NOTICE TO CONVENE THE MEETING OF HOLDERS OF DEPOSITARY RECEIPTS
OF
STICHTING ADMINISTRATIEKANTOOR UNIQURE B.V.
To be held at and organized by Stichting Administratiekantoor uniQure B.V., (the "STAK") having its
address at Meibergdreef 61, 1105 BA Amsterdam Zuidoost, the Netherlands, at 9.30 hrs CET on 20
January, 2014.
The Meeting of Holders of Depositary Receipts ("DRs" and "DR Holders" respectively) of the STAK
is convened in relation to the Extraordinary Meeting of shareholders ("EGM") of uniQure B.V.
("uniQure").
AGENDA
1. Opening and announcements
2. To discuss the Initial Public Offering
3. To discuss the conversion from B.V. into N.V.
4. To discuss the amendment of the articles of association to:
a. Reclassify the A,B and C shares into ordinary shares;
b. Consolidate share capital (reverse share split) by amending the nominal value of shares in
either 5, 6 or 7 eurocents (“5 for 1, 6 for 1 or 7 for 1”);
c. Implement such further changes as are necessary in connection with the IPO and to reflect
conversion (see item 3).
5. To discuss the revocation of the delegation to the Class A-shareholders meeting of the
authority to issue shares
6. To discuss the designation of the Management Board as the competent body to issue ordinary
shares in the IPO and to exclude pre-emptive rights
7. To discuss the establishment of the Pricing Committee and delegation to the Pricing Committee
of the authority to approve the specific terms and conditions of the IPO
8. To discuss the designation of the Management Board as the competent body to issue ordinary
shares and options and to exclude pre-emptive rights going forward
9. To discuss the authorization of the Management Board to repurchase ordinary shares going
forward
10. To discuss the adoption of the remuneration policy
11. To discuss the approval of the Share Incentive Plan
12. To discuss the designation of the Supervisory Board as the competent body to issue ordinary
shares and options and to exclude pre-emptive rights going forward under the Share Incentive
Plan
13. To discuss the ratification of all shareholders resolutions that have been adopted since 21 May
2012
14. To discuss the termination of the Class A, B and C Shareholders Agreements
15. Any other business
16. Closing of the meeting
2
The explanatory notes to the agenda and other information are available for inspection as of the date
hereof. These items can be obtained free of charge at the STAK’s offices, Meibergdreef 61, 1105 BA
Amsterdam, the Netherlands and at the STAK's website (www.uniQure.com/investors). For DR Holders that
hold NPEX DRs (as defined below) the explanatory notes to the agenda and other information are also
available via the NPEX website (www.npex.nl) on a dedicated environment for DR Holders that hold NPEX
DRs.
Record Date and relevant register
For this meeting, those entitled to vote and/or attend the DR Holders’ Meeting are those who:
(i)
on 17 January 2014, after processing of all debit entries and transfers, are registered in
one of the designated (sub) registers (the "Record Date").
Designated as (sub)register for holders of depositary receipts traded through the
Nederlandsche Participatie Exchange ("NPEX DRs") and other depositary receipts ("NonTraded DRs") are respectively the administration/records of Stichting Bewaarbedrijf NPEX
and the administrations of the banks and brokers which are intermediaries according to the
Dutch Securities Giro Transactions Act (‘Wet giraal effectenverkeer’) with Euroclear
Nederland ("Intermediaries"), all as per the Record Date; and
(ii)
have duly registered for participation in the DR Holders’ Meeting.
Participation in the DR Holders' Meeting
The DR Holder who chooses to participate in the DR Holders’ Meeting may register via his bank in writing
until 17:00 hrs. CET on 17 January 2014, to Kempen & Co N.V., Beethovenstraat 300, 1077 WZ
Amsterdam, The Netherlands or via telefax: +31 20 348 9549 or email proxyvoting@kempen.nl, at which
application a confirmation must be submitted from the Intermediaries in whose administration that holder of
DRs is registered, that the DRs concerned were registered in the name of that holder on the Record Date.
The acknowledgement of receipt provided will be valid as an attendance card to the meeting. Kempen & Co
N.V. shall arrange for deposit of these applications at the STAK‘s office address.
Proxy and Instruction to Vote at DR Holders’ Meeting and EGM of uniQure
The DR Holder who chooses to have himself represented at the DR Holders’ Meeting and who chooses to
give instructions to the STAK how to vote in the EGM on the shares B in the capital of uniQure for which
DRs were issued must – in addition to the application requirements stated above – provide uniQure
with a proxy to that effect. DR Holders are required to use a form, which either can be obtained from 17
January 2014 via Kempen & Co N.V., fax number: +31 20 348 9549 or e-mail: proxyvoting@kempen.nl or
can be downloaded from the STAK’s website (www.uniQure.com/investors). The completed form, duly
completed by the DR holder, must have been received by Kempen & Co N.V. by 17.00 CET on 17 January
2014 ultimately.
Receipt of proxy forms and voting instruction forms can be rejected after this time deadline.
Persons entitled to attend the DR Holders’ meeting may be asked for identification prior to being admitted
by means of a valid identity document, such as a passport or driver’s license.
3
Explanatory notes to the agenda for the Meeting of Holders of Depositary Receipts ("DRs" and "DR
Holders" respectively) of the STAK in relation to the Extraordinary General Meeting of shareholders
("EGM") of uniQure B.V. ("uniQure") to be held on 20 January 2014.
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 STAK's office address and at the STAK's website
(www.uniqure.com/investors).
_____________________________________________________________________________________
General
The items 2 through and including 14 are all subject to the IPO effectively taking place at the envisaged
closing date (the "Closing Date") with the exception of items 5, 7, and 13.
Agenda item 2: Initial Public Offering
It is proposed that the Company makes a public offering and issues ordinary shares in the capital
of the Company in the IPO. It is proposed that the Company will take any necessary actions to
have the ordinary shares listed on NASDAQ (the "Listing") and that a registration statement,
including a prospectus related to the IPO, be filed with the United States Securities and Exchange
Commission . In relation to the IPO it is proposed that an underwriting agreement be entered into
by the Company and a group of underwriters including Jefferies and Leerink Swann (the
"Underwriters").
In connection therewith, it is proposed that the IPO and the Listing are approved all within and
subject to the terms and conditions set forth under 6 and 7 below.
Agenda item 3: Conversion from B.V. into N.V.
Given the envisaged IPO, it is proposed to convert ('omzetten'), the Company from a 'besloten
vennootschap met beperkte aansprakelijkheid' ("BV") into a 'naamloze vennootschap' ("NV")
since the NV legal form is the appropriate form for a listed company.
In connection therewith, it is further proposed to amend the articles of association of the Company
integrally in accordance with the draft presented and explained under item 4 of the Agenda.
The conversion will be effective as per the Closing Date.
Agenda item 4: Amendment of the articles of association
It is proposed that in connection with the conversion ('omzetting') of the Company from a B.V. into
an N.V., the articles be integrally amended and revised in accordance with the draft submitted to
the EGM. As part of the amendment of the articles, the current different classes of shares (Class
A, Class B and Class C) will be reclassified into ordinary shares as per the Closing Date.
The articles as amended in accordance with this proposal are hereafter referred to as the New
Articles.
It is further proposed that the Pricing Committee to be installed pursuant to item 7 of the agenda
be authorised to decide on the definitive nominal value of each share by opting either 0.06 euro
each or 0.07 euro instead of the proposed 0.05 euro as indicated in the draft and consequently on
the final ratio of the reverse share split (5:1, 6:1 or 7:1).
Finally it is proposed to authorise each member of the Management Board and each (deputy)
civil-law notary or notarial employee of Holdinga Matthijssen Kraak in Amsterdam to sign and
execute the deed of conversion and amendment.
The amendment of the articles of association will be effective as per the Closing Date.
4
Agenda item 5: Revocation of delegation to issue shares
To date the authority to issue new Class A and Class B shares as well as the authority to exclude
or limit the pre-emptive rights of shareholders in respect thereto has been designated to the Class
A Meeting. As the different classes of shares will be reclassified into one single class of ordinary
shares per the Closing Date, whilst it is also proposed that the Management Board will be
designated as the competent body to issue the new ordinary shares and exclude and limit preemptive rights of shareholders pursuant to items 6 and 8 of the Agenda, it is proposed to revoke
the current authority of the Class A Meeting. Pursuant to Dutch law the present authorities will
vest again in the General Meeting as a result of the proposed revocation.
Agenda item 6: Designation of Management Board as the competent body to issue
ordinary shares in the IPO
It is proposed that the Management Board is hereby designated as the competent body to issue
and sell in the IPO such number of ordinary shares, including ordinary shares to cover overallotments, if any, as necessary to raise an amount of up to USD 75 million, and to exclude preemptive rights in connection therewith, on such further terms and conditions as approved and
confirmed by the Pricing Committee in accordance with the delegation under 7 of the agenda.
Agenda item 7: Establishment of Pricing Committee and delegation
It is further proposed that a pricing committee is installed comprised of Ferdinand Verdonck
(chairman), Sander Slootweg, Sander van Deventer, Jörn Aldag, Piers Morgan, Philip AstleySparke and Edwin de Graaf (the "Pricing Committee") and that the general meeting of
shareholders delegates to the Pricing Committee the authority, acting by majority vote (by
meeting, telephone conference call or written action in lieu of a meeting) for and in the name of
the Company, to approve the specific terms and conditions of the IPO, including, without
limitation, the maximum aggregate offering price of the ordinary shares to be sold, the actual
number of ordinary shares to be sold, the per ordinary share price at which the ordinary shares
shall be offered to the public, and the per ordinary share price at which the ordinary shares shall
be sold to the Underwriters pursuant to the Underwriting Agreement and to determine the
definitive nominal value of each share and so the final ratio of the reverse share split.
Agenda item 8: Designation of Management Board as the competent body to issue
ordinary shares going forward
It is proposed that the Management Board is hereby designated as the competent body to issue
ordinary shares and to grant rights to subscribe for ordinary shares for a term of 18 months with
effect from the Closing Date and to limit or exclude pre-emptive rights in connection therewith.
The power of the Management Board will include, for the period after the Closing Date, a
maximum of 19.9% of the total issued and outstanding ordinary share capital at the time of
issuance.
It is acknowledged that pursuant to the New Articles a resolution of the Management Board to
issue ordinary shares or to limit or exclude pre-emptive rights of existing shareholders with
respect thereto will be subject to the approval of the Supervisory Board.
This designation will allow the Management Board to be flexible and react quickly, if and when
deemed appropriate, without prior approval from the shareholders. The designation can be used
for any and all purposes, subject to statutory limitation and with the exception of awards under the
2014 Plan (see under 11 below).
5
Agenda item 9: Authorization of Management Board to repurchase ordinary shares going
forward
It is proposed that the Management Board is hereby authorized with effect from the Closing Date
to resolve on the acquisition by the Company of its own fully paid-up ordinary shares, for a
maximum of 10% of the issued share capital immediately following the Closing Date, within the
limits of Dutch law and the New Articles through a purchase on the stock exchange or otherwise
for a term of 18 months against a repurchase price between, on the one hand, the nominal value
of the ordinary shares concerned and, on the other hand, an amount of 110% of the highest price
of the ordinary shares officially quoted on any of the official stock markets the Company is listed
on any of 30 banking days preceding the date the repurchase is effected or proposed. It is
acknowledged that pursuant to the New Articles a Management Board resolution to repurchase
ordinary shares will be subject to the approval of the Supervisory Board.
Agenda item 10: Adoption of the Remuneration Policy
It is proposed that the general meeting of shareholders adopts the remuneration policy for the
Management Board as presented to the EGM and as approved by the Supervisory Board upon
recommendation of its Remuneration Committee. This proposed policy has been developed in
view of external market developments, taking into account the principles and best practice
provisions of the Dutch Corporate Governance Code. The Supervisory Board seeks to achieve
three broad goals in connection with the Remuneration Policy and decisions regarding individual
compensation of the members of the Management Board:
 to enable uniQure to attract, motivate an retain executives who are capable of leading the
Company in achieving its business objectives.
 to create a performance-oriented environment for the Company’s executives.
 to provide members of the Management Board with an equity interest in the Company so as
to link a portion of their remuneration with the long-term performance of uniQure’s ordinary
shares and to align their interest with those of the shareholders.
Agenda item 11: Approval of Share Incentive Plan
It is proposed that the general meeting of shareholders approves the 2014 Share Incentive Plan
(the “2014 Plan”), in the form presented to the EGM pursuant to which the Company may grant
incentive share options, non-statutory share options, share appreciation rights, restricted share
awards, restricted share units and other share-based or cash-based awards for the purchase of
such number of shares as is equal to 15 percent of the fully diluted number of ordinary shares as
of the Closing Date.
The purpose of the 2014 Plan is to enable the Company to attract, retain and motivate members
of the Management Board, the Supervisory Board, employees and other individuals having
business relationships with the Company and to reward such persons for their loyalty and
commitment.
Agenda item 12: Designation of the Supervisory Board as the competent body to issue
ordinary shares and options and to exclude pre-emptive rights going forward under the
Share Incentive Plan
It is proposed that the Supervisory Board is hereby designated as the competent body to issue
ordinary shares and to grant rights to subscribe for ordinary shares under the 2014 Plan for the
duration of the 2014 Plan with effect from the Closing Date, and to limit or exclude pre-emptive
rights in connection therewith. This authority is limited to such number of ordinary shares as is
equal to 15 percent of the fully diluted number of ordinary shares as of the Closing Date. It is
further proposed to the general meeting of shareholders to approve that this maximum number of
ordinary shares be reserved for issuance under and pursuant to the 2014 Plan.
6
Agenda item 13: Ratification of all shareholders resolutions that have been adopted since
21 May 2012
It is proposed that the general meeting of shareholders, to the extent necessary, adopts,
approves, ratifies and confirms all actions taken and things done by the shareholders, supervisory
directors and managing directors of the Company since 21 May 2012, as the same appear of
record or were taken or done, whether or not in the usual course of business through the present
date, whether or not in accordance with the articles as then currently in effect, whether or not
evidenced by records contained in the minute books of the Company, whether or not taken or
done at a meeting that was properly called or held at a proper time and place or with a proper
quorum, whether or not taken or done by the holders of the requisite number of shares or by the
requisite number of directors and whether or not the directors were properly elected and qualified.
Agenda item 14: Termination of Class A, Class B and Class C Shareholders Agreements
It is proposed to terminate each of the Class A, Class B and Class C Shareholders Agreements in
respect of the Company, effective upon the Closing Date.
7
Stichting Administratiekantoor uniQure B.V.
Proxy / Voting instruction DR Holders Meeting
The undersigned:
_______________________________(full name),
a company / private person residing at
_______________________________(place of residence),
acting in his/its capacity as holder of _______________________________depositary receipts issued for
shares b in the capital of uniQure B.V., having its address at Meibergdreef 61, 1105 BA Amsterdam
Zuidoost, the Netherlands ("uniQure").
Hereby grants full proxy and power of attorney to:
[ ] each member of the Board of Stichting Administratiekantoor uniQure B.V. ("STAK"), having its address
at Meibergdreef 61, 1105 BA Amsterdam Zuid Oost, the Netherlands, or
[ ] ____________________________________________________ (full name proxyholder)
(Please tick the relevant box, and if the proxy and power of attorney is granted to someone else than the
STAK's Board members, please clearly print the full name of the proxyholder on the above line).
to represent the undersigned, with the right of substitution, in the DR Holders’ Meeting of the STAK, which
will be held on 20 January 2014 at 9.30 hrs in Amsterdam and to vote on behalf of the undersigned in any
and all matters that will be proposed to the depositary receipt holders of the STAK, with all powers which
the undersigned would possess and would be able to execute if personally present at said meeting, and to
resolve on any and all matters which the proxyholder may deem necessary and appropriate, subject to and
in accordance with the instructions below acknowledging that no matter is scheduled for voting but rather
for discussion purposes only.
Signed in: _______________________________________ (Place) on:______________ 2014.
By:
Title:
8
STICHTING ADMINISTRATIEKANTOOR UNIQURE B.V.
Voting instruction EGM
The undersigned:
_______________________________(full name),
a company / private person residing at
_______________________________(place of residence),
acting in his/its capacity as holder of _______________________________depositary receipts issued for
shares b in the capital of uniQure B.V., having its address at Meibergdreef 61, 1105 BA Amsterdam
Zuidoost, the Netherlands ("uniQure").
Hereby instructs:
[ ] each member of the Executive Board of Stichting Administratiekantoor uniQure B.V. ("STAK"), having
its address at Meibergdreef 61, 1105 BA Amsterdam Zuidoost, the Netherlands,
to vote on behalf of the undersigned in any and all matters that will be proposed to the shareholders of
uniQure in the EGM of Shareholders of uniQure to be held on 20 January 2014, and to resolve on any and
all matters which the STAK may deem necessary and appropriate, subject to and in accordance with the
instructions below.
9
Direction for voting on the following matters:
Resolution to make a public offering and issue ordinary
shares in the capital of the company in the IPO (agenda
item 2)
Resolution to convert the company from a BV into a NV
(agenda item 3)
Resolution to amend and revise
the articles of
association in accordance with the draft submitted to the
EGM (agenda item 4)
Resolution to revoke the delegation to issue shares
(agenda item 5)
Resolution to designate the management board as the
competent body to issue ordinary shares in the IPO
(agenda item 6)
Resolution to establish the pricing committee and
delegation (agenda item 7)
Resolution to designate the management board as the
competent body to issue ordinary shares going forward
(agenda item 8)
Resolution to authorise the management board to
repurchase ordinary shares going forward (agenda item
9)
Resolution to adopt the remuneration policy (agenda
item 10)
Resolution to approve the share incentive plan (agenda
item 11)
Resolution to designate the supervisory board as the
competent body to issue ordinary shares and options
and to exclude pre-emptive rights going forward under
the share incentive plan (agenda item 12)
Resolution to ratify all shareholders resolutions that have
been adopted since 21 May 2012 (agenda item 13)
In favour
Against
Abstain
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
[ ]
Signed in: _______________________________________ (Place) on:_______ 2014.
By:
Title:
10