Argenx SE 6-K, filed Mar 27, 2024
Argenx SE (ARGX)
About this 6-K
Argenx SE filed this 6-K on March 27, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of March 2024
Commission File Number: 001-38097
ARGENX SE
(Translation of registrant’s name into English)
Laarderhoogtweg 25
1101 EB Amsterdam, the Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
On March 26, 2024, argenx SE (the “Company”) made available to its shareholders a convocation notice and other materials related to the Company’s annual general meeting of shareholders (the “Annual General Meeting”), copies of which are attached hereto as Exhibits 99.1-99.5 and are incorporated by reference herein. The Annual General Meeting will be held at 1:00 p.m. CET on Tuesday, May 7, 2024 at the Hilton Hotel Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
The information contained in this Current Report on Form 6-K, including Exhibits 99.1-99.5, shall be deemed to be incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-258251) and S-8 (File Nos. 333-225375, 333-258253, and 333-274721), and to be part thereof from the date on which this Current Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARGENX SE | ||
| Date: March 27, 2024 | By: | /s/ Hemamalini (Malini) Moorthy |
| Name: Hemamalini (Malini) Moorthy | ||
| Title: General Counsel | ||
Exhibit 99.1
argenx Announces Annual General Meeting of Shareholders on May 7, 2024
March 26, 2024
Amsterdam, the Netherlands – argenx SE (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases, today announced that the Annual General Meeting of shareholders will be held at 13:00 CET on Tuesday, May 7, 2024 at the Hilton Amsterdam Schiphol at Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
The shareholders and all other persons with meeting rights are invited to attend the Annual General Meeting of shareholders. The formal notice of convocation (including information on attending the meeting in person or by proxy, requirements for notification and registration for the meeting and regarding the e-voting system) is available on the argenx website www.argenx.com and on www.abnamro.com/evoting.
The company’s annual report for the financial year ended December 31, 2023 is now available on its website www.argenx.com/investors/financial-reports.
Agenda
In addition to recurrent items on the agenda, such as the discussion and adoption of the 2023 annual accounts, an advisory vote on the 2023 remuneration report, the discharge of the directors for their duties performed in 2023 and the authorization of the Board of Directors to issue shares and to limit or exclude pre-emptive rights in relation thereto, it is proposed to appoint Dr. Brian L. Kotzin as non-executive director to the Board of Directors, re-appoint Peter Verhaeghe and Pamela Klein as non-executive directors to the Board of Directors, adopt a new remuneration policy, appoint Deloitte Accountants B.V. for the 2024 financial year and appoint Ernst & Young Accountants for the 2025 financial year and to partially amend the articles of association of argenx.
The full agenda for the meeting as well as all ancillary documents relevant for the meeting are available via the argenx website and are also available for inspection at the argenx offices. A free copy thereof may also be obtained by e-mailing legal@argenx.com. argenx would like to encourage shareholders to use the voting by (electronic) proxy option as referred to in the convocation.
About argenx
argenx is a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases. Partnering with leading academic researchers through its Immunology Innovation Program (IIP), argenx aims to translate immunology breakthroughs into a world-class portfolio of novel antibody-based medicines. argenx developed and is commercializing the first approved neonatal Fc receptor (FcRn) blocker in the U.S., Japan, Israel, the EU, the UK, Canada and China. The Company is evaluating efgartigimod in multiple serious autoimmune diseases and advancing several earlier stage experimental medicines within its therapeutic franchises. For more information, visit www.argenx.com and follow us on LinkedIn, Twitter, and Instagram.
For further information, please contact:
Media:
Ben Petok
Bpetok@argenx.com
Investors:
Alexandra Roy (US)
aroy@argenx.com
Lynn Elton (EU)
lelton@argenx.com
Exhibit 99.2
CONVOCATION
ANNUAL GENERAL MEETING OF ARGENX SE
7 MAY 2024
argenx SE (the "Company") hereby invites its shareholders and all other persons with meeting rights to attend its annual general meeting of shareholders ("AGM") to be held at 13:00 CET on Tuesday, May 7, 2024 at Hilton Hotel Schiphol, Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands.
We would like to emphasize and encourage to use the possibility of voting by (electronic) proxy as referred to in this notice.
Availability of documents
The agenda of the AGM including the ancillary documentation thereto are now available for inspection at the offices of the Company or on the Company's website ( www.argenx.com). Copies of the aforementioned documents are also available to shareholders, free of charge, via ABN AMRO Bank N.V. ("ABN AMRO") from today, via e-mail address: ava@nl.abnamro.com.
Shareholders' rights, participation and voting
As of the date of this notice, the Company has issued and outstanding 59,386,542 shares. The Company's bylaws do not have any restrictions on voting rights, each share having the right to one vote at this AGM. Voting rights may not be used for shares held by the Company itself or its subsidiaries or other shares deemed to be treasury shares. Unless Dutch law provides otherwise and with due observance of article 25 of the articles of association of the Company, all resolutions shall be passed by an absolute majority of the votes cast. The ordinary shares are listed on Euronext Brussels and the ADSs are listed on NASDAQ. The agent for the ordinary shares is ABN AMRO and the agent for the ADSs is BNY Mellon.
Attendance at the AGM
Only holders of shares in the share capital of the Company as of the close of business (CET) on the 28th day prior to the AGM, being Tuesday, April 9, 2024 (the "Record Date"), who have registered themselves in the manner mentioned below are entitled to take part in and vote at the AGM. Each share outstanding on the Record Date is entitled to one vote on each voting item.
Holders of ADSs will receive information about the AGM and how to exercise their voting rights via their custodian from BNY Mellon.
Shareholders and all other persons with meeting rights who either in person or by proxy wish to attend the meeting must notify ABN AMRO accordingly by 17.30 CET on Tuesday, April 30, 2024 at the latest via their financial intermediary as defined in the "Wet giraal effectenverkeer" or their agent (the "Intermediary") or directly via www.abnamro.com/evoting.
The Intermediary concerned must submit to ABN AMRO no later than Thursday, May 2, 2024, 11.00 CET, a statement via www.abnamro.com/intermediary, including the number of deposit shares notified for registration and held by that shareholder at the Record Date. With this statement, intermediaries are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner. The proof of registration supplied by ABN AMRO together with a valid identity document will serve as admission ticket to the meeting.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands |
| info@argenx.com – www.argenx.com |
Persons entitled to take part in the meeting may be asked to identify themselves prior to being admitted to the AGM and are therefore asked to carry valid proof of identification.
Voting by (electronic) proxy
A shareholder who chooses to be represented at the meeting shall, in addition to submitting the application to attend the meeting as described above, grant a proxy. The proxy may include a voting instruction. Shareholders may grant a proxy and give voting instructions to argenx SE via www.abnamro.com/evoting by 17.30 CET on Tuesday, April 30, 2024 at the latest.
Alternatively, a proxy may be granted in writing. A written proxy may be granted to a third party or a representative of the Company. The duly signed written proxy, which can be downloaded from the Company's website or obtained via e-mail from the Company’s Corporate Secretary via legal@argenx.com or telephone +32 471 61 66 25. Written and signed proxies must be received by 17.30 CET on Tuesday, April 30, 2024 at the latest by the Company via e-mail legal@argenx.com.
Right to ask questions
All shareholders are entitled to ask questions to the Board on the agenda item(s). Questions may only be asked during the AGM.
Holders of ADSs
Holders of ADSs will receive information about the AGM and how to attend, exercise their voting rights and other rights via their custodian from BNY Mellon (as the holder of the shares for which the ADSs are issued).
Amsterdam, 26 March 2024
Board of directors argenx SE
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands |
| info@argenx.com – www.argenx.com |
Exhibit 99.3
ANNUAL GENERAL MEETING
OF ARGENX SE OF 7 MAY 2024
AGENDA
| 1. | Opening |
| 2. | Report on the 2023 financial year (discussion item) |
| 3. | The 2023 remuneration report (advisory non-binding voting item) |
| 4. | Discussion and adoption of the 2023 annual report and annual accounts: a. Discussion of the 2023 annual report (discussion item) |
| b. | Adoption of the 2023 annual accounts (voting item) |
| c. | Corporate governance statement (discussion item) |
| d. | Allocation of losses of the Company in the financial year 2023 to the retained earnings of the Company (voting item) |
| e. | Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2023 (voting item) |
| 5. | Adoption of the remuneration policy (voting item) |
| 6. | Appointment of Dr. Brian L. Kotzin as non-executive director to the board of directors of the Company (voting item) |
| 7. | Re-appointment of Peter Verhaeghe as non-executive director to the board of directors of the Company (voting item) |
| 8. | Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company (voting item) |
| 9. | Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting and to limit or exclude statutory pre-emptive rights (voting item) |
| 10. | Amendment of the articles of association of argenx SE and granting a proxy to each of the directors of the Company and employees of Freshfields Bruckhaus Deringer LLP in having the deed of amendment executed (voting item) |
| 11. | Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2024 financial year (voting item) |
| 12. | Appointment of Ernst & Young Accountants LLP as external auditor of the Company for the 2025 financial year (voting item) |
| 13. | Any other business, announcements or questions |
| 14. | End of the annual general meeting |
| argenx SE, Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands |
| info@argenx.com – www.argenx.com |
Exhibit 99.4
ANNUAL GENERAL MEETING 7 MAY 2024
OF ARGENX SE
EXPLANATORY NOTES
The following items on the agenda of the meeting of argenx SE (the "Company") shall be discussed and/or put to a vote. The numbers in the list correspond to the numbers on the agenda.
2. Report on the 2023 financial year (discussion item)
This agenda item includes an account of the financial year 2023.
3. The 2023 remuneration report (advisory non-binding voting item)
The 2023 remuneration report has been published in the annual report. The report explains how the remuneration policy (which was approved in 2021) has been applied in the financial year 2023. The shareholders are asked to give an advisory, non-binding vote on the remuneration report, which provides a comprehensive overview of the remuneration paid to our CEO, named executive officers and non-executive directors for the 2023 financial year.
4. Discussion and adoption of the 2023 annual report and annual accounts:
4a. Discussion of the 2023 annual report (discussion item)
This agenda item includes the discussion of the 2023 annual report.
4b. Adoption of the 2023 annual accounts (voting item)
This agenda item includes the proposal to adopt the 2023 annual accounts.
4c. Corporate governance statement (discussion item)
This agenda item includes the discussion of the Company's corporate governance section of the annual report.
4d. Allocation of losses of the Company in the financial year 2023 to the retained earnings of the Company (voting item)
It is proposed to allocate the losses of the Company in the financial year 2023 to the retained earnings of the Company.
4e. Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2023 (voting item)
It is proposed to release 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.
5. Adoption of the remuneration policy (voting item)
The current remuneration policy was adopted at the annual general meeting of the Company in 2021. Under Dutch law, the remuneration policy will need to be adopted every 4 years. However, in order to align the Company’s remuneration policy to its current needs and to address shareholder feedback in prior years ‘say-on-pay’ votes, the company is proposing a revised remuneration policy at the 2024 AGM. If adopted (adoption will require a 75% majority of the votes cast), these adjustments will be effective as per 7 May 2024. If not adopted, the Company will be required to continue to apply the 2021 remuneration policy until a new policy is approved with such 75% majority.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 1 |
For the full text of the remuneration policy, including extensive explanatory notes on the proposed adjustments and their rationale, reference is made to the remuneration policy as published on the Company’s website.
6. Appointment of Dr. Brian L. Kotzin as non-executive director to the board of directors of the Company (voting item)
The Board proposes to appoint Dr. Brian L. Kotzin as a non-executive director of the Company with effect from the date of this annual general meeting.
The proposed appointment is for a term ending on the day of the annual general meeting of shareholders to be held in 2028. The proposed 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’s website.
In making this proposal, the Board has taken into consideration Dr. Brian L. Kotzin’s skills, knowledge and expertise built up during his career.
Dr. Brian L. Kotzin (age 75) is a member of the board of directors at Biora Therapeutics, Inc., Kyverna Therapeutics, Inc., Rigel Pharmaceuticals, Inc., and Genascence Corporation. He served as Senior Vice President for Nektar Therapeutics, Inc. from April 2017 to June 2023, and has held various leadership positions at Nektar, including serving as Chief Medical Officer and Head of Clinical Development from January 2021 to September 2021 and again from May 2022 to June 2023. From 2004 to 2015, Dr. Kotzin was Vice President, Global and Clinical Development and Head, Inflammation Therapeutic Area at Amgen Inc., directing the global development efforts for product candidates in the inflammation area. During his employment at Amgen, he also served as Vice President of Translational Sciences and Head of Medical Sciences from 2006 to 2011. Prior to entering the life sciences industry, Dr. Kotzin held several positions as a professor at the University of Colorado Health Sciences Center, where his research focused on immunopathogenesis of disease. He has also held leadership roles at several national organizations, including as a member of the American College of Rheumatology ("ACR") Board of Directors, Member and Chairperson of the NIH Immunological Sciences Study Section, Chairperson of the NIH Autoimmunity Centers of Excellence, and Member of the Board of Directors for the Federation of Clinical Immunology Societies.
He is currently an elected Master of the ACR. Dr. Kotzin received an M.D. from Stanford University and a Bachelor’s degree in mathematics from the University of Southern California
It is envisaged that Brian will join the R&D Committee of the Board.
Dr. Brian L. Kotzin holds no shares in the Company.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 2 |
7. Re-appointment of Peter Verhaeghe as non-executive director to the board of directors of the Company (voting item)
The Board proposes to appoint Peter Verhaeghe as a non-executive director of the Company with effect from the date of this general meeting.
The proposed appointment is for a term ending on the day of the annual general meeting of shareholders to be held in 2026, which is the second year after the year of the appointment. The proposed 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.
In making this proposal, the Board has taken into consideration Peter Verhaeghe’s skills, knowledge and expertise built up during his career and his contribution and performance as non-executive director of the Company. Taking into account Peter Verhaeghe's continued commitment and contributions as chairperson of the Board, the Board values his effective chairmanship and his extensive experience with the company, its product portfolio and strategy, as built up during his tenure on the board of the Company.
Peter Verhaeghe (age 65) has served as a member and chairperson of the board of arGEN-X B.V. since October 2008 and as non-executive director on our Board since July 2014. Mr. Verhaeghe is the managing partner of VVGB Advocaten-Avocats, a corporate finance law and tax law firm, a position he has held since July 1999. He is currently lead counsel to a number of Belgian, Dutch, French, U.S. and Swiss life sciences companies. Mr. Verhaeghe has served on the boards of directors of Participatiemaatschappij Vlaanderen NV since May 2018 and miDiagnostics NV since April 2020. He has also served as chairman of the board of Haretis SA (Luxembourg) since March 2011 and as chairman of the LP & advisory committee of Bioqube Factory Fund I NV since September 2020. Mr. Verhaeghe previously served as a member of the board of directors of CzechPak Manufacturing s.r.o., Innogenetics NV (now Fujirebio Europe N.V.), Tibotec-Virco NV, and Biocartis SA. He was also the president of the board of directors of Merisant France SAS, a member of the management board of Merisant Company 2 S.à r.l., and chairman of the board of directors of PharmaNeuroBoost NV. Mr. Verhaeghe holds a degree in law from the University of Leuven and an LL.M. degree from Harvard Law School.
Peter Verhaeghe holds 49,000 share options, 1,100 restricted stock units and 450 shares of the Company.
8. Re-appointment of Pamela Klein as non-executive director to the board of directors of the Company (voting item)
The Board proposes to appoint Pamela Klein as a non-executive director of the Company with effect from the date of this general meeting.
The proposed appointment is for a term ending on the day of the annual general meeting of shareholders to be held in 2026, which is the second year after the year of the appointment. The proposed 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.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 3 |
In making this proposal, the Board has taken into consideration Pamela Klein’s skills, knowledge and expertise built up during her career and her contribution and performance as non-executive director of the Company.
Dr. Pamela Klein (age 62) has served as a member of our Board since April 2016. Since 2008, Dr. Klein has been a principal and founder of PMK BioResearch, a company offering strategic consulting in oncology drug development to corporate boards, management teams and the investment community. She has also been a venture partner in Ysios Capital Partners, SGIEC, S.A.U. since 2023. She currently serves as a member of the board of directors of several companies including I-Mab and Patrys Ltd; as well as various scientific advisor boards. In 2023, Dr. Klein also joined the boards of directors of Frontier Medicines Corp, Ona Therapeutics SL, and Sardona Therapeutics, Inc. Previously, Dr. Klein served on the board of directors of F-Star Therapeutics, Inc. until March 2023, Jiya Acquisition Corp, and Spring Bank Pharmaceuticals, Inc. until its merger with F-Star Therapeutics in July 2020. Dr. Klein previously spent seven years at the National Cancer Institute as research director of the NCI-Navy Breast Center, after which she joined Genentech as vice president of development until 2001. She also served as chief medical officer for Intellikine, Inc., which was acquired by Takeda American Holdings. Dr. Klein holds a Bachelor’s degree in biology from California State University and an M.D. from Stritch School of Medicine, Loyola University Chicago and is trained in internal medicine and medical oncology.
Pamela Klein holds 28,500 share options, 1,100 restricted stock units and 450 shares in the Company.
9. Authorization of the Board to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of 10% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting and to limit or exclude statutory pre-emptive rights with regard to such (rights to subscribe for) shares (voting item)
This agenda item proposes to designate the Board as the corporate body competent (i) 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 10% 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 and in relation thereto (ii) to limit or exclude the statutory pre-emptive rights with regard to such (rights to subscribe for) shares.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 4 |
10. Amendment of the articles of association of argenx SE and granting a proxy to each of the directors of the Company and employees of Freshfields Bruckhaus Deringer LLP in having the deed of amendment executed (voting item)
This agenda item proposes to partially amend the articles of association to change the statutory seat from Rotterdam to Amsterdam and – in view of a legislative proposal that was recently submitted to Dutch Parliament introducing the possibility for virtual only general meetings of Dutch legal entities – to already introduce the option of a virtual only meeting (subject to enactment of this legislative proposal).
For the literal text of the proposed amendment reference is made to the double-column text with explanatory notes per article. The proposal includes a proxy to each member of the Board, as well as each, (deputy/assigned) civil law notary, lawyer and practice support lawyer officiating with Freshfields Bruckhaus Deringer LLP, Amsterdam office, to execute the deed of amendment of the articles of association.
| 11. | Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2024 financial year (voting item) |
This agenda item proposes to the general meeting of shareholders to appoint Deloitte Accountants B.V. as the external auditor of the Company for the 2024 financial year.
| 12. | Appointment of Ernst & Young Accountants LLP as external auditor of the Company for the 2025 financial year (voting item) |
This agenda item proposes to the general meeting of shareholders to appoint Ernst & Young Accountants LLP as the external auditor of the Company for the 2025 financial year.
According to mandatory external auditor rotation under the Audit Regulation (EU) No. 537/2014, our current external auditor, Deloitte Accountants B.V., can no longer be re-appointed beyond the 2024 financial year. In order to allow sufficient opportunity for proper handover by Deloitte to the company’s next external auditor, the Board has initiated the selection and appointment process in 2023 and is now proposing the appointment of the next auditor for the 2025 financial year, so that Deloitte and the next auditor have sufficient time to work together to ensure a seamless transition.
Our audit committee of the Board has therefore initiated an extensive tender process for the appointment of the external auditor. The audit committee started the tender process in April 2023 and in order to carry out the selection procedure as efficiently as possible, the audit committee established a selection committee (the “Selection Committee”), consisting of two voting members, i.e., the chairperson of the audit committee and the chairperson of the Board (also a member of the audit committee). At the start of the tender process, a number of selection criteria were defined, including: the quality of the audit team and organization (i.e., understanding of life sciences industry, technical acumen, depth of experience, US knowledge on the audit team), the audit approach and integrated team (including integrated team set-up and coverage of Dutch, Belgium and US expertise, effectiveness of audit approach and transition plan, plan for reliance of internal audit and control), the fee proposal and qualification, reputation and credentials and the commitment and technology (i.e., sufficient time commitment from team, process for assessing service quality, attention of firm leadership and additional value offered by audit tools and technology).
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 5 |
Based on the independence criteria, initially, Ernst & Young Accountants LLP, KPMG and BDO participated in the selection process. Following inspection of reports based on PCAOB standards, the tender process was continued with Ernst & Young Accountants LLP and KPMG.
The tender process included various meetings and deep-dive workshops with functional experts. Following a series of interviews, the participants were asked to submit their written proposals and subsequently to present themselves and their proposals to the Selection Committee in multiple presentation rounds. The Selection Committee then evaluated the participants and their proposals in accordance with the predetermined evaluation criteria. These impressions led to the Selection Committee’s recommendation. The decisive factors to recommend the appointment of Ernst & Young Accountants LLP were the strong integrated audit team proposed (across Dutch, Belgium and US) and the overall quality of the proposed audit team. At an audit committee meeting held in October 2023, the Selection Committee presented Ernst & Young Accountants LLP as its preferred choice and KPMG as its runner-up. The non-executive directors of the Board decided to follow the recommendation of the audit committee and now propose to appoint Ernst & Young Accountants LLP as the external auditor for the financial year 2025.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands | |
| info@argenx.com – www.argenx.com | 6 |
Exhibit 99.5
PROXY FORM
ANNUAL GENERAL MEETING ARGENX SE
MAY 7, 2024
IMPORTANT NOTICE: for the annual general meeting 2024 argenx uses the e-voting system of ABN AMRO. The company therefore kindly requests all shareholders who wish to vote at the general meeting but cannot/do not wish to attend, to use the proxy/e-voting services of ABN via HTTPS://WWW.ABNAMRO.SECURITIESVOTING.COM/SHAREHOLDER/
The e-voting system replaces this paper proxy, but the paper proxy may be used if so desired.
The undersigned:
| Full (first and last) name: |
| Address: | Postal Code: | Place: |
Hereinafter referred to as the "Shareholder",
Acting in his capacity as holder of_______________(number) ordinary shares in the share capital of argenx SE1
Hereby grants proxy to2:
Full (first and last) name: Pieter Spuijbroek, argenx SE Corporate Secretary
| Address: Industriepark 7 | Postal Code: 9052 | Place: Zwijnaarde-Gent |
To represent the Shareholder at the 2024 annual general meeting of argenx SE and to speak and vote on behalf of the Shareholder regarding the following agenda items in accordance with the following voting instructions:
1 If you are a Beneficial Owner (as defined in the meeting convocation) and wish to be represented at the Meeting by means of this proxy, you must provide a written confirmation from your intermediary (as defined in the "Wet Giraal Effectenverkeer") showing that you were a Beneficial Owner on the Record Date (as defined in the meeting convocation).
2 If you have no specific preference for a proxy, you do not have to answer this question. In that case the Company will appoint a proxy holder to represent you at the Meeting and who will vote at the Meeting in accordance with your instructions. If you do not give instructions, the proxy will use his own discretion in casting his vote for the proposed resolutions.
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands |
| info@argenx.com – www.argenx.com |
| no. | voting item | yes | no | abstain |
| 3. | Advisory non-binding vote on the 2023 remuneration report | |||
| 4.b. | Adoption of the 2023 annual accounts | |||
| 4.d. | Allocation of losses of the Company in the financial year 2023 to the retained earnings of the Company | |||
| 4.e. | Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2023 | |||
| 5. | Proposal to adopt new remuneration policy | |||
| 6. | Proposal to appoint Dr. Brian L. Kotzin as non-executive director (4 years) | |||
| 7. | Proposal to re-appoint Mr. P.K.M. Verhaeghe as non-executive director (2 years) | |||
| 8. | Proposal to re-appoint Dr. P.M. Klein as non-executive director (2 years) Authorization of the board of directors to issue shares and grant rights to subscribe for shares in the share capital of the Company up to a maximum of | |||
| 9. | 10% of the outstanding capital at the date of the general meeting for a period of 18 months from the general meeting and to limit or exclude statutory pre- emptive rights | |||
| 10. | Proposal to partially amend articles of association of argenx SE | |||
| 11. | Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2024 financial year | |||
| 12. | Appointment of Ernst & Young Accountants LLP as external auditor of the Company for the 2025 financial year |
The proxy is instructed as indicated on this form. Unless otherwise instructed the proxy may vote as he sees fit, or abstain in relation to any business of the meeting.
Signature3: ________________________________
Name:___________________________________
Date: _______/____________/2024
Please return to: argenx SE, attn. Corporate Secretary, p/a Industriepark Zwijnaarde 7, 9052 Zwijnaarde, Belgium always with a scanned copy to legal@argenx.com
3 In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
| argenx SE Laarderhoogtweg 25, 1101 EB Amsterdam, the Netherlands |
| info@argenx.com – www.argenx.com |