Prothena Corporation Plc · NASDAQ:PRTA
Prothena — Prothena Corp Public — Shareholder Meeting (April 2022)
16 slides from Prothena's shareholder meeting presentation, Apr 25, 2022
Slide 1: Prothena Corporation plc Annual General Meeting of Shareholders May 17, 2022
Prothena Corporation plc Annual General Meeting of Shareholders May 17, 2022
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements. These statements relate to, among other things, Prothena’s growth strategy and the way Prothena intends to advance its business and increase shareholder value and Prothena’s ability to raise capital through issuances o
Slide 3: About Prothena
ofprothena About Prothena
Slide 4: We Are a Late-Stage Clinical Biotechnology Company with Significant Future Capital Needs
We Are a Late-Stage Clinical Biotechnology Company with Significant Future Capital Needs We are a global, late-stage clinical biotechnology company establishing fully-integrated research, development, and commercial capabilities With multiple programs in development, we are pioneering protein dysreg
Slide 5: We are Listed in the U.S. and Incorporated in Ireland
We are Listed in the U.S. and Incorporated in Ireland Prothena is a “spin-off” from Elan Corporation, plc – an Irish company founded in 1969 Both Prothena and Elan were founded as Irish companies – neither became an Irish company through an “inversion” Since we were “spun out” in December 2012, our
Slide 6: What it Means to be Listed Exclusively in the U.S. and Incorporated in Ireland
What it Means to be Listed Exclusively in the U.S. and Incorporated in Ireland Because we are incorporated in Ireland, we follow Irish corporate law Because our ordinary shares are listed exclusively in the U.S. and the U.S. capital markets are the sole capital markets for our ordinary shares: We fo
Slide 7: About Proposals 6, 7, and 8
ofprothena About Proposals 6, 7, and 8
Slide 8: What are Proposals 6 and 7?
What are Proposals 6 and 7? Under Irish law, our Board must be authorized by shareholders both (1) to issue any shares and (2) to issue those shares for cash without first offering those shares on the same or more favorable terms to our existing shareholders on a pro-rata basis (referred to as the s
Slide 9: Why Proposals 6 and 7 are Important and Why You Should Vote FOR Both
Why Proposals 6 and 7 are Important and Why You Should Vote “FOR” Both Renewal of our Board’s current share issuance authorities is fundamental to the way we intend to advance our business and increase shareholder value – which depends on our ability to efficiently raise capital Proposals 6 and 7 ar
Slide 10: Why Proposals 6 and 7 are Important and Why You Should Vote FOR Both (continued)
Why Proposals 6 and 7 are Important and Why You Should Vote “FOR” Both (continued) Renewing our Board’s share issuance authorities will allow us to continue to execute on our business and growth strategy without competitive disadvantage – i.e., on an equal footing with our peer companies that are U.
Slide 11: We Believe Our Board Has Responsibly Used Its Current Share Issuance Authorities
We Believe Our Board Has Responsibly Used Its Current Share Issuance Authorities We believe that we have made significant progress in executing on our business plans and long-term strategy, while also creating value for our shareholders Our Board has been deliberately disciplined in authorizing shar
Slide 12: What if Proposals 6 and 7 are Not Approved?
What if Proposals 6 and 7 are Not Approved? If Proposals 6 and 7 are not approved, our Board’s current share issuance authorities – that have been in place since our formation and were renewed at the Annual General Meeting on May 17, 2017 – will expire on May 17, 2022 If Proposal 6 is not approved,
Slide 13: Why Proposal 8 is on the Agenda and Why You Should Vote FOR Proposal 8
Why Proposal 8 is on the Agenda and Why You Should Vote “FOR” Proposal 8 Proposal 7 – to renew our directors’ authority to issue shares for cash without first offering shares to existing shareholders – is a special resolution under Irish law requiring an affirmative vote of 75% of the votes cast on
Slide 14: Other Proposals
Other Proposals Election of directors (Proposal 1) Ratification, in a non-binding vote, of KPMG’s appointment and authorization, in a binding vote, to approve its remuneration (Proposal 2) Approval, in non-binding advisory vote, of executive officer compensation – “say-on-pay” (Proposal 3) Frequency
Slide 15: Annual General Meeting Details
Annual General Meeting Details
Slide 16: We Value Your Support at our Annual General Meeting
We Value Your Support at our Annual General Meeting Our Annual General Meeting will be held on May 17, 2022 Our Board of Directors recommends that you vote: “FOR” each of the director nominees in Proposal 1 “FOR” each of the other Proposals 2, 3, 5, 6, 7, 8 “ONE YEAR” for Proposal 4 Your vote is imp
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