Kiadis Pharma Notice of Extraordinary General Meeting of Shareholders

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16/02/2019 07:33
Amsterdam, The Netherlands, 15 February 2019 - Kiadis Pharma N.V. ("Kiadis Pharma" or the "Company") (Euronext Amsterdam and Brussels: KDS), a clinical stage biopharmaceutical company, today announces that it has convened an extraordinary general meeting of shareholders ("EGM") to be held on Friday 29 March 2019 at 10:00 am CET at the Amsterdam Stock Exchange (Euronext), Beursplein 5, 1012 JW Amsterdam, The Netherlands.

The EGM will decide on the following matters:

The appointment of Scott Holmes as a member of the Management Board;
Proposals to amend the remuneration policy for the Management Board and the remuneration of the Supervisory Board, which includes the granting of options;
The delegation to the Management Board of the authority to issue shares and grant rights to acquire shares and to restrict or exclude pre-emptive rights;
A proposed first amendment of the articles of association to increase Kiadis Pharma's authorized share capital; and
A proposed second conditional amendment of the articles of association to introduce preferred shares such that Kiadis Pharma's authorized share capital will be divided into ordinary shares and preferred shares, with the view of enabling the Management Board and the Supervisory Board to implement anti-takeover protection in the form of a call option to subscribe for preferred shares that is granted to an independent foundation the statutory goal of which is to protect the Company's interests. This proposal to amend the articles of association is conditional in the sense that if the EGM approves the amendment and the notarial deed to amend the articles of association is executed, the amendment will not become effective unless and until the Management Board at any future moment decides, after having obtained approval from the Supervisory Board, to have the amendment enter into force by depositing a copy thereof at the Trade Register of the Chamber of Commerce. Shareholders, employees and other stakeholders benefit from stable and balanced decision-making in the general meeting of shareholders. Kiadis Pharma believes that the interests of its stakeholders are best served if the Management Board and the Supervisory Board are empowered to create a preferred share protection mechanism that is common amongst listed Dutch companies. While there is no immediate reason for taking this measure, Kiadis Pharma believes that it can strengthen its negotiating position should this be necessary at any time in the future.


The notice and agenda for the EGM as well as the proxy form are available on the Investors' section of the Kiadis Pharma website at: http://www.kiadis.com/investors/shareholders-meetings/



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