UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
April 10, 2017
PROQR THERAPEUTICS N.V.
Zernikedreef 9
2333 CK Leiden
The Netherlands
Tel: +31 88 166 7000
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On April 10, 2017, ProQR Therapeutics N.V. issued a press release announcing its 2017 annual general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.
Such materials are attached as exhibits to this Form 6-K and are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PROQR THERAPEUTICS N.V. | ||||||
| Date: April 10, 2017 | By: | /s/ Smital Shah | ||||
| Smital Shah | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated April 10, 2017 | |
| 99.2 | Notice and Agenda for the 2017 Annual General Meeting of Shareholders | |
| 99.3 | Explanatory Notes to the Agenda of the 2017 Annual General Meeting of Shareholders | |
| 99.4 | Proxy Form | |
Exhibit 99.1
ProQR Announces Annual Meeting of Shareholders
LEIDEN, the Netherlands, April 10, 2017 — ProQR Therapeutics N.V. (Nasdaq:PRQR) today announced that the Annual General Meeting of Shareholders will be held on Wednesday, May 10, 2017 at 15:00 CET, at the offices of Allen & Overy at Apollolaan 15, 1077 AB Amsterdam, the Netherlands.
All relevant documents and information for the meeting, including the notice and agenda, are or will be made available in the ‘Investor Relations’ section of ProQR’s website (www.proqr.com) under ‘Financial Information’. The documents will also be made available on the SEC’s website at www.sec.gov.
A live webcast of the event will be accessible in the ‘Investor Relations’ section of ProQR’s website under ‘Events and Presentations’.
About ProQR
ProQR Therapeutics is dedicated to changing lives through the creation of transformative RNA medicines for the treatment of severe genetic rare diseases such as cystic fibrosis, Leber’s congenital amaurosis Type 10 and dystrophic epidermolysis bullosa. Based on our unique proprietary RNA repair platform technologies we are growing our pipeline with patients and loved ones in mind.
*Since 2012*
Contact:
Smital Shah
Chief Financial Officer
T: +1 415 231 6431
ir@proqr.com
Exhibit 99.2
2017 ANNUAL GENERAL MEETING
OF SHAREHOLDERS
PROQR THERAPEUTICS N.V.
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NOTICE AND AGENDA
Notice for the AGM
Notice is hereby given of the annual general meeting of shareholders of ProQR Therapeutics N.V. (the “Company”) to be held on Wednesday, May 10, 2017, at 15:00 hours CET, at the offices of Allen & Overy at Apollolaan 15, 1077 AB Amsterdam, the Netherlands (the “AGM”).
Agenda for the AGM
The agenda for the AGM, as proposed by the Company’s Management Board (the “Management Board”) and the Company’s Supervisory Board (the “Supervisory Board”), is as follows:
| 1. | Opening of the AGM |
| 2. | Report of the Management Board for the financial year 2016 (discussion item) |
| 3. | Disclosure of remuneration in the annual accounts for the financial year 2016 (discussion item) |
| 4. | Adoption of the annual accounts, including the appropriation of net result, for the financial year 2016 (voting item) |
| 5. | Release from liability of the members of the Management Board with respect to the performance of their management during the financial year 2016 (voting item) |
| 6. | Release from liability of the members of the Supervisory Board with respect to the performance of their supervision during the financial year 2016 (voting item) |
| 7. | Composition Supervisory Board: reappointment of Supervisory Board member Antoine Papiernik (voting item) |
| 8. | Appointment Deloitte Accountants B.V. as the Company’s external auditor for the financial year 2018 (voting item) |
| 9. | Delegation to the Management Board of the authority (i) to issue ordinary shares, (ii) to grant rights to subscribe for such shares and (iii) to limit and exclude pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares (voting item) |
| 10. | Authorization of the Management Board to acquire ordinary shares in the capital of the Company (voting item) |
| 11. | Questions |
| 12. | Closing of the AGM |
Availability of AGM Materials
Copies of (i) this notice including the agenda for the AGM, (ii) the explanatory notes to the agenda for the AGM, (iii) the annual accounts for the financial year 2016 (the “Annual Accounts”), (iv) the report of the Management Board for the financial year 2016 (the “Board Report”), (v) the relevant information to be added to the Annual Accounts and the Board Report, as prescribed by Dutch law, and (vi) a template of the proxy form for registered shareholders, (the “AGM Materials”) are available on the Company’s website (www.proqr.com) (the “Website”) and can be obtained free of charge at the office of the Company (Zernikedreef 9, 2333 CK Leiden). The relevant AGM Materials will also be furnished to the U.S. Securities and Exchange Commission (the “SEC”) under cover of a Form 6-K and will be available on the SEC’s website (www.sec.gov).
Persons who hold their ordinary shares in the capital of the Company through a bank, broker or other nominee (through Cede & Co., as nominee for the Depository Trust Company) are regarded as beneficial owners of shares (“Beneficial Owners”). The Company will ensure that the relevant AGM Materials are also disseminated and made available for inspection, as appropriate, to the Beneficial Owners.
Copies of the Annual Accounts, the Board Report and the relevant information to be added to the Annual Accounts and the Board Report, as prescribed by Dutch law, are also available for inspection by the Company’s shareholders who are not holding their shares through a bank, broker or other nominee (the “Registered Shareholders”) at the Company’s office address (Zernikedreef 9, 2333 CK Leiden, the Netherlands) (the “Office Address”). Registered Shareholders may obtain copies of these documents free of charge.
Attendance of the AGM
Only shareholders as of the close of business on April 12, 2017 (the “Record Date”) or those who hold a valid proxy for the AGM, are entitled to take part and vote at the AGM. Each share outstanding on the Record Date is entitled to one vote on each voting item.
For Beneficial Owners and for Registered Shareholders the conditions for attendance at the AGM are as follows:
| • | 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 e-mail address ir@proqr.com no later than on May 3, 2017 and (ii) bring the proxy received from their financial intermediary to the AGM. |
| • | Registered Shareholders must notify the Company by submitting their name and number of registered shares through the Company’s e-mail address ir@proqr.com no later than on May 3, 2017; and |
Persons entitled to attend in the meeting may be asked for identification prior to being admitted and are therefore asked to carry a valid identity document (such as a passport or identity card).
Participation in the AGM by proxy
Beneficial Owners who are not in a position to attend the AGM in person, but who wish to exercise their meeting rights by proxy, should follow the instructions and use the voting instrument provided by the bank, financial institution, account holder or other financial intermediary through which they hold their beneficial ownership of shares.
Beneficial Owners who have any questions in respect of the above procedure, are recommended to contact their bank or broker for further information.
Registered Shareholders who are not in a position to attend the AGM in person, may, without prejudice to the above registration and attendance notification provisions, authorize a third party to attend and, if relevant, vote at the AGM on their behalf though the use of a proxy form, of which a template has been made available on the Website as part of the AGM Materials.
The Management Board and the Supervisory Board
April 10, 2017
Exhibit 99.3
2017 ANNUAL GENERAL MEETING
OF SHAREHOLDERS
PROQR THERAPEUTICS N.V.
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EXPLANATORY NOTES TO THE AGENDA
Explanatory notes to the agenda for the annual general meeting of shareholders of ProQR Therapeutics N.V. (the “Company”) to be held on Wednesday, May 10, 2017, at 15:00 hours CET, at the offices of Allen & Overy at Apollolaan 15, 1077 AB Amsterdam, the Netherlands (the “AGM”).
| Agenda item 2: | Report of the Management Board for the financial year 2016 (discussion item) |
The management board of the Company (the “Management Board”) must prepare a report, which must give a true and fair view of the position on the balance sheet date of the Annual Accounts (as defined in the explanatory notes to agenda item 4 below), the developments during the financial year and the results of the Company and its group companies of which the financial information has been included in the Annual Accounts. The requirements that such report of the Management Board should meet, are dictated by Dutch law and the Dutch Corporate Governance Code. The report of the Management Board will be discussed at the AGM.
| Agenda item 3: | Disclosure of remuneration in the annual accounts for the financial year 2016 (discussion item) |
Discussion of the statements made in the remuneration report as included in the Annual Accounts (as defined under the explanatory notes to agenda item 4 below), regarding the remuneration of the members of the Management Board and the supervisory board of the Company (the “Supervisory Board”), must be included as a separate item on the agenda for the AGM. For purposes of such discussion, reference is made to the relevant paragraphs of the remuneration report included in the Annual Accounts (as defined under the explanatory notes to agenda item 4. below).
| Agenda item 4: | Adoption of the annual accounts for the financial year 2016 (voting item) |
The Management Board must prepare annual accounts, consisting of a balance sheet and a profit and loss account with respect to the preceding financial year, as well as consolidated accounts and explanatory notes thereto. The Board has drawn up such annual accounts for the financial year 2016 (the “Annual Accounts”), which Annual Accounts were signed by all members of the Management Board and by all members of the Supervisory Board. The Annual Accounts also reflect the appropriation of the net result for the financial year 2016.
It is proposed to the General Meeting to adopt the Annual Accounts.
| Agenda item 5: | Release from liability of the members of the Management Board with respect to the performance of their management during the financial year 2016 (voting item) |
It is proposed to the General Meeting to release the members of the Management Board from liability with respect to the performance of their duties during the financial year 2016 as appears from the Annual Accounts or otherwise disclosed prior to adoption of the Annual Accounts.
| Agenda item 6: | Release from liability of the members of the Supervisory Board with respect to the performance of their supervision during the financial year 2016 (voting item) |
It is proposed to the General Meeting to release the members of the Supervisory Board from liability with respect to the performance of their supervision during the financial year 2016 as appears from the Annual Accounts or otherwise disclosed prior to adoption of the Annual Accounts.
| Agenda item 7: | Reappointment of Supervisory Board member Antoine Papiernik (voting item) |
It is proposed on the basis of the nomination by the Supervisory Board, within the meaning of article 20.4 of the articles of association of ProQR, to the General Meeting to reappoint Antoine Benjamin Papiernik as member of the Supervisory Board, with effect from the date of this General Meeting for a term of 4 years until the close of the AGM 2021.
Antoine Papiernik (age: 50) has served on our supervisory board since January 2014. Mr. Papiernik is managing partner at Sofinnova Partners, which he joined in 1997. Mr. Papiernik has been an initial investor and active board member in public companies like Actelion, Addex, Auris Medical, Orexo, NovusPharma (then sold to CTI), Movetis (then sold to Shire), Mainstay, Pixium and Stentys, which went public respectively on the Zurich Stock Exchange, the NASDAQ Global Market, the Stockholm Stock Exchange, the Milan Nuovo Mercato, the Belgium Stock Exchange, the Dublin Stock Exchange and EuroNext Paris, in Cotherix (initially NASDAQ listed, then sold to Actelion), Core Valve (sold to Medtronic), Fovea (sold to Sanofi Aventis) and Ethical Oncology Science (EOS, sold to ClovisOncology). Mr. Papiernik has also invested in and is a board member of private companies MD Start, ReCor, Shockwave Medical and Reflexion Medical. Mr. Papiernik has an MBA degree from the Wharton School of Business, University of Pennsylvania. We believe that Mr. Papiernik’s experience in the venture capital industry, particularly with biopharmaceutical companies, and his experience serving on the boards of directors of a number of biopharmaceutical companies provide him with the qualifications and skills to serve as member of our supervisory board.
Mr. Antoine Papiernik does not hold any shares or options in the Company. As a managing partner of Sofinnova Partners SAS, the management company of Sofinnova Capital VII FCPR, holder of 2,769,125 ordinary shares, Mr. Papiernik may be deemed to have share voting and investment power with respect to such shares.
In view of the way Mr Papiernik has performed his tasks in the Supervisory Board until now, the Supervisory Board believes Mr Papiernik to be a very valuable addition to the Supervisory Board.
| Agenda item 8: | Appointment Deloitte Accountants B.V. as the Company’s external auditor for the financial year 2018 (voting item) |
The General Meeting is, in principle, the corporate body authorized to annually appoint the external independent auditor for the audit of the Company’s annual accounts. In the 2016 AGM, the General Meeting appointed Deloitte Accountants B.V. as the external independent auditor for the audit of the Annual Accounts for the financial year 2017. The Audit Committee has assessed the performance of Deloitte Accountants B.V. as external independent auditor for the Company in 2016 and continuation of the appointment of Deloitte Accountants B.V. was recommended. As 2017 is the fifth year for which Deloitte Accountants B.V. is the auditor of the Company’s annual accounts, the current responsible partner at Deloitte Accountants B.V., mr. Pieter van de Goor, will be succeeded by ms. Ingrid Buitendijk.
It is proposed to appoint Deloitte Accountants B.V. as the external independent auditor for the audit of the Company’s annual accounts for the financial year 2018.
| Agenda item 9: | Delegation to the Management Board of the authority (i) to issue ordinary shares, (ii) to grant rights to subscribe for such shares and (iii) to limit and exclude pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares (voting item) |
Under Article 6 of the Articles of Association and Dutch law, the General Meeting may delegate to the Management Board the authority to resolve upon the issuance of ordinary shares, the granting of rights to subscribe for such shares and the limitation and exclusion of pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares. Such delegation shall only be valid for a specified period of not more than 5 years and may from time to time be extended by the General Meeting with a period of not more than 5 years.
In the 2014 Extraordinary General Meeting (“2014 EGM”), the General Meeting has delegated an authority to issue, briefly summarized, in total up to 45% of the issued share capital as at the time of the first issuance under the 2014 EGM authorization, consisting of sub-authorizations to issue up to 15% of the issued share capital for general purposes, up to 15% for strategic transactions and M&A purposes, and up to 15% for stock option plans. This delegation was effective as of, and for a period of 5 years from, the date of the 2014 EGM. In order to create greater flexibility for the Company to execute its long-term strategic plans, and to be able to respond optimally to arising opportunities, the Supervisory Board and the Management Board deem it desirable to make an amendment to this authorization. The proposal is set out in detail below, and entails the combination of the first two 15% components of the 2014 EGM authorization into one 30% authorization for general purposes and/or strategic transactions or M&A purposes, while retaining the 15% authorization for stock option purposes, provided that the authorization regards the issued share capital from time to time. In practice, this means that the cumulative limit of the authorization of 45% would be retained, while such new authorization gives the Company the desired flexibility to execute its long-term strategy and to rapidly respond to opportunities in the market.
It is therefore proposed to renew the authorisation and delegate to the Management Board the authority to resolve, subject to approval of the Supervisory Board, to, in accordance with applicable laws and NASDAQ listing rules: (a) issue of ordinary shares for general purposes and/or for mergers, demergers, acquisitions and other strategic transactions and alliances (or a combination thereof) up to 30% of the Company’s issued share capital, plus for issuance under stock option plans up to 15% of the Company’s issued share capital (minus any treasury shares), for a period of 5 years from the date of the resolution of the AGM; (b) grant rights to subscribe for ordinary shares as described under (a); and (c) limit or exclude the pre-emptive rights of holders of ordinary shares, for a period of 5 years from the date of the resolution of the AGM, which delegation shall include the authority to determine the price and further terms and conditions of any such share issuance or grant.
The words “issued share capital” means the Company’s issued share capital from time to time. For the avoidance of doubt, in the context of the 30% authorization for general purposes and/or for mergers, demergers, acquisitions and other strategic transactions and alliances (or a combination thereof) the issued share capital includes treasury shares, if any.
In case the AGM does not approve the proposed authorization, the authorization granted by the General Meeting in the 2014 EGM will remain in force.
| Agenda item 10: | Authorization of the Management Board to acquire ordinary shares in the capital of the Company (voting item) |
Under Article 10 of the articles of association of the Company and Dutch law, the Company may, subject to certain statutory Dutch law provisions, acquire for consideration and hold, hold as pledgee and/or hold through its subsidiaries, up to fifty percent (50%) of the Company’s issued share capital. Any acquisition of shares in the Company’s own capital for consideration is subject to the authorization of the General Meeting, which authorization shall be valid for no more than eighteen (18) months.
The General Meeting has granted the abovementioned authorization in the 2016 AGM, which authorization was effective as of, and for a period of eighteen months from the date of the 2016 AGM.
It is now proposed to authorize the Management Board to perform acquisitions by the Company of (i) up to 10% of the issued share capital of the Company plus, in case of a material reorganization of the capital structure of the Company, (ii) an additional 10% of the issued share capital of the Company, by any means, including through derivative products, purchases on any stock exchange, through any private purchase or block trade, or otherwise, for a price that is between 0.01 US Dollar and an amount which is not higher than 110% of the average market price of such ordinary shares on NASDAQ (with the market price deemed to be the average of the closing price on each of the five consecutive days of trading preceding the three trading days prior to the date of acquisition), for a period of eighteen (18) months with effect from the AGM.
The words “issued share capital” means the Company’s issued share capital from time to time. For the avoidance of doubt, the issued share capital includes treasury shares.
In case the AGM does not approve the proposed authorization, the authorization granted by the General Meeting in the 2016 AGM will remain in force.
The Management Board and the Supervisory Board
April 10, 2017
Exhibit 99.4
| 0 |
PROQR THERAPEUTICS N.V.
Proxy For Annual General Meeting of Shareholders
The undersigned,
| …………........................................................………........................................................………................................................(name) |
| …………........................................................………........................................................……….............................................(address) |
| …...............................................………........................................................………............................................(postal code and town) |
| .…………......................................................………........................................................……….............................................(country) |
| hereinafter referred to as the “Shareholder”, acting in his/her/its capacity of registered holder of ………........................................................ (number) of shares in the capital of ProQR Therapeutics N.V. (the “Company”),
hereby declares to grant a proxy to:
René Beukema, Zernikedreef 9, 2333 CK Leiden, the Netherlands, to represent the Shareholder at the AGM of the Company and to speak on behalf of the Shareholder and to vote on the shares in respect of the items on the agenda for the AGM, in the manner as set out below: |
| 1.1 | (Continued and to be signed on the reverse side.)
|
14475 |
2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PROQR THERAPEUTICS N.V.
May 10, 2017
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
i Please detach along perforated line and mail in the envelope provided. i
| ∎ | 00003333330300000000 7 | 051017 |
|
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ | ||||||||||||||
| Agenda Item:
|
FOR | AGAINST | ABSTAIN | |||||||||||
| 4. | Adoption of the annual accounts for the financial year 2016 | ☐ | ☐ | ☐ | ||||||||||
| 5. | Release from liability of the members of the Management Board with respect to the performance of their management during the financial year 2016 | ☐ | ☐ | ☐ | ||||||||||
| 6. | Release from liability of the members of the Supervisory Board with respect to the performance of their supervision during the financial year 2016 | ☐ | ☐ | ☐ | ||||||||||
| 7. | Reappointment of Supervisory Board member Antoine Papiernik | ☐ | ☐ | ☐ | ||||||||||
| 8. | Appointment Deloitte Accountants B.V. as the Company’s external auditor for the financial year 2018 | ☐ | ☐ | ☐ | ||||||||||
| 9. | Delegation to the Management Board of the authority (i) to issue ordinary shares, (ii) to grant rights to subscribe for such shares and (iii) to limit and exclude pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares | ☐ | ☐ | ☐ | ||||||||||
| 10. | Authorization of the Management Board to acquire ordinary shares in the capital of the Company
|
☐ | ☐ | ☐ | ||||||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
☐ |
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| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ∎
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| ∎ |
POWER OF ATTORNEY
AGM PROQR THERAPEUTICS N.V.
MAY 10, 2017
Note: If you hold your shares through a bank, a financial institution, or other financial intermediary, you are considered a “beneficial owner” and you should follow the instructions and use the voting instrument provided by the bank or intermediary, financial institution, account holder or other financial intermediary that holds your shares.
| Company: |
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(full name) | ||||
| a legal entity organized and existing under the laws of: |
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(country) | ||||
| with its corporate seat in: |
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(city) | ||||
| having its offices in: |
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(address) | ||||
OR
| Natural Person: |
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(full name) |
| having his or her address at |
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(address) |
| in: |
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(city, country) |
(the “Grantor”) herewith grants a power of attorney to (please check the box that is applicable):
| • |
|
(possibility to include name of authorized person) | ||
| • | Rene Beukema, managing director of ProQR (as defined below), | |||
to represent the Grantor, as shareholder of ProQR Therapeutics N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands (“ProQR”), with its corporate seat in Leiden, The Netherlands, with address Zernikedreef 9, 2333CK Leiden, The Netherlands, at the Annual General Meeting of Shareholders of ProQR to be held at the offices of Allen & Overy at Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on May 10, 2017 at 15:00 hrs. (CET) (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all meeting and voting rights attached to the shares in the capital of ProQR which were held by the Grantor at the record date of the General Meeting April 12, 2017 and (ii) to vote on all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:
| Agenda item 4 | Adoption of the annual accounts for the financial year 2016 |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 5 | Release from liability of the members of the Management Board with respect to the performance of their management during the financial year 2016 |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 6 | Release from liability of the members of the Supervisory Board with respect to the performance of their supervision during the financial year 2016 |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 7 | Composition Supervisory Board: reappointment of Supervisory Board member Antoine Papiernik |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 8 | Appointment Deloitte Accountants B.V. as the Company’s external auditor for the financial year 2018 |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 9 | Delegation to the Management Board of the authority (i) to issue ordinary shares, (ii) to grant rights to subscribe for such shares and (iii) to limit and exclude pre-emption rights in respect of any issue of ordinary shares or any granting of rights to subscribe for such shares |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
| Agenda item 10 | Authorization of the Management Board to acquire ordinary shares in the capital of the Company |
| # Shares |
For |
# Shares |
Against |
# Shares |
Abstain | |||||
| ☐ | ☐ | ☐ |
The person granted a power of attorney above hereinafter referred to as the “Attorney”.
The Attorney, if authorized pursuant to this power of attorney, may grant a power of attorney to another person employed by ProQR to perform, directly or indirectly, acts in Grantor’s name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.
The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.
Finally, the undersigned hereby represents and warrants having full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.
This power of attorney shall be governed by the laws of the Netherlands.
Signed in on , 2017.
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|
Please email a copy to:
ProQR Therapeutics N.V.
Attn. Investor Relations dept.
email:ir@proqr.com
Please mail the original power of attorney to:
ProQR Therapeutics N.V.
Attn. Investor Relations dept.
Zernikedreef 9
2333 CK Leiden
The Netherlands