Expert Corporate Governance Service (ECGS)
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Argenx - EGM 25 November 2019

In general, Argenx is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting.

Under ITEM 3, the board of directors seeks approval to amend the Company’s stock option plan ("the Plan"). Although ECGS has no (major) concerns over the proposed amendments, it notes that Plan allows for a (potential) aggregate capital increase of 14.5% of the Company’s issued share capital, which exceeds ECGS’guidelines. In addition, ECGS considers the vesting period for time vesting awards (of between 1 and 3 years) too short. Based on the above, ECGS recommends to vote OPPOSE.

Under ITEM 4, the board of directors seeks authorisation to grant stock options under Argenx' stock option plan. In ECGS’view, this is an enabling resolution of the stock option plan under ITEM 3 above. Since ECGS does not approve of the Plan it does NOT agree with the corresponding grant of stock options under the Plan either. Accordingly, ECGS recommends to vote OPPOSE.

Argenx S.E

Argenx N.V. is a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer. Utilizing its suite of differentiated technologies, Co. is focused on developing product candidates with the potential to be either first-in-class against novel targets or best-in-class against known, but complex, targets in order to treat diseases with a significant unmet medical need.


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