The Stichting Continuity ProQR Therapeutics (referred to as the “Protection Foundation”) is a Dutch foundation ( stichting) that was established in 2014. The Protection Foundation was set-up as an anti-takeover measure in the framework of the initial public offering of ordinary share of ProQR Therapeutics N.V. (referred to as “ProQR”) at Nasdaq Global Market (ticker: $PRQR). See listing prospectus page 12.
The Protection Foundation’s articles of association provide that it will act to promote and protect the best interests of ProQR, our business and our stakeholders by opposing any influences that conflict with these interests and threaten to undermine our strategy, continuity, independence and identity. These influences may include a third-party acquiring a significant percentage of ProQR’s ordinary shares, the announcement of a public offer for ordinary shares of ProQR, other concentration of control over ProQR’s ordinary shares or any other form of pressure on ProQR to alter our strategic policies.
The Protection Foundation and its board are independent from ProQR and its stakeholders and subsidiaries.
ProQR and the Protection Foundation have entered into a Call Option Agreement, in which a perpetual and repeatedly exercisable call option is granted to the Protection Foundation. The call option confers on the Protection Foundation the right to acquire, under certain conditions, a number of preferred shares being the lesser of (i) the total number of issued ordinary shares minus any preferred shares already held, or (ii) the maximum number of authorized preferred shares. The Protection Foundation independently decides whether or not, or when, to exercise the call option.
Since the voting rights of ProQR shares are based on nominal value and as ProQR shares usually trade substantially in excess of nominal value, the Protection Foundation can obtain significant voting power for a substantially reduced price. Hence, after exercise of the call option, the Protection Foundation may hold significant voting power in general shareholder meetings of ProQR. The Protection Foundation may use such voting rights to protect the interests of ProQR, of the business connected with it, and of its stakeholders, including patient populations that may benefit from ProQR’s pipeline products. Upon exercise of the call option, the preferred shares will be issued to the Protection Foundation for their nominal value, of which at least 25% will be due upon issuance. Alternatively the shares may be issued by crediting the nominal amount against available reserves of ProQR.
The statutory objects of the Protection Foundation are to promote and protect the interests of ProQR, of the business connected with it, and of its stakeholders, including patient populations that may benefit from ProQR’s pipeline products, and repressing influences which could threaten the strategy, continuity, independence and/or identity of ProQR or the business connected with it to such an extent that this could be considered to be contrary to the aforementioned interests.
The board of the Protection Foundation will exercise the voting rights it acquires upon exercise of the call option in a reasonable and proportionate manner to promote the sustainable success of ProQR taking into account the interests of all stakeholders, and will not hold the preferred shares for a longer period than reasonably required against an existing threat.
The board of the Protection Foundation consists of the following persons:
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2012 – 2015
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Member of the Management Board at SBM Offshore N.V. |
| 1999 – 2009 | Corporate and M&A lawyer at Allen & Overy LLP, Senior Partner, Board member and Head of the global Corporate Practice |
| 1987 – 1999 | Partner at Loeff Claeys Verbeke |
| 1981 – 1987 | Associate and Partner at Graham & James |
| 1978 – 1981 | Company Secretary KNSM Group N.V. |
| 2015 – present | Member of the Supervisory Board at SBM Offshore N.V. |
| 2012 – present | Chairman of the Supervisory Board at Wavin N.V. |
| 2017 – present | Member of the Supervisory Board at VolkerWessels N.V. |
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2009 – present
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Managing Director of Zadelhoff |
| 2003 – 2009 | Director at Kempen & Co. |
| 1999 – 2003 | Director at S&F Group |
| 1992 – 1999 | Engagement Manager at McKinsey & Company |
| 2016 – present | Chairman of the Supervisory Board of the Rembrandthuis Museum |
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2018 – present
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Chairman of the Supervisory Board Ahold Delhaize |
| 2016 – 2018 | Member of the Supervisory Board Ahold Delhaize |
| 2013 – 2016 | Chairman of the Supervisory Board Ahold |
| 2018 – present | Member of the Supervisory Board Proteonic |
| 2017 – present | Member of the Supervisory Board VolkerWessels |
| 2014 – 2018 | Chairman Supervisory Committee Tilburg University |
| 2012 – 2016 | Member of the Supervisory Board at PSV |
| 2014 – 2015 | CEO at KPMG Netherlands |
| 2009 – 2013 | CEO at ING |
| 2006 – 2009 | Chairman, Reed Elsevier |
| 1998 – 2009 | Member of the Supervisory Board TNT |
| 2005 – 2008 | Member of the Supervisory Board Campina |
| 2005 – 2008 | Member of the Supervisory Board ING |
| 1999 – 2007 | Chairman Supervisory Committee University Hospital Maastricht |
| 1997 – 2005 | Vice-President and CFO Philips Electronics |
You can contact us by email via: pderidders@proqr.com