uniQure N.V. (QURE)
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EGM 2021

Oct 21, 2021

Speaker 1

Hello and welcome to Unicare NVEGM twenty twenty one. Please note that today's meeting is being recorded. Also there will be forward looking statements made during this meeting which are subject to safe harbor as provided in the slide presentation. If any questions have been submitted prior to 6PM Eastern Standard Time on October 20, they will be addressed during the Q and A portion of this meeting. And the follow-up questions may be taken during the meeting.

Otherwise no questions will be taken during the meeting. It is now my pleasure to turn today's meeting over to David Meek, Chairman of the Board of Directors of Unicur. Mr. Meek, the floor is yours.

Speaker 2

Thank you. Good afternoon. My name is David Meek, Chairman of the Unicur's Board of Directors. And it's my pleasure to welcome you to this extraordinary general meeting of the shareholders of Unicur N. V.

The sole agenda item for today's meeting is the appointment of Rochelle Jacques as a nonexecutive director of Unicure N. V. Before proceeding to the business of the meeting, I would like to take a moment to introduce those who are participating in this meeting. Michelle Jacques, who has been nominated for appointment to the board of UniCure. Additionally in attendance is Matthew Kapusta, our chief executive officer and an executive member of the board of UniCure.

And we also had the following nonexecutive members of our board in attendance: Madhu Balanchadran, the chair of our compensation committee Robert Gott Jack Kaye, the chair of our audit committee Leonard Post, the chair of our research and development committee, and Jeremy Springhorn, the chair of our nominating and governance committee. Finally, we have several representatives of the company also attending today. David Servini, our chief legal officer, who will serve as secretary of this meeting, Chiara Lusso, our associate director of investor relations and communications, and Bart Krak, representing the Dutch notary firm of Holding, which is in Amsterdam, which has been retained by Unicur to assist with the voting and administration of today's meeting. This meeting is held in pursuant to the notice given to each shareholder of record at the close of business on 09/17/2021, when it was filed with the Securities and Exchange Commission in accordance with the Dutch legislation. We announced this meeting on Saturday, 09/18/2021, in the Dutch newspaper and on our Unicur website, www.unicur.com.

We are conducting this EGM virtually pursuant to the Dutch emergency legislation related to the COVID-nineteen pandemic, and the format will be similar to our annual general meeting of shareholders held last June. As with the AGM in June, shareholders are not attending in person and will not be able to vote their shares in real time. Instead, all voting was conducted in advance of the meeting. Relative to quorum, on behalf of the board of directors of Unicure, I would like to express my appreciation to all shareholders who returned their proxies and especially to our shareholders who have taken the time to join us today. There are 32,540,685 ordinary shares represented by proxy at this meeting, representing approximately 70.4% of the outstanding voting ordinary shares of Unicure.

This represents a quorum as required by the company's articles of association. To be counted as this AGM, the ordinary shares were required to be voted in advance of this meeting of the deadline, which was twelve noon, October 2021. Those who returned the proxy solicited by Unicure have authorized the person's name in the proxy, Matthew Kapusta, David Servini, and me to vote on the proposition coming before the meeting. Please note that unlike the forum of our previous in person meetings, if you have previously submitted a proxy, including over the Internet or by phone, your vote at this virtual meeting cannot be revoked at this time. Relative to shareholder questions, in the proxy materials, shareholders were invited to submit questions regarding the agenda items in advance of this meeting and no later than 11:59 a.

M. Central European Summertime on October 2021. However, we have not received any questions in advance of the meeting, and therefore, we will not be answering any questions at this meeting. Agenda item number two, voting proposal, which is the appointment of miss Rochelle Jacques as non executive director. Our second item on the agenda is the voting of the appointment of miss Rochelle Jacques as the nonexecutive director of the board based on the unanimous recommendation of the nominating corporate governance committee.

The Board has unanimously resolved to appoint Majak as non executive director of the Board effective as of the close of this meeting for a term ending at the end of the annual general meeting of shareholders of the company in 2024. Consistent with Dutch law and our articles of association, the resolution to appoint Mezhak is a binding nomination and will be adopted unless the shareholders resolve to overrule the nomination of the nonexecutive directors by at least a two third majority of the votes cast at this EGM, where such votes against the nomination represent at least half of the issued share capital of Unicure. This item is more fully described in our notice of extraordinary general meeting and proxy statement, copies of which have been made available via the company's website and the Computershare platform that we are using for this meeting. We believe that Michelle that, Rochelle Jacques will be a strong addition to our board. She has more than twenty five years of industry experience with strong global experience in strategic cross functional leadership roles spanning finance, business operations, manufacturing, and commercial, including the successful launches of several novel therapies for rare diseases.

Since February 2019, Ms. Jacques has been serving as a Chief Executive Officer of Encovant Therapeutics, focusing on the development of transformative regenerative therapies for rare diseases. From August 2017 to February 2019, she served as a senior vice president and global complement franchise head at Alexion Pharmaceuticals, where she was responsible for global franchise strategy development and execution across the therapeutic areas of hematology, nephrology, and neurology. From January 2016 to June 2017, she was vice president of US Hematology Marketing at Vaxalta Inc. And then Shire plc following the Shire's acquisition of Vaxalta in 2016.

From July 2015 to June 2016, she served as vice president of business operations at Vaxalta after a spin off from Baxter International. Ms. Schach held multiple leadership positions at Baxter, including vice president of finance, US bioscience business. Earlier in her career, served in various roles at Dow Corning Corporation, including operational management positions in The US, Europe, and China. Ms.

Jacque received her bachelor of arts degree in business administration from Alma College. She has also served as a financial auditor for Ernst and Young and Deloitte Ntuch. Since April 2019, Ms. Jacque has served on the board of directors of Corbus Pharmaceuticals. And from April 2020 to February 2021, she served on the board of directors of Viejo Bio.

She is co chair of the Alliance for Regenerative Medicine, or ARM, tissue engineering and biomaterials committee, and is a founding member of the ARM Action for Equality Task Force. If appointed, Ms. Jacques will also serve on the Audit Committee of our board. Details of her biography and equity holdings are listed in our proxy's recommendation and statement. The board believes that Mijak is highly qualified to serve on the board of directors as a nonexecutive director due to her extensive and broad experience in the biotechnology industry.

The board unanimously recommends Evoke for the appointment of Mishak as a nonexecutive director for a term ending its company's annual general meeting in 2022. We will now announce the voting instruction received for this proposal because all voting was conducted prior to this meeting. These instructions represent the final results for this proposal but are subject to verification and certification by mister Crock who is serving as notary for this meeting. David? In accordance with all received voting instructions and pending certification of the vote, there are 32,430,294 votes for, 102,993 votes against, and 7,398 votes abstained.

There were no noncast or uncast votes for the proposal. Therefore, the proposal is adopted. Thank you, Dave. With that, and on behalf of all of the directors of Municher, I would like to welcome Ms. Schacht to the board for item number three, any other business that comes properly before the meeting.

The voting is now completed, and we did not receive any questions from shareholders prior to the meeting. Thus, there is no further business before this meeting. In the closing of the meeting, following this meeting, the secretary will complete the count of the proxies, including examination of all proxies for valid validity, and we will report the final result to the voting. The meeting is concluded. I would like to thank you all for attending.

I now turn the meeting back to the operator.

Speaker 1

Thank you. Ladies and gentlemen, this concludes the meeting. You may now disconnect.

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