Kiadis EGM adopts all resolutions related to the recommended public offer by Sanofi

This is a press release by Kiadis Pharma N.V. (“Kiadis”) in connection with the public offer by Sanofi Foreign Participations B.V. (“the Offeror”), a wholly owned subsidiary of Sanofi (“Sanofi”), for all the issued and outstanding ordinary shares in the capital of Kiadis launched on February 12, 2021 (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) on February 10, 2021 and recognized by the Belgian Authority for the Financial Markets (Autoriteit voor Financiële Diensten en Markten) on February 11, 2021 (the “Offer Memorandum”). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalized terms used but not defined in this press release will have the meaning given thereto in the Offer Memorandum.

Kiadis EGM adopts all resolutions related to the
recommended public offer by Sanofi

Amsterdam, The Netherlands, March 30, 2021 – Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS) announces that all resolutions related to the recommended public offer by Sanofi have been adopted at the extraordinary general meeting of shareholders (the “EGM”) held today.

Arthur Lahr, CEO of Kiadis, commented: “The adoption of all resolutions at today’s EGM is an important next step in the Offer process, both for Kiadis and Sanofi. The minimum acceptance level threshold has now been lowered to 80%. While the Acceptance Period continues until April 12, 2021, Kiadis and Sanofi will continue to work constructively together to satisfy the remaining Offer conditions.”

The following resolutions were all adopted at the EGM:

• Conditional amendment of the articles of association of Kiadis (following Settlement);
• Conditional amendment of the articles of association of Kiadis (following delisting);
• Conditional appointment of Mr. Frank Nestle, Mr. Kripa Ram and Mr. Jérémie Girard as new members of the Kiadis Supervisory Board as of Settlement;
• Re-appointment of Mr. Arthur Lahr as a member of the Kiadis Management Board;
• Conditional appointment of Ms. Marion Zerlin as a member of the Kiadis Management Board as of Settlement;
• Discharge of each member of the Kiadis Management Board and the Kiadis Supervisory Board;
• Conditional full and final discharge of Messrs. Martijn Kleijwegt, Berndt Modig, Otto Schwarz and Subhanu Saxena, members of the Kiadis Supervisory Board; and
• The Post-Offering Restructuring, being (i) the approval of the resolution of the Kiadis Management Board to pursue the Asset Sale and (ii) subject to completion of the Asset Sale, to dissolve Kiadis, (iii) the appointment of Stichting Liquidator Kiadis as the liquidator of Kiadis, (iv) the approval of the reimbursement of the liquidator’s reasonable salary and costs and (v) the appointment of Sanofi S.A. as the custodian of Kiadis’ books and records following its dissolution.

Because the Post-Offer Restructuring Resolution has been adopted, the minimum acceptance level threshold has been lowered from 95% to 80%. Reference is made to Section 6.6(a)(i) of the Offer Memorandum.