Corporate Governance

We believe that our assets hold tremendous promise for many people suffering from serious diseases. This means investing in growth and finding a good balance between short-term and long-term interests. It also means that we take into account the interests of our employees, shareholders, business partners, patient groups and of course the environment in which we live.

Code of Conduct Amsterdam Molecular Therapeutics (AMT) Holding N.V. (“AMT”)

Our commitment to integrity

1. Introduction

AMT endeavors to carry out its business fairly and honestly, at the same time taking into account the interests of all those who may in any way be affected by its activities. Our good reputation is of enormous importance, just as valuable as our employees, our products and our services.

AMT is a world leader in gene therapy, and we believe our assets hold tremendous promise for many people suffering from serious diseases. This means investing in growth and finding a good balance between short-term and long-term interests. It also means that we take into account the interests of our employees, shareholders, business partners, patient groups and of course the environment in which we live.

AMT endeavors as a business to maintain the highest standards of ethical and social responsibility, which we believe is fundamental to our continued success and future development. These standards are expressed in a set of general principles as contained in this Code of Conduct.

The Code is designed to help the directors and employees (hereinafter jointly referred to as “employees”) of AMT and its subsidiaries behave in accordance with these standards.  It is not intended as a prescriptive rule book to cover all situations which may arise, but operates as a guide that informs and determines the spirit in which we approach our daily activities. It needs to be something that is embedded role in our daily business activities, and each and every one of us needs to embrace this code of conduct in both letter and spirit.

2. Observing laws and regulations

Our activities are carried out on a foundation of honesty, integrity and openness and with due respect for the interests of our employees and the rest of society.

Likewise, we will respect the legitimate interests of all those we interact with. Therefore AMT requires of itself and its employees that they show unremitting respect for all laws and other regulations under which AMT operates, and that they act at all times according to the letter and spirit in which such laws and regulations are written.

3. Environment

AMT is dedicated to operating in a sustainable manner and to always look for opportunities for improving business operations in the light of this principle. As part of this, AMT aims to evaluate short term and long term interests in order to best be able to contribute to a sustainable environment.

4. AMT and its employees

AMT strives for a diverse workforce, in an environment where people treat each other with trust and respect, and where every member feels a sense of responsibility for the results and reputation of the business.

We will recruit and employ people solely on the basis of the capacities and skills required for the work which needs to be carried out. Likewise, employees will be promoted solely according to their capacities, skills and results attained in the light of the work which has been, or needs to be, carried out.

We will continue to ensure safe and good working conditions for all our employees. We also continue to work together with our employees to develop and increase their skills and capacities, to respect their human rights, and to provide them with good and safe working conditions.

We ensure good communications with our employees by means of information and consultations at corporate level.

5. Supply of complete and truthful information and handling confidential information

AMT requires of its employees that they, in all their written and verbal contacts, both internal and external, at all times provide complete and truthful information, and do not make any misleading statements. Also, AMT ensures its employees should always be aware of the fact that all confidential business information is the property of AMT, its partners, potential partners, patients or other bodies, and that such information requires protection.

All employees are expected to treat all information which they may acquire, during or as a result of their working activities, in a confidential manner.

6. Avoiding insider trading, conflicts of interests and personal gain

AMT requires all its employees to act in accordance with the “Internal Code on Inside Information” and insists on their acknowledgment of this by signing the Internal Code. For this reason the “Internal Code on Inside Information” forms an integral part of this Code of Conduct.

AMT expects of all its employees that they do not carry out any personal activities and/or have any financial interests which are or could be in conflict with their responsibilities towards AMT, its partners, patients or other bodies.

AMT does not permit its employees to pursue personal gain based on information obtained or obtainable within AMT.

Neither does AMT permit its employees to enter into activities that are competitive with AMT or its partners in any way.

7. Honest conduct and protection and proper use of company property

We are committed to operating with honesty, integrity and in good conscience while carrying out our activities. We treat all company property with due care and attention and only use them for the purpose for which they are meant, and not for private purposes.

8. Reporting of actions which are in violation of the Code of Conduct

AMT expects its employees to report, if necessary anonymously, any violations of this Code of Conduct to their direct superiors or the person assigned by AMT for this purpose. AMT has defined a procedure for this: the “Whistleblowers’ procedure of AMT N.V.” which forms a part of this Code of Conduct.

9. Publication of the Code of Conduct and related documents

AMT has published this Code of Conduct and all related documents on its intranet, and ensures such publication is updated for any amendments made to such documents. AMT expects all its employees to refer to the Code of Conduct and all related documents on a regular basis, to ensure that they are kept up to date with the contents of this Code of Conduct, and takes steps to ensure that this forms a part of all employees’ ongoing training and development.

Supervisory Board

AMT has a so-called two tier governance structure in which the executive and supervisory responsibilities are separated.

In executing their supervisory role the members of the supervisory board must be guided by the best interests of the company and all its stakeholders. The management board and the supervisory board shall report to the Annual General Meeting of Shareholders on AMT’s performance and the Company's compliance with the Corporate Governance Code.

Web Links

Supervisory Board Regulations

Audit Committee Regulations

Remuneration Committee Regulations

Supervisory Board Members

Supervisory Board Committee

 

Executive Management

AMT has a seasoned leadership team, led by
Chief Executive Officer Jörn Aldag.

Executive Board Regulations

Whistle Blowers Procedure

Articles of Association

Statuten (Dutch)

DISCLAIMER – IMPORTANT

THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY AMSTERDAM MOLECULAR THERAPEUTICS (AMT) HOLDING N.V. IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Please read this notice carefully - it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Non-Dutch persons

Viewing the materials made available on this website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to access such materials. Any person resident outside the Netherlands who wishes to access these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

The materials made available on this website do not contain, constitute or form part of, and should not be construed as, an offer, or the invitation or solicitation to subscribe for or purchase any securities ("Securities") mentioned in the materials and nothing contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever.

The Securities have not been (nor will be) registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

No Securities will be offered or allotted directly or indirectly into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, unless an exemption from registration under the US Securities Act, is available. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of materials made available on this website and any related documents will not and must not be mailed or otherwise transmitted, distributed or forwarded in or into the United States.

The materials contained herein have not been submitted to or reviewed by the US Securities and Exchange Commission (the "SEC") or any state securities commission of any other jurisdiction, and neither the SEC nor any such state securities commission of any other jurisdiction has (a) approved or disapproved, (b) passed upon the merits or fairness of, or (c) passed upon the adequacy or accuracy of the disclosure of any materials contained herein. Any representation to the contrary is a criminal offence in the United States.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to these materials is being made available on this webpage by Amsterdam Molecular Therapeutics (AMT) Holding N.V. in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Amsterdam Molecular Therapeutics (AMT) Holding N.V. that they are doing so for information purposes only.

Neither any press announcement nor any other document made available on this website constitutes an offer to sell, an invitation to induce an offer or the solicitation of an offer to acquire, Securities in Amsterdam Molecular Therapeutics (AMT) Holding N.V. or Kairos Therapeutics B.V. and cannot be relied upon for any investment contract or decision. Furthermore, such documents do not constitute a recommendation by Amsterdam Molecular Therapeutics (AMT) Holding N.V. or any other party to sell or buy Securities.

Unless otherwise determined by Amsterdam Molecular Therapeutics (AMT) Holding N.V. and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States or any other jurisdiction where their extension or availability (and/or any transaction contemplated thereby) would breach any applicable law, and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into the United States or any other jurisdiction where to do so would breach any applicable law.

Confirmation of understanding and acceptance of disclaimer

I certify that I am not located in the United States or any other jurisdiction where the release, publication or distribution of these materials would be unlawful.

I have read and understood the disclaimer set out above and agree to be bound by its terms.

I confirm that I am permitted under applicable law and regulation to proceed to the electronic versions of these materials and receive information of the kind contained in this website.

DISCLAIMER – IMPORTANT

THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY AMSTERDAM MOLECULAR THERAPEUTICS (AMT) HOLDING N.V. IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Please read this notice carefully - it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

Non-Dutch persons

Viewing the materials made available on this website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to access such materials. Any person resident outside the Netherlands who wishes to access these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

The materials made available on this website do not contain, constitute or form part of, and should not be construed as, an offer, or the invitation or solicitation to subscribe for or purchase any securities ("Securities") mentioned in the materials and nothing contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever.

The Securities have not been (nor will be) registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, taken up, exercised, renounced, transferred or delivered, directly or indirectly except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

No Securities will be offered or allotted directly or indirectly into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, unless an exemption from registration under the US Securities Act, is available. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of materials made available on this website and any related documents will not and must not be mailed or otherwise transmitted, distributed or forwarded in or into the United States.

The materials contained herein have not been submitted to or reviewed by the US Securities and Exchange Commission (the "SEC") or any state securities commission of any other jurisdiction, and neither the SEC nor any such state securities commission of any other jurisdiction has (a) approved or disapproved, (b) passed upon the merits or fairness of, or (c) passed upon the adequacy or accuracy of the disclosure of any materials contained herein. Any representation to the contrary is a criminal offence in the United States.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to these materials is being made available on this webpage by Amsterdam Molecular Therapeutics (AMT) Holding N.V. in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Amsterdam Molecular Therapeutics (AMT) Holding N.V. that they are doing so for information purposes only.

Neither any press announcement nor any other document made available on this website constitutes an offer to sell, an invitation to induce an offer or the solicitation of an offer to acquire, Securities in Amsterdam Molecular Therapeutics (AMT) Holding N.V. or Kairos Therapeutics B.V. and cannot be relied upon for any investment contract or decision. Furthermore, such documents do not constitute a recommendation by Amsterdam Molecular Therapeutics (AMT) Holding N.V. or any other party to sell or buy Securities.

Unless otherwise determined by Amsterdam Molecular Therapeutics (AMT) Holding N.V. and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States or any other jurisdiction where their extension or availability (and/or any transaction contemplated thereby) would breach any applicable law, and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into the United States or any other jurisdiction where to do so would breach any applicable law.

Confirmation of understanding and acceptance of disclaimer

I certify that I am not located in the United States or any other jurisdiction where the release, publication or distribution of these materials would be unlawful.

I have read and understood the disclaimer set out above and agree to be bound by its terms.

I confirm that I am permitted under applicable law and regulation to proceed to the electronic versions of these materials and receive information of the kind contained in this website.