Kiniksa Pharmaceuticals International, plc

​

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, however, the proxy holders named on Kiniksa Bermuda’s proxy card will vote your shares in accordance with their discretion.

At the Redomiciliation Meeting, the Redomiciliation Meeting Shareholders will be asked:

➊

To approve the Scheme of Arrangement (Redomiciliation Proposal No. 1); and

​

➋

To approve the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Proposal No. 2).

​

Recommendations of the Board

​

At the Annual Meeting, the Board of Directors unanimously recommends that you vote your shares as indicated below.

➊

FOR the election of each of the nominees of the Board of Directors (Annual Meeting Proposal No. 1);

​

➋

FOR the approval of the appointment of PwC, a Registered Public Accounting Firm, as independent auditors of Kiniksa Bermuda for the year ending December 31, 2024, and to authorize the Board of Directors to determine the auditors’ remuneration (Annual Meeting Proposal No. 2); and

​

➌

​

At the Redomiciliation Meeting, the Board of Directors unanimously recommends that you vote your shares as indicated below.

➊

​

➋

FOR the adjournment of the Redomiciliation Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the Scheme of Arrangement at the time of the meeting (Redomiciliation Meeting Proposal No. 2).

​

Information About this Proxy Statement

​

Why you received this proxy statement. You are viewing or received this proxy statement and the other proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting and Redomiciliation Meeting, as applicable. This proxy statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and Kiniksa’s Annual Report on Form 10-K (“Annual Report”) available to our shareholders electronically via the Internet. On or about April 23, 2024, we mailed notices of Internet Availability of Proxy Materials (each, an “Internet Notice”) to our Annual Meeting Shareholders and Redomiciliation Meeting Shareholders containing instructions on how to access this proxy statement and our Annual Report and on how to vote. If you receive an Internet Notice by mail, you will not receive a printed copy of our proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review this proxy statement and our Annual Report and how you can submit your proxies over the Internet. If you receive an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials in the Internet Notice.

Printed Copies of Our Proxy Materials. If you receive printed copies of our proxy materials, then instructions regarding how you can vote are on Kiniksa Bermuda’s proxy cards included in the materials.