ANNUAL GENERAL MEETING
OF ARGENX SE
On May 8, 2018, argenx SE (the “Company”) held its Annual General Meeting. The meeting minutes and other documentation pertaining to this Shareholders’ Meeting can be consulted on the Company’s website. The final results of each of the agenda items submitted to a vote of the shareholders are set forth below.
4. Discussion and adoption of the 2017 annual report and annual accounts:
4b. Adoption of the 2016 annual accounts
The Company’s shareholders adopted the non-consolidated annual accounts of the Company for the year ended on December 31, 2017.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,685 |
|
Votes against |
| 300 |
|
Abstained |
| 35,791 |
|
4d. Allocation of losses of the Company in the financial year 2017 to the retained earnings of the Company
The Company’s shareholders adopted to allocate the losses of the Company in the financial year 2017 to the retained earnings of the Company.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,085 |
|
Votes against |
| 300 |
|
Abstained |
| 36,391 |
|
4e. Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2017
The Company’s shareholders released the members of the board of directors of the Company (the “Board”) from liability for their respective duties, insofar as the exercise of such duties is reflected in the annual accounts or otherwise disclosed to the general meeting prior to the adoption of the annual accounts.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,669 |
|
Votes against |
| 316 |
|
Abstained |
| 35,791 |
|
5. Board composition
5a. Appointment of James Michael Daly as non-executive director to the Board (voting item)
The Company’s shareholders resolved to appoint James Michael Daly as a non-executive director of the Company with effect from the date of this general meeting for a term ending on the day of the annual general meeting of shareholders to be held in 2022, which is the
argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands
info@argenx.com – www.argenx.com
fourth year after the year of the appointment. This appointment is in accordance with the Company’s articles of association and takes into account the pursued composition and profile of the Board as apparent from the Company’s profile for the non-executive directors which is available on the Company website.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 20,316,728 |
|
Votes against |
| 3,044,027 |
|
Abstained |
| 36,021 |
|
5b. Re-appointment of Tim Van Hauwermeiren as executive director to the Board (voting item)
The Company’s shareholders resolved to re-appoint Tim Van Hauwermeiren an executive director of the Company with effect from the date of this general meeting for a term ending on the day of the annual general meeting of shareholders to be held in 2022, which is the fourth year after the year of the appointment. This appointment is in accordance with the Company’s articles of association, and in making this proposal, the Board has taken into consideration Tim Van Hauwermeiren’s skills, knowledge and expertise built up during his career.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,634 |
|
Votes against |
| 351 |
|
Abstained |
| 35,791 |
|
5c. Re-appointment of David Lacey as non-executive director to the Board (voting item)
The Company’s shareholders resolved to appoint David Lacey as a non-executive director of the Company with effect from the date of this general meeting for a term ending on the day of the annual general meeting of shareholders to be held in 2022, which is the fourth year after the year of the appointment. This appointment is in accordance with the Company’s articles of association and takes into account the pursued composition and profile of the Board as apparent from the Company’s profile for the non-executive directors which is available on the Company website.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,584 |
|
Votes against |
| 401 |
|
Abstained |
| 35,791 |
|
5d. Re-appointment of Peter K.M. Verhaeghe as non-executive director to the Board (voting item)
The Company’s shareholders resolved to re-appoint Peter K.M. Verhaeghe as a non-executive director of the Company with effect from the date of this general meeting for a term ending on the day of the annual general meeting of shareholders to be held in 2022, which is the fourth year after the year of the appointment. This appointment is in accordance with the Company’s articles of association and takes into account the pursued composition and profile
of the Board as apparent from the Company’s profile for the non-executive directors which is available on the Company website.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,203,464 |
|
Votes against |
| 157,521 |
|
Abstained |
| 35,791 |
|
5e. Re-appointment of Werner Lanthaler as non-executive director to the Board (voting item)
The Company’s shareholders resolved to re-appoint Werner Lanthaler as a non-executive director of the Company with effect from the date of this general meeting for a term ending on the day of the annual general meeting of shareholders to be held in 2022, which is the fourth year after the year of the appointment. This appointment is in accordance with the Company’s articles of association and takes into account the pursued composition and profile of the Board as apparent from the Company’s profile for the non-executive directors which is available on the Company website.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,203,464 |
|
Votes against |
| 157,521 |
|
Abstained |
| 35,791 |
|
6. Authorization of the board of directors to grant options pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the general meeting
The shareholders renewed the authorization of the Board to grant stock options in accordance with (and within the limits of) the argenx stock option plan for a period of 18 months after the date of this general meeting.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 11,633,686 |
|
Votes against |
| 6,477,754 |
|
Abstained |
| 5,285,336 |
|
7. Authorization of the board of directors to issue shares in the share capital of the Company up to a maximum of 20% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting, in addition to the authorization to issue shares pursuant to the exercise of options
The Company’s shareholders resolved to designate the Board as the corporate body competent to issue ordinary shares in the capital of the Company and grant rights to subscribe for ordinary shares in the capital of the Company at any time during a period of 18 months as of the date of this general meeting up to a maximum of 20% of the issued share capital of the Company, to be calculated against the amount of issued share capital as it will be at the date of this general meeting. This authorization is in addition to the authorization to issue shares pursuant to the grant and exercise of stock options, as proposed to be granted under item 6 of the agenda.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,035,388 |
|
Votes against |
| 15,378 |
|
Abstained |
| 346,010 |
|
8. Authorization of the board of directors to limit or exclude pre-emptive rights regarding an issuance of new shares pursuant to the authorization referred to under items 6 and 7 above for a period of 18 months from the general meeting (voting item)
The Company’s shareholders resolved to grant the board of directors the authority to limit or exclude pre-emptive rights in relation to any issuance of shares and/or any grant of rights to subscribe for new shares, which the Board may resolve as authorized under items 6 and 7 above.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,035,619 |
|
Votes against |
| 15,147 |
|
Abstained |
| 346,010 |
|
11. Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2018 financial year (voting item)
The general meeting of shareholders appointed Deloitte Accountants B.V. as the external auditor of the Company for the 2018 financial year.
Total shares voted |
| 23,396,776 |
|
Represented share capital |
| 71.88 | % |
Votes for |
| 23,360,985 |
|
Votes against |
| 0 |
|
Abstained |
| 35,791 |
|