Exhibit 3
VOTING PROXY
THE UNDERSIGNED
| Name | : |
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| Address | : |
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| acting on behalf of(only to be completed if relevant) | ||||
| Name | : |
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| Address | : |
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| (the “Shareholder”). | ||||
DECLARES AS FOLLOWS
| 1. | The Shareholder hereby registers for the extraordinary general meeting of shareholders of Merus N.V. to be held on December 31, 2019 (the “EGM”) and, for purposes of being represented at the EGM, grants a power of attorney to each civil law notary, candidate civil law notary and lawyer, working at NautaDutilh N.V. (the “Proxyholder”). |
| 2. | The scope of this power of attorney extends to the performance of the following acts on behalf of the Shareholder at the EGM: |
| a. | to exercise the voting rights of the Shareholder in accordance with paragraph 3 below; and |
| b. | to exercise any other right of the Shareholder which the Shareholder would be allowed to exercise at the EGM. |
| 3. | This power of attorney shall be used by the Proxyholder to exercise the Shareholder’s voting rights in the manner directed below. If no choice is specified in respect of the agenda item, the Proxyholder shall vote “FOR” such agenda item. |
| Agenda item | For | Against | Abstain | |||
| Appointment of Dr. S.A. Lundberg as executive director | ☐ | ☐ | ☐ |
| 4. | This power of attorney is granted with full power of substitution. |
| 5. | The relationship between the Shareholder and the Proxyholder under this power of attorney is governed exclusively by the laws of the Netherlands. |
-signature page follows -
Signature page to proxy
SIGN HERE
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Please return this signed proxy, which must be received no later than 17.00 p.m. (CET) on December 30, 2019, via regular mail ore-mail to:
NautaDutilh N.V.
c/o Mr. Koen Biesma
Beethovenstraat 400
1082 PR Amsterdam
the Netherlands
(A.Noordzij@merus.nl andKoen.Biesma@nautadutilh.com)
