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 2018

 

Commission File Number: 001-38097

 


 

ARGENX SE

(Translation of registrant’s name into English)

 


 

Willemstraat 5
4811 AH, Breda, 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  o

 

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): o

 

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): o

 

 

 



 

EXPLANATORY NOTE

 

On March 26, 2018, argenx SE issued a press release announcing that the European Commission has granted orphan status for the use of ARGX-113 for the treatment of myasthenia gravis in Europe. This press release is enclosed hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Enclosed hereto as Exhibits 99.2, 99.3, 99.4, 99.5, and 99.6 and incorporated herein by reference are copies of the formal notice of convocation, agenda, and other ancillary documents relevant for argenx SE’s Annual General Meeting of Shareholders that will be held on Tuesday, May 8, 2018 at 10:00 a.m. (CET), at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BG Schiphol, the Netherlands.

 

EXHIBITS

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release titled “argenx announces orphan drug designation for ARGX-113 for the treatment of myasthenia gravis in Europe” dated March 26, 2018

99.2

 

Press Release titled “argenx announces Annual General Meeting of Shareholders on May 8, 2018” dated March 26, 2018

99.3

 

Notice of Convocation for the Annual General Meeting of Shareholders of argenx SE to be held on May 8, 2018

99.4

 

Proxy Form for the Annual General Meeting of Shareholders to be held on May 8, 2018

99.5

 

Agenda for the Annual General Meeting of Shareholders to be held on May 8, 2018

99.6

 

Explanatory Notes for the Annual General Meeting of Shareholders to be held on May 8, 2018

99.7

 

Voting Instruction Form for holders of American Depositary Shares for the Annual General Meeting of Shareholders to be held on May 8, 2018

 

2



 

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 26, 2018

By:

/s/ Dirk Beeusaert

 

 

Dirk Beeusaert

 

 

General Counsel

 

3


Exhibit 99.1

 

 

argenx announces orphan drug designation

for ARGX-113 for the treatment of myasthenia gravis in Europe

 

March 26, 2018

 

Breda, the Netherlands / Ghent, Belgium — argenx (Euronext & Nasdaq: ARGX), a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer, today announced that the European Commission (EC) has granted orphan status, based on the positive opinion of the European Medicines Agency (EMA), for the use of ARGX-113 for the treatment of myasthenia gravis (MG), adding to the orphan status already granted in the United States.

 

MG is an autoimmune disorder associated with muscle weakness that is triggered by IgG auto-antibodies. These antibodies attack critical signaling proteins at the junction between nerve and muscle cells, thereby impairing their communications signals. There are limited effective and sustainable treatments for MG. ARGX-113 has the potential to eliminate patient symptoms while minimizing common side effects seen with current treatments by reducing the pathogenic IgG levels.

 

About orphan drug designation

 

Orphan drug status is granted by the EC to drugs that are intended for the treatment of life-threatening or chronically debilitating rare diseases, and the drug must demonstrate significant clinical benefit over existing treatments. The Orphan Drug Designation provides incentives for the sponsor from the European Union to develop a medicine for a rare disease, such as protocol assistance, reduced fees, and protection from competition once the medicinal product is placed on the market, including ten years of market exclusivity.

 

The granting of an orphan designation request does not alter the standard regulatory requirements and process for obtaining marketing approval. Safety and effectiveness of a drug must be established through adequate and well-controlled studies.

 

About ARGX-113

 

ARGX-113 is an investigational therapy for treatment of IgG-mediated autoimmune diseases. ARGX-113 is the Fc-portion of an antibody that has been modified by the argenx proprietary ABDEG™ technology to increase its affinity for FcRn beyond that of normal IgG antibodies. As a result, ARGX-113 blocks antibody recycling and leads to fast depletion of the autoimmune disease-causing IgG autoantibodies. The development work on ARGX-113 is done in close collaboration with Prof. E. Sally Ward (University of Texas Southwestern Medical and Texas A&M University Health Science Center, a part of Texas A&M University (TAMHSC)).

 

About argenx

 

argenx is a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer. We are 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. Our ability to execute on this focus is enabled by our suite of differentiated technologies. Our SIMPLE Antibody™ Platform, based on the powerful llama immune system, allows us to exploit novel and complex targets, and our three antibody engineering technologies are designed to enable us to expand the therapeutic index of our product candidates.

 

www.argenx.com

 

For further information, please contact:

 

Joke Comijn, Corporate Communications & IR Manager

+32 (0)477 77 29 44

+32 (0)9 310 34 19

info@argenx.com

 

Beth DelGiacco (US IR)

Stern Investor Relations

+1 212 362 1200

beth@sternir.com

 

Forward-looking Statements

 

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should,” and include statements argenx makes concerning the intended results of its strategy and argenx’s advancement of, and anticipated clinical development and regulatory milestones and plans related to ARGX-113. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including argenx’s expectations regarding its the inherent uncertainties associated with competitive developments, preclinical and clinical trial and product development activities and regulatory approval requirements; argenx’s reliance on collaborations with third parties; estimating the commercial potential of argenx’s product candidates; argenx’s ability to obtain and maintain protection of intellectual property for its technologies and drugs; argenx’s limited operating history; and argenx’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in the final prospectus related to argenx’s U.S. public offering filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended, as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

 


Exhibit 99.2

 

 

argenx announces Annual General Meeting of Shareholders on May 8, 2018

 

March 26, 2018

 

Breda, the Netherlands — argenx (Euronext & Nasdaq: ARGX), a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer, today announced that an annual general meeting of shareholders will be held at 10:00 a.m. CET on Tuesday May 8, 2018 at Hilton Amsterdam Airport Schiphol, Schiphol Boulevard 701, 1118 BG 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 our website www.argenx.com and on www.abnamro.com/evoting.

 

Agenda

 

The full agenda for the meeting as well as all ancillary documents relevant for the meeting are available via the our website, and are also available for inspection at our offices located at Industriepark 7, 9052 Zwijnaarde (Belgium). A free copy thereof may also be obtained by e-mailing annualmeeting@argenx.com.

 

In addition to recurrent items on the agenda, such as the discussion and adoption of the 2017 Annual Accounts, the discharge of the directors for their duties performed in 2017 and the authorisation of the board of directors to issue shares and to limit or exclude pre-emptive rights in relation thereto, the following items, amongst others, are proposed:

 

·                  Appointment of James Daly as non-executive director to the board of directors;

·                  Re-appointment of Peter Verhaeghe, David Lacey and Werner Lanthaler as non-executive directors to the board of directors;

·                  Re-appointment of Tim Van Hauwermeiren as executive director to the board of directors; and

·                  Appointment of Deloitte Accountants B.V. for the 2018 financial year.

 

About argenx

 

argenx is a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer. We are 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. Our ability to execute on this focus is enabled by our suite of differentiated technologies. Our SIMPLE AntibodyTM Platform, based on the powerful llama immune system, allows us to exploit novel and complex targets, and our three antibody engineering technologies are designed to enable us to expand the therapeutic index of our product candidates.

 

www.argenx.com

 



 

For further information, please contact:

 

Joke Comijn, Corporate Communications & IR Manager

+32 (0)477 77 29 44

+32 (0)9 310 34 19

info@argenx.com

 

Beth DelGiacco (US IR)

Stern Investor Relations

+1 212 362 1200

beth@sternir.com

 

Forward-looking Statements

 

The contents of this announcement include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will,” or “should.” and include statements argenx makes concerning its annual meeting and related plans and the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. argenx’s actual results may differ materially from those predicted by the forward-looking statements as a result of various important factors, including argenx’s expectations regarding its the inherent uncertainties associated with competitive developments, preclinical and clinical trial and product development activities and regulatory approval requirements; argenx’s reliance on collaborations with third parties; estimating the commercial potential of argenx’s product candidates; argenx’s ability to obtain and maintain protection of intellectual property for its technologies and drugs; argenx’s limited operating history; and argenx’s ability to obtain additional funding for operations and to complete the development and commercialization of its product candidates. A further list and description of these risks, uncertainties and other risks can be found in argenx’s U.S. Securities and Exchange Commission (SEC) filings and reports, including in the final prospectus related to argenx’s U.S. public offering filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended, as well as subsequent filings and reports filed by argenx with the SEC. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. argenx undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.

 


Exhibit 99.3

 

 

ANNUAL GENERAL MEETING
OF ARGENX SE

 

CONVOCATION

 

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 9:00 AM on Tuesday 8 May 2018 at Hilton Amsterdam Airport, Schiphol Boulevard 701, Schiphol, (municipality of Haarlemmermeer), the Netherlands.

 

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: corporate.broking@nl.abnamro.com.

 

Shareholders’ rights, participation and voting

 

As of the date of this notice, the Company has 32.403.133 issued and outstanding shares, which includes 17.319.359 ordinary shares for which American Depositary Shares (“ADSs”) are issued. 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 on 28 days prior to the AGM, being Friday April 10, 2018 (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 Wednesday 2 May 2018 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 3 May 2018, 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

 

argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands

info@argenx.com – www.argenx.com

 



 

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.

 

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 Wednesday 2 May 2018 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 annualmeeting@argenx.com or telephone +32 9 241 58 41. must be received by 17.30 CET on Wednesday 2 May 2018 at the latest by the Company via e-mail annualmeeting@argenx.com.

 

Right to ask questions

 

All shareholders are entitled to ask questions to the Board with respect to their report or the other agenda items (and to the auditor with respect to its report). Questions may be asked during the AGM, or may be submitted in writing by shareholders who have fulfilled the registration and admission formalities set out above, to the Company e-mail address prior to the AGM ultimately on Wednesday 2 May 2018.

 

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).

 

Breda, 26 March 2018

Board of Directors argenx SE

 


Exhibit 99.4

 

 

PROXY FORM

2018 ANNUAL GENERAL MEETING ARGENX SE

 

IMPORTANT NOTICE: for the annual meeting 2018 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 SE(1)

 

Hereby grants proxy to(2):

 

Full (first and last) name:                                                                                                                                                          

 

Address:                                                    Postal Code:                                               Place:                                                    

To represent the Shareholder at the 2018 annual shareholders 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 Willemstraat 5, 4811 AH Breda, The Netherlands

info@argenx.com – www.argenx.com

 



 

no.

 

voting item

 

yes

 

no

 

abstain

 

 

 

 

 

 

 

 

 

4.b.

 

Adoption of the 2017 annual accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.d.

 

Allocation of losses of the Company in the financial year 2017 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 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.a.

 

Appointment of James Michael Daly as non-executive director to the board of directors of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.b.

 

Re-appointment of Tim Van Hauwermeiren as executive director to the board of directors of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.c.

 

Re-appointment of David L. Lacey as non-executive director to the board of directors of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.d.

 

Re-appointment of Peter K.M. Verhaeghe as non-executive director to the board of directors of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.e.

 

Re-appointment of Werner Lanthaler as non-executive director to the board of directors of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 6. and 7. above for a period of 18 months from the general meeting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9.

 

Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2018 financial year

 

 

 

 

 

 

 

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

 

Signature(3):

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Date:                         /                           /2018

 

 

Please return to: argenx SE, attn General Counsel, p/a Industriepark Zwijnaarde 7, 9052 Zwijnaarde, Belgium

 


(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).

 


Exhibit 99.5

 

 

ARGENX SE

ANNUAL GENERAL MEETING 8 MAY 2018

AGENDA

 

1.                   Opening

 

2.                   Report on the 2017 financial year (discussion item)

 

3.                   Explanation of the implementation of the remuneration policy (discussion item)

 

4.                   Discussion and adoption of the 2017 annual report and annual accounts:

 

a.              Discussion of the 2017 annual report (discussion item)

 

b.              Adoption of the 2017 annual accounts (voting item)

 

c.               Corporate governance statement (discussion item)

 

d.              Allocation of losses of the Company in the financial year 2017 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 2017 (voting item)

 

5.                   Board composition.

 

a.              Appointment of James Michael Daly as non-executive director to the board of directors of the Company (voting item)

 

b.              Re-appointment of Tim Van Hauwermeiren as executive director to the board of directors of the Company (voting item)

 

c.               Re-appointment of David L. Lacey as non-executive director to the board of directors of the Company (voting item)

 

d.              Re-appointment of Peter K.M. Verhaeghe as non-executive director to the board of directors of the Company (voting item)

 

e.               Re-appointment of Werner Lanthaler as non-executive director to the board of directors of the Company (voting item)

 

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 (voting item)

 

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 (voting item)

 

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 6. and 7Error! Reference source not found.. above for a period of 18 months from the general meeting (voting item)

 

9.                   Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2018 financial year (voting item)

 

10.            Any other business, announcements or questions

 

11.            End of the annual general meeting

 

argenx SE, Willemstraat 5, 4811 AH Breda, the Netherlands

info@argenx.com – www.argenx.com

 



 

All shareholders are requested to attend the meeting.

Breda, [XX] March 2018
Board of Directors argenx SE

 


Exhibit 99.6

 

 

ANNUAL GENERAL MEETING
OF ARGENX SE

 

EXPLANATORY NOTES

 

The following items on the agenda of the meeting 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 2017 financial year (discussion item)

 

This agenda item includes an account of the financial year 2017.

 

3.              Explanation of the implementation of the remuneration policy (discussion item)

 

The implementation of the remuneration policy during the financial year 2017 is explained, including the remuneration of the directors and options which have been granted to them pursuant to the argenx option plan. The remuneration is in line with the remuneration policy adopted by the general meeting of shareholders on 7 November 2017.

 

4.              Discussion and adoption of the 2017 annual report and annual accounts:

 

4a.       Discussion of the 2017 annual report (discussion item)

This agenda item includes the discussion of the 2017 annual report.

 

4b.       Adoption of the 2016 annual accounts (voting item)

 

This agenda item includes the proposal to adopt the 2017 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 2017 to the retained earnings of the Company (voting item)

 

It is proposed to allocate the losses of the Company in the financial year 2017 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 2017 (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.              Board composition

 

5a.       Appointment of James Michael Daly as non-executive director to the board of directors of the Company (voting item)

 

The Board proposes to appoint James Michael Daly 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 2022, which is the fourth year after the year of the appointment. The proposed appointment is in accordance with the Company’s articles of association and

 

argenx SE Willemstraat 5, 4811 AH Breda, the Netherlands

info@argenx.com – www.argenx.com

 

1



 

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 James Michael Daly’s skills, knowledge and expertise built up during his career.

 

Biography

 

James Michael Daly (age 56) holds a Bachelor in Science and a Master in Business Administration from the State of New York University. He joined Glaxo Smith Klein in 1985 where he held various positions, including Sr. Vice President — Respiratory Division with full responsibility for sales, marketing and medical affairs. He moved to Amgen in 2002 where he was Sr. Vice President for the North America Commercial Operations 2011. In 2012 he joined Incyte, a publicly traded company focused in oncology and inflammation, where he was chief commercial officer till June 2015. James Michael Daly currently serves as a director of Chimerix Inc, Acadia Pharmaceuticals, Coherus Biosciences, Halozyme Therapeutics and Bellicum Pharmaceuticals, all Nasdaq listed companies.

 

James Michael Daly doesn’t hold any shares in argenx but he will be offered 15.000 share options under the argenx option plan on the occasion of the next option grant.

 

5b.       Re-appointment of Tim Van Hauwermeiren as executive director to the board of directors of the Company (voting item)

 

The Board proposes to re-appoint Tim Van Hauwermeiren an 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 2022, which is the fourth year after the year of the appointment. The proposed 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.

 

Biography

 

Tim Van Hauwermeiren (age 45) co-founded argenx in 2008 and has served as its Chief Executive Officer since July 2008. He has served as a member of the argenx board of directors since July 2014. Mr. Van Hauwermeiren has more than 20 years of general management and business development experience across the life sciences and consumer goods sectors. Mr. Van Hauwermeiren holds a B. Sc. and M. Sc. in bioengineering from Ghent University (Belgium) and an Executive MBA from The Vlerick School of Management.

 

Tim Van Hauwermeiren holds 65.380 shares in argenx as well as 296.200 share options under the argenx option plan. He also is a director of a Stichting Administratiekantoor that holds 13.826 shares in argenx.

 

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5c.        Re-appointment of David Lacey as non-executive director to the board of directors of the Company (voting item)

 

The Board proposes to appoint David Lacey 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 2022, which is the fourth 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 David Lacey’s skills, knowledge and expertise built up during his career. In addition, the Board believes that the contribution and performance of David Lacey continues to be effective, and that he demonstrates commitment to its role in the Company.

 

Biography

 

Dr. David L. Lacey (age 65) has served as a non-executive director of argenx since July 2014. Dr. Lacey is a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies and venture capital firms, a position he has held since July 2011. He currently serves as a director of Inbiomotion SL, Atreca, Inc. and Nurix, Inc and Unity Biotherapeutics.

 

From 1994 until his retirement in 2011, he held various positions, including head of discovery research, at Amgen Inc., where he played a fundamental scientific role in the discovery of the OPG/RANKL/RANK pathway, which led to the development of the anti-RANKL human mAb denosumab, for both osteoporosis (Prolia) and cancer-related bone diseases (XGEVA). He holds a Bachelor’s degree in biology and an M.D. from the University of Colorado, and has his board certification in anatomic pathology.

 

David Lacey doesn’t hold any shares in argenx but holds 44.443 share options under the argenx option plan.

 

5d.       Re-appointment of Peter K.M. Verhaeghe as non-executive director to the board of directors of the Company (voting item)

 

The Board proposes to re-appoint Peter K.M. 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 2022, which is the fourth 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 K.M. Verhaeghe’s skills, knowledge and expertise built up during his career. In addition, the Board believes that the contribution and performance of Peter K.M. Verhaeghe continues to be effective, and that he demonstrates commitment to its role in the Company.

 

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Biography

 

Mr. Verhaeghe (age 59) holds a degree in law from the University of Leuven and an LLM degree from Harvard Law School. He has served as a non-executive director and chairperson of the argenx Board of Directors since October 2008. 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 represents major European, American and Asian multinationals and medium-size enterprises and start-ups in all sectors of the economy. Mr. Verhaeghe has significant corporate, corporate finance and tax experience and acts as an independent director in listed (Euronext, Nasdaq) and non-listed companies in Belgium, the Netherlands, France and Switzerland.

 

He currently serves as member of the board of directors of Participatiemaatschappij Vlaanderen (PMV) (Belgium) and chairman of the board of directors of Haretis SA (Luxembourg).

 

Peter K.M. Verhaeghe doesn’t hold any shares in argenx but holds 34.585 share options under the argenx option plan.

 

5e.        Re-appointment of Werner Lanthaler as non-executive director to the board of directors of the Company (voting item)

 

The Board proposes to re-appoint Werner Lanthaler 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 2022, which is the fourth 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 Werner Lanthaler’ s skills, knowledge and expertise built up during his career. In addition, the Board believes that the contribution and performance of Werner Lanthaler continues to be effective, and that he demonstrates commitment to its role in the Company.

 

Biography

 

Dr. Werner Lanthaler (age 49) was appointed Chief Executive Officer of Evotec in March 2009. From March 2000 to March 2009 he was Chief Financial Officer at Intercell AG. During his tenure, Intercell developed from a venture-backed biotechnology company into a global vaccine player. Dr. Lanthaler played a pivotal role in many of the company’s major corporate milestones including the product approval of Intercell’s Japanese Encephalitis Vaccine, the company’s acquisitions and strategic pharma partnerships, as well as the company’s initial public offering in 2005. Previously, from 1998 to 2000 Dr Lanthaler served as director of the Federation of Austrian Industry, and from 1995 to 1998 as senior management consultant at the consulting firm McKinsey & Company.

 

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He holds a doctorate in economics from Vienna University, earned his Master’s degree from Harvard University and holds a degree in Psychology. In April 2014, Dr Werner Lanthaler became a non-executive Director of argenx, where he also serves as Chairman of the Audit Committee. In October 2015, Dr Lanthaler became a member of the supervisory board of Topas Therapeutics GmbH.

 

Werner Lanthaler holds 1.000 shares in argenx as well as 29.416 share options under the argenx option plan.

 

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 (voting item)

 

The shareholders are asked to renew 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.

 

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 (voting item)

 

This agenda item proposes 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. For the avoidance of doubt: 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.

 

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 6. and 7. above for a period of 18 months from the general meeting (voting item)

 

This agenda item proposes 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 to which the board of directors may resolve as authorized under 6. or 7. above.

 

11.       Appointment of Deloitte Accountants B.V. as external auditor of the Company for the 2018 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 2018 financial year.

 

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90029 Argenx VIF Proof 2 Exhibit 99.7 Annual General Meeting of argenx SE to be held May 8, 2018 For Holders as of April 10, 2018 Annual General Meeting of argenx SE May 8, 2018 See Voting Instruction On Reverse Side. Date: Please make your marks like this: x Use pen only AGENDA 1. Opening For Against Abstain MAIL 2. Report on the 2017 financial year (discussion item) 3. Explanation of the implementation of the remuneration policy (discussion item) 4. Discussion and adoption of the 2017 annual report and annual accounts: a. Discussion of the 2017 annual report (discussion item) b. Adoption of the 2017 annual accounts (voting item) c. Corporate governance statement (discussion item) d. Allocation of losses of the Company in the financial year 2017 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 2017 (voting item) 5. Board composition. a. Appointment of James Michael Daly as non-executive director to the board of directors of the Company (voting item) b. Re-appointment of Tim Van Hauwermeiren as executive director to the board of directors of the Company (voting item) c. Re-appointment of David L. Lacey as non-executive director to the board of directors of the Company (voting item) d. Re-appointment of Peter K.M. Verhaeghe as non-executive director to the board of directors of the Company (voting item) e. Re-appointment of Werner Lanthaler as non-executive director to the board of directors of the Company (voting item) 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 (voting item) 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 (voting item) 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 6. and 7. above for a period of 18 months from the general meeting (voting item) 9. Appointment of Deloitte Accountants B.V. for the 2018 financial year (voting item) 10. Any other business, announcements or questions 11. End of the annual general meeting • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. All votes must be received by 5:00 pm, New York Time on April 30, 2018. PROXY TABULATOR FOR ARGENX SE P.O. BOX 8016 CARY, NC 27512-9903 EVENT # CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Copyright © 2018 Mediant Communications Inc. All Rights Reserved Please Sign Here Please Date Above 90029 Argenx VIF.indd 1 3/7/2018 12:39:43 PM · Please separate carefully at the perforation and return just this portion in the envelope provided. ·

 


90029 Argenx VIF Proof 2 argenx SE Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 5:00 p.m. (New York Time) on April 30, 2018) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Receipt of argenx SE registered in the name of the undersigned on the books of the Depositary as of the close of business on April 10, 2018 at the Annual General Meeting of the members of argenx SE to be held on May 8, 2018 in respect of the resolutions specified on the reverse. NOTE: 1. The Depositary shall not vote or attempt to exercise the right to vote that attaches to such Shares or other Deposited Securities other than in accordance with such instructions or deemed instructions. 2. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (1) the Company does not wish such proxy given, (2) substantial opposition exists or (3) such matter materially and adversely affects the rights of holders of Shares. (Continued and to be marked, dated and signed, on the other side) 90029 Argenx VIF.indd 2 3/7/2018 12:39:43 PM PROXY TABULATOR FOR ARGENX SE P.O. Box 8016 CARY, NC 27512-9903