Prothena Corporation plc
Prothena Corp plc (Form: DEFA14A, Received: 04/10/2013 16:26:22)





Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



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* MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4 PROTHENA CORPORATION PLC Form of Direction - Annual General Meeting to be held on 22 May 2013 Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 1. Please indicate, by placing ‘X’ in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Proposals. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, then votes will lodged as “For” all Proposals. 2. The ‘Vote Abstain’ option overleaf is provided to enable you to abstain on any particular Proposal. However, it should be noted that a ‘Vote Abstain’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Proposal. 3. Any alterations made in this form should be initialled. 4. The completion and return of this form will not preclude a member from attending the meeting and voting in person. Should the holder, or a representative of that holder, wish to attend the meeting and/or vote at the meeting, they must notify the Registrar by 17 May 2013 at 4:00pm in writing or email at 5. Only holders of record at the close of business on the Record Date of 25 March 2013 will be entitled to vote at the Annual Meeting. 6. The Irish Statutory Accounts will be available to view on or before 30 April 2013 at 7. Should you require a printed copy of the Form 10-K, Notice, Proxy Statement and Irish Statutory Accounts, please contact the Registrar in writing, alternatively ring +44 (0)871 495 0107. To be effective, all forms of direction must be lodged with the Company’s registrars using the Reply Paid Envelope provided or mail to: c/o Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 by 17 May 2013 at 4.00pm. View the Form 10-K, Notice & Proxy Statement online at: Cast your Direction online... It’s fast, easy and secure! You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY Register at - manage your shareholding online! PIN: 1245 SRN: C0000000000 Control Number: 911750 -1_52793_MAIL/000001/000001/SG151/i *00000101010000* 000001


Form of Direction Please use a black pen. Mark with an X inside the box as shown in this example. I/We hereby instruct the Custodian “Computershare Trust Company NA (‘CTCNA’)”, to vote on my/our behalf at the the Annual General Meeting of Prothena Corporation PLC to be held at Four Seasons Hotel Dublin, Simmonscourt Road, Dublin 4, Ireland, on 22 May 2013 at 8.00 am, and at any adjournment or postponement therefore. Signature Date In the case of joint holders, only one holder need sign. In the case of a corporation, the Form of Direction should be signed by a duly authorised official whose capacity should be stated, or by an attorney. C0000000000 Election of Directors : Nominees For Against Abstain 1a Dr. Lars Ekman 1b Dr. Christopher Henney 2 To ratify, in a non-binding vote, the selection, by the Audit Committee of the Board of Directors, of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013 and to authorize, in a binding vote, the Audit Committee to determine the auditors’ remuneration. H 8 9 3 0 1 P C P THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE FOLLOWING PROPOSALS