any adjustments that are necessary as well as to sign and execute the relevant deed of amendment of the Articles of Association.
Agenda item 9a: appointment of Mr. D. Soland as executive director
This item will be voted on.
Subject to the approval of the proposed amendment of the Articles of Association, it is proposed to appoint Daniel Bruce Soland as executive director in the one-tier board as from the Implementation Date for a term ending at the end of the annual General Meeting in 2020.
Summary Curriculum Vitae of Mr. D. Soland
Mr. D. Soland was born in 1958 and has American nationality.
Mr. Soland joined uniQure in December 2015. He most recently served as Vice President and Chief Operating Officer of Viropharma, Inc. in Exton, Pennsylvania, U.S.. This company was acquired by Shire plc in January 2014. Prior to his position at Viropharma, from 2004 to 2006 Mr. Soland was President of Chiron Vaccines in Oxford, the United Kingdom, where he helped engineer a turnaround that contributed to Chiron s acquisition by Novartis. From 2002 to 2003, he was President and CEO of Epigenesis Pharmaceuticals and from 1993 to 2001 he was Vice President and Director of Worldwide Marketing Operations at GlaxoSmithKline Biologicals and held positions of increasing responsibility at Pasteur-Merieux s Connaught Laboratories (now Sanofi Pasteur).
Shares in the Company:
Mr. Soland has more than 30 years of industry experience. Mr. Soland holds a B.S. in Pharmacy from the University of Iowa. We believe that Mr. Soland is qualified to serve as an executive director and CEO due to his broad expertise in the biotechnology and pharmaceutical industries.
Below is an overview of the main elements of Mr. Soland s remuneration package. The remuneration package is in accordance with the Company s remuneration policy.
| Base salary | : | USD 500,000 | |
| Short term incentive (cash) | : | annual performance bonus of up to 50% of the base salary, subject to both financial and nonfinancial criteria. | |
| Long term incentive (shares) | : | as determined by the Board and in accordance with the annual awards under the Amended and Restated 2014 Share Incentive Plan (the Restated 2014 Plan ). | |
| Pension | : | in accordance with the Company s remuneration policy. | |
| Severance payment : | : | if terminated without cause or if leaving the Company for good reason, before 31 December 2016 he will be entitled to 24 months of Base Salary and after 31 December 2016 he will be entitled to 12 months of base salary; in both cases to include certain benefits for 12 months, any bonus due, including a lump sum bonus of 50% of base salary, and accelerated vesting of certain options and other equity awards. | |
| Change of control | : | one year base salary and certain other remuneration elements. | |
| Other | : | a one-time award of options to purchase up to 800,000 ordinary shares at USD 16.00 per share under the terms of the Restated 2014 Plan and to vest over a four year period, with one-quarter vesting on the first anniversary of the grant and |
Agenda item 9b: appointment of Mr. M. Kapusta as executive director
This item will be voted on.
Subject to the approval of the proposed amendment of the Articles of Association, it is proposed to appoint Mr. Matthew Craig Kapusta as executive director in the one-tier board as from the Implementation Date for a term ending at the end of the annual General Meeting in 2019. On such date, the current term of Mr. Kapusta in the Management Board would lapse. For this reason it is proposed that the General Meeting appoint Mr. Kapusta for a period of three (3) years as from the Implementation Date instead of for the maximum period of four (4) years.
Summary Curriculum Vitae of Mr. M. Kapusta
Mr. Kapusta was born in 1972 and has American nationality.