Kiniksa Pharmaceuticals International, plc

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This summary highlights information contained elsewhere in this proxy statement and does not contain all of the important information that you should consider. As such, you should read the entire proxy statement carefully before voting.

Information about our 2024 Annual Meeting of Shareholders

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Information about our Special Court-Ordered Meeting of Shareholders

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Purpose of the Annual Meeting

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The proposals to be considered and acted upon at the Annual Meeting are described in more detail in this proxy statement and are as follows:

➊

To elect Felix J. Baker, Ph.D., Tracey L. McCain and Kimberly J. Popovits as Class III Directors to serve on the Board of Directors until the 2027 Annual Meeting of Shareholders, and until their respective successors have been duly elected and qualified.

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➋

To approve the appointment of PwC as our auditor until the close of our next Annual Meeting of Shareholders, to delegate our Board of Directors, through our Audit Committee, the authority to set the auditor’s remuneration for such period, and to ratify the appointment of PwC, as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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➌

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➍

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

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Purpose of the Redomiciliation Meeting

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The proposals to be considered and acted upon at the Redomiciliation Meeting are described in more detail in this proxy statement and are as follows:

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To approve the Scheme of Arrangement attached as Annex A to this proxy statement between Kiniksa Bermuda and its shareholders.

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To approve a motion to adjourn 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 Redomiciliation Meeting.

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If the Scheme of Arrangement becomes effective, it will result in the Redomiciliation pursuant to which (i) each holder of Kiniksa Bermuda Class A common shares, par value of $0.000273235 per share

(the “Class A Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class A ordinary shares, nominal value of $0.000273235 in the capital of Kiniksa Pharmaceuticals International, plc (“New Kiniksa”), a public limited company organized under the laws of England and Wales and newly-created subsidiary of Kiniksa Bermuda (“Class A Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class A Shares; (ii) each holder of Kiniksa Bermuda Class A1 shares, par value $0.000273235 per share (the “Class A1 Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class A1 ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class A1 Ordinary Shares”), on a one-for-one basis in respect of such outstanding Class A1 Shares; (iii) each holder of Kiniksa Bermuda Class B shares, par value $0.000273235 per share (the “Class B Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class B ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class B Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class B Shares; and (iv) each holder of Kiniksa Bermuda Class B1 shares, par value $0.000273235 per share (the “Class B1 Shares;” together with the Class A Shares, the Class A1 Shares and the Class B Shares, the “Common Shares”) issued and outstanding immediately before the Redomiciliation is effected will receive class B1 ordinary shares, nominal value of $0.000273235 in the capital of New Kiniksa (“Class B1 Ordinary Shares;” together with the Class A Ordinary Shares, Class A1 Ordinary Shares and Class B Ordinary Shares, the “New Kiniksa Shares”) and, on a one-for-one basis in respect of such issued and outstanding Class B1 Shares; (v) Kiniksa Bermuda will issue one Class A Share to New Kiniksa (the “New Kiniksa Common Share”); (vi) all of the Common Shares in Kiniksa Bermuda save for the New Kiniksa Common Share will be cancelled; and (vii) Kiniksa Bermuda undertakes to transfer all of its right, title and interest in its assets and assign or novate (as the case may be) all of its liabilities (if any) to New Kiniksa. If the Scheme of Arrangement becomes effective, the shareholders of Kiniksa Bermuda will become shareholders of New Kiniksa and New Kiniksa will become the ultimate parent and holding company of Kiniksa.

Corporate Governance Highlights

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We maintain corporate governance guidelines (the “Corporate Governance Guidelines”) that set forth a flexible framework with which the Board, assisted by its Committees, exercises its responsibilities. The Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee from time to time as appropriate and are subject to change. Listed below are some of our corporate governance practices designed to align with the needs of Kiniksa Bermuda for the benefit of our shareholders.

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What We Do

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8 Independent Directors out of 9 Directors

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Separate Lead Independent Director and Chairman of the Board Roles

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100% Independent Board Committees

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Diversity of Background and Perspective on our Board, including Age, Gender, Race, Place of Residence and Experience

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Regular Executive Sessions of Independent Directors

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Risk Oversight by the Board and Board Committees

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Board and Committee Self-Evaluations

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Access to Executives, Other Employees and Advisors

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Executive Compensation Highlights

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Our Compensation Committee, which reviews our compensation programs, practices and policies, is committed to effective compensation governance. Listed below are some of the executive compensation practices and policies designed to drive performance, mitigate against undue risk and to align the interests of our executives and other employees with those of our shareholders.

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What We Do

✓

Provide a Mix of Fixed and Variable Compensation, with Emphasis on Variable Compensation

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Provide a Mix of Annual- and Long-Term Incentive Compensation, with Emphasis on Long-Term Incentive Compensation

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Engage Independent Compensation Consultants

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Design Compensation Programs to Have a Strong Link Between Performance Measures and Strategic Objectives

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Utilize Competitive Market Data and a Compensation Peer Group

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Maintain Policy Prohibiting Hedging and Pledging

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What We Don’t Do

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No Excise Tax Gross-Ups in Existing Agreements

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No Pension or Executive Retirement Plans

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No Automatic Single Trigger Equity Acceleration on Change of Control

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No Repricing or Cash Buyouts of Underwater Options Without Shareholder Approval

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No Discount Share Options

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No Excessive Perquisites

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