Legend Biotech Corp 6-K, filed Sep 16, 2022
Legend Biotech Corp (LEGN)
About this 6-K
Legend Biotech Corp filed this 6-K on September 16, 2022.
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
of the Securities Exchange Act of 1934
Date of Report: September 16, 2022
Commission File Number: 001-39307
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
Somerset, New Jersey 08873
(Address of principal executive office)
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 ☒ 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): ☐
Legend Biotech Corporation (the “Company”) will hold its Annual General Meeting of Shareholders (the “Meeting”) on October 14, 2022 beginning at 9:30 a.m. (local time) at the Company’s offices at 2101 Cottontail Lane, Somerset, NJ 08873, USA.
Materials made available in connection with the Meeting are available on the Company's website at www.legendbiotech.com.
The following documents regarding the Meeting, each of which are attached as an exhibit hereto, are incorporated by reference herein. This report on Form 6-K, including the exhibits attached hereto, shall be deemed to be incorporated by reference in the registration statements of the Company on Form F-3 (Nos. 333-257609 and 333-257625) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.
EXHIBIT INDEX
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Exhibit |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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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.
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LEGEND BIOTECH CORPORATION (Registrant) |
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September 16, 2022 |
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By: |
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/s/ Ying Huang |
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Ying Huang, Ph.D. |
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Chief Executive Officer |
Exhibit 99.1
LEGEND BIOTECH CORPORATION
2101 Cottontail Lane
Somerset, New Jersey 08873
PROXY STATEMENT
General
The board of directors of Legend Biotech Corporation (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on October 14, 2022 at 9:30 a.m. (local time) (the “AGM”). The AGM will be held at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA. Unless otherwise specified, all times and dates referenced in this Proxy Statement are in the U.S. Eastern time zone.
This Proxy Statement can be accessed, free of charge, on the Investor section of the Company’s website at www.legendbiotech.com from September 16, 2022, and the Proxy Form will first be mailed to holders of ordinary shares of the Company on or about September 16, 2022.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person signing such proxy by attending the AGM and voting in person.
Record Date, Share Ownership and Quorum
Only shareholders of record at the close of business on September 13, 2022 (the “Record Date”) are entitled to vote at the AGM. Our ordinary shares, par value US$0.0001 per share (“Ordinary Shares”), that underlie American depositary shares (“ADSs”) are included for purposes of this determination. As of September 13, 2022, 334,805,584 ordinary shares of the Company were outstanding, including approximately 129,577,256 Ordinary Shares represented by ADSs and held by JPMorgan Chase Bank, N.A. Each ADS represents two Ordinary Shares. Two holders of Shares being not less than an aggregate of fifty percent (50%) of all votes attaching to all Shares in issue and entitled to vote and present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, will constitute a quorum for all purposes.
Voting and Solicitation
Each of the Ordinary Shares in issue on the Record Date is entitled to one vote. A resolution put to the vote at the AGM will be decided by poll. Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the AGM, or at any adjournment thereof.
Abstentions by holders of Ordinary Shares are included in the determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.
Voting by Holders of ADSs
We have requested JPMorgan Chase Bank, N.A., as depositary of the ADSs, to mail to all the registered ADR holders this proxy statement, the accompanying notice of annual general meeting and an ADR Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, JPMorgan Chase Bank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares underlying the ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, JPMorgan Chase Bank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below. As the holder of record for all the Ordinary Shares represented by the ADSs, only JPMorgan Chase Bank, N.A. may vote those Ordinary Shares at the AGM.
There is no guarantee that ADR holders or any such holder in particular will receive the notice described above with sufficient time to enable such ADR holder to return any voting instructions to JPMorgan Chase Bank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.
If no ADR Voting Instruction Card is received by JPMorgan Chase Bank, N.A. from a registered ADS holder by 12:00 p.m. (New York City time), October 12, 2022, such holder shall be deemed, and JPMorgan Chase Bank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to the chairperson of the AGM to vote the Ordinary Shares represented by such holder’s ADSs in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company has informed JPMorgan Chase Bank, N.A. that such proxy should not be given, in accordance with the terms of the deposit agreement.
PROPOSAL 1:
RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
The board of directors proposes to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021.
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR OF THE COMPANY
The audit committee has approved the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2022 and seeks ratification of this decision by the shareholders.
Ernst & Young Hua Ming LLP (“EYHM”) had previously served as the Company's independent accountants from 2020 until May 3, 2022, when the Audit Committee of the Company's Board of Directors (the “Audit Committee”) resolved that EYHM would resign as the Company's independent accountants, effective on the date that the Company furnished its financial results for the first quarter of 2022 with the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K. The audit reports of EYHM on the Company’s financial statements as of and for the fiscal years ended December 31, 2021 and 2020 filed with the SEC did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. The audit report of EYHM on the Company’s internal control over financial reporting as of December 31, 2021 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. During the Company's fiscal years ended December 31, 2021 and 2020, and through May 3, 2022, (i) there was no "disagreement" (as defined in Item 16F(a)(1)(iv) to Form 20-F and the related instructions) with EYHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EYHM, would have caused EYHM to make reference to the subject matter of the disagreements in connection with its report and (ii) there were no "reportable events" (as defined in Item 16F(a)(1)(v) of Form 20-F).
In connection with the filing of its Form 20-F for the year ending December 31, 2022, the Company will provide the information required by Item 16F of Form 20-F in accordance with the requirements of that Item.
On May 3, 2022, the Audit Committee engaged Ernst & Young LLP (“EY”) as its independent accountants for the fiscal year ending December 31, 2022. During the Company's fiscal years ended December 31, 2021 and 2022, and the interim period prior to the engagement of EY, neither the Company nor any person acting on its behalf consulted with EY on any matter regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions) or a "reportable event" (as defined in Item 16F(a)(1)(v) of Form 20-F).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
PROPOSAL 3:
RE-ELECTION OF DR. PATRICK CASEY AS A DIRECTOR OF THE COMPANY
Pursuant to article 88(b) of the Company’s memorandum of association, at the first annual general meeting of shareholders, the term of office of the Class II directors shall expire and Class II directors appointed at such meeting shall be elected for a full term of three (3) years.
Class II directors consist of Dr. Patrick Casey, Mr. Philip Yau and Dr. Fangliang Zhang, and their term will expire at the AGM.
The board proposes to re-elect Dr. Patrick Casey to serve as a Class II director of the Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF DR. PATRICK CASEY AS A DIRECTOR OF THE COMPANY.
PROPOSAL 4:
RE-ELECTION OF MR. PHILIP YAU AS A DIRECTOR OF THE COMPANY
Pursuant to article 88(b) of the Company’s memorandum of association, at the first annual general meeting of shareholders, the term of office of the Class II directors shall expire and Class II directors appointed at such meeting shall be elected for a full term of three (3) years.
Class II directors consist of Dr. Patrick Casey, Mr. Philip Yau and Dr. Fangliang Zhang, and their term will expire at the AGM.
The board proposes to re-elect Mr. Philip Yau to serve as a Class II director of the Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF MR. PHILIP YAU AS A DIRECTOR OF THE COMPANY.
PROPOSAL 5:
RE-ELECTION OF DR. FANGLIANG ZHANG AS A DIRECTOR OF THE COMPANY
Pursuant to article 88(b) of the Company’s memorandum of association, at the first annual general meeting of shareholders, the term of office of the Class II directors shall expire and Class II directors appointed at such meeting shall be elected for a full term of three (3) years.
Class II directors consist of Dr. Patrick Casey, Mr. Philip Yau and Dr. Fangliang Zhang, and their term will expire at the AGM.
The board proposes to re-elect Dr. Fangliang Zhang to serve as a Class II director of the Company for a full term of three (3) years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF Dr. Fangliang Zhang AS A DIRECTOR OF THE COMPANY.
PROPOSAL 6:
AUTHORIZATION OF EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY
The board of directors proposes to authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY TO TAKE ANY AND EVERY ACTION THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTIONS AS SUCH DIRECTOR OR OFFICER, IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.
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By Order of the Board of Directors, |
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/s/ Fangliang Zhang |
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Fangliang Zhang |
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Chairman of the Board of Directors |
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Dated: September 16, 2022 |
Exhibit 99.2
LEGEND BIOTECH CORPORATION
(Incorporated in the Cayman Islands with limited liability)
2101 Cottontail Lane
Somerset, New Jersey 08873
NOTICE OF ANNUAL GENERAL MEETING
to Be Held on October 14, 2022
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Legend Biotech Corporation (the “Company”) will be held at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA, on October 14, 2022 at 9:30 a.m. (local time) for the following purpose:
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Proposal No. 1: To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021. |
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Proposal No 2: To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2022. |
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Proposal No. 3: To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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Proposal No. 4: To re-elect Mr. Philip Yau, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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Proposal No. 5: To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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Proposal No. 6: To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
(Terms used but not defined in this Notice shall have the same meaning as defined in the Proxy Statement attached)
And to consider and transact such other business as may properly come before the AGM or any adjournment or adjournments thereof.
The board of directors of the Company has fixed the close of business on September 13, 2022 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program.
Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor section of our website at www.legendbiotech.com. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof.
Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
Shareholders may obtain a copy of the Company’s 2021 annual report, free of charge, from the Investor section of the Company’s website at www.legendbiotech.com, or by contacting Legend Biotech Corporation at 2101 Cottontail Lane, Somerset, NJ 08873, USA, attention: Investor Relations, telephone: 1-732-317-5050, email: investor@legendbiotech.com.
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Date: |
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September 16, 2022 |
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/s/ Fangliang Zhang |
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Name: |
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Fangliang Zhang |
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Title: |
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Chairman of the Board of Directors |
Exhibit 99.3
LEGEND BIOTECH CORPORATION
(the “Company”)
P R O X Y
I/We of , the holder of ordinary shares1 in the
Company, hereby appoint the Chairperson of the Annual General Meeting2 or of
as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Annual General Meeting of the Company to be held on the 14th day of October 2022, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.
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PROPOSALS |
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AGAINST |
ABSTAIN |
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To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021. |
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To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2022. |
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To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To re-elect Mr. Philip Yau, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
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Dated |
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, 2022 |
Signature(s)4 |
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Please insert the number of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
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If any proxy other than the Chairperson of the Annual General Meeting is preferred, strike out the words “the Chairperson of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
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IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”. |
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case if the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. |
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Exhibit 99.4
JPMorgan Chase Bank, N.A., Depositary PO Box 64873 Saint Paul MN 55164-0873 The Board of Directors unanimously recommends a vote FOR all the Resolutions. FOLD AND DETACH HERE Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. Mark box at immediate left if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above. Sign belowDate: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, andwhere more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. Legend Biotech Corporation TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS REPRESENTING ORDINARY SHARES OF Legend Biotech Corporation Ordinary Resolutions FOR Address change Mark box, sign and indicate changes/comments below:AGAINST ABSTAIN FOR AGAINST ABSTAIN Res. 1 Res. 4 Res. 2 Res. 5 Res. 3 Res. 6
Legend Biotech Corporation
AGENDA
Ordinary Resolutions
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To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2021. |
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To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2022. |
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To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To re-elect Mr. Philip Yau, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years. |
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To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
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Legend Biotech Corporation |
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JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873 |
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Voting Instruction Card |
JPMorgan Chase Bank, N.A., (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of shareholders of Legend Biotech Corporation (the “Company”) will be held at 9:30 a.m. (local time), on Friday, October 14, 2022, at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA, for the purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your American Depositary Receipt(s) FOR or AGAINST or to ABSTAIN from voting on the Resolutions, or any of them, proposed for the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly whether you desire or oppose or abstain from voting on the Company’s Resolutions, or any of them, as the case may be. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., New York City time, on October 12, 2022. Only the registered holders of record of American Depositary Receipt(s) as of the close of business on September 13, 2022, will be entitled to execute the attached Voting Instruction Card.
If no ADR Voting Instruction Card is received by the Depositary before 12:00 p.m., New York City time, October 12, 2022, in accordance with the provisions of the Depositary Agreement, you will be deemed to have instructed the Depositary to give a discretionary voting proxy to a person designated by the Company, which for purposes of this meeting is the Chairman of the Company with full power to exercise the voting rights under the Ordinary Shares represented by your ADSs and with full power to each of substitution.
The signatory, a registered holder of American Depositary Receipts representing Ordinary Shares of the Company of record on September 13, 2022, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by American Depositary Receipts, in accordance with the instructions given at the Annual General Meeting of shareholders.
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., New York City time, on October 12, 2022.
Please Note: The Notice of Annual General Meeting and the Annual Report are available for viewing on the Company’s website www.legendbiotech.com.
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.