Application of the 2021 Remuneration Policy in 2024

Named Executive Officer Remuneration during 2024

This chapter contains a detailed overview of the remuneration paid for the year ended December 31, 2024 to the NEOs. Of the NEOs, only the CEO is a statutory director in the Board of Directors. The remuneration of the NEOs in 2024 consisted of base pay and benefits, STI pay in the form of variable cash remuneration, and LTI pay in the form of Company equity, consisting of stock options and restricted stock units (RSUs).

Total Named Executive Officer Remuneration

The majority of NEO compensation is provided in the form of variable remuneration, which is a combination of performance-dependent (short-term cash incentives) and stock options and service-dependent (RSUs) compensation. Variable (short-term) compensation allows the Board of Directors to set challenging annual objectives aligning the priorities of the NEOs with the short-term strategic objectives of the Company. Company equity in the form of stock options provides an incentive to the NEOs to contribute to Company (stock price) value increase over the long-term (3 years) vesting period of the stock options. Company equity in the form of RSUs also provides an incentive for value creation over the long-term (4 years) vesting period of the RSUs. The combination of variable pay in the form of cash-award STI pay, and stock option based and RSU based LTI pay, ensures a balanced incentive for short-term focus on and performance of near-term strategic targets, while contributing to sustainable long-term value creation and ensuring long-term commitment (retention) of the executive. In addition, the Company provides severance arrangements as applicable for the industry and pension and fringe benefits, including a performance based corporate bonus for all employees in the Company of up to €3,948 ($4,266) in accordance with Belgian practice. Moreover, in accordance with the DCGC, when determining the remuneration package of the executives, scenario analyses are performed annually and taken into account in setting the total remuneration levels and target and maximum awards under the STI and LTI plans.

Base pay

In 2024, compared to 2023, the base pay of the NEOs was increased in line with the total argenx employee population annual base pay increase guidelines (CEO +15%, COO +6%, CFO +6%). The increases for the NEOs followed a review of the individual’s performance over the preceding year(s), in light of comprehensive analysis of benchmark data showing the relative positioning of base salaries compared to the relevant external and internal peers. This process ensures that the Company’s compensation packages are a fair reflection of individual performance while also remaining competitive and aligned with the market. The merit principles and base pay increase framework applied are identical to those applicable to all employees in the organization and are based on the individuals’ performance and contributions over the preceding period.

With respect to the CEO, at his request his base pay remained unchanged between 2022 and 2023; accordingly, the increase in 2024 was the first increase since then. This increase was deemed necessary to ensure fairness in light of industry benchmarks and to recognize the continued outstanding commitment and performance of the CEO in delivering exceptional value to our shareholders. Even with this adjustment, the CEO places only at the 27^th percentile of our new global peer group for base pay.

With respect to the COO, the Board of Directors recognized the outstanding performance and the achievement and over achievement of short-term targets. Consequently, and in line with pay practice applied consistently across the wider workforce, the COO’s base pay was increased by 6.1% in 2024 versus 2023. The increase consisted of a merit increase and an additional base pay increase to recognize her exceptional performance mentioned above, her competitive placement versus the benchmark data and her critical role in our ongoing success.

With respect to the CFO, the Board of Directors recognized outstanding performance for the second year in a row in 2024, including achievement and over achievement of short-term targets, and established that the CFO’s base pay was still below the midpoint for base pay for CFOs in the reference peer group. Consequently, and in line with pay practice applied consistently across the wider workforce, the CFO’s base pay was increased by 6% in 2024 versus 2023, consisting of a merit increase and an additional base pay increase to move the CFO closer to the benchmarked midpoint. The base pay increase was consistent with the base pay increase of 6% between 2023 and 2022.

Please refer to Section 3.4.11 “Total Named Executive Officer Remuneration” for an overview of the total value of the remuneration paid to the NEOs for the last 3 years.

Variable Cash

The NEOs were eligible for a variable cash payment for the performance of pre-defined short-term performance targets in 2024, with the target variable cash compensation set as a percentage of their base pay (60% for CEO, 50% for COO and 40% for CFO). The Board of Directors has set a cap of 200% pay-out per target, and a 200% overall pay-out cap. The Board of Directors evaluated the pay-out of each target, with ‘at target’, ‘maximum per target’ and ‘actual pay-out’ explained in detail in the table below.

CEO

When considering the variable pay pay-out of the CEO, the Board of Directors primarily reviewed whether the key objectives of the Company’s business plan for 2024 were achieved.

Personal targets set for the CEO, in addition to his overall responsibility for delivering the business plan, were the following:

COO

When considering the variable pay pay-out of the COO, the Board of Directors primarily reviewed whether the following key objectives of the Company’s business plan for which the COO had key responsibilities for 2024, were achieved.

Personal targets set for the COO, in addition to her overall responsibility for delivering commercial performance, were the following:

CFO

When considering the variable pay pay-out of the CFO, the Board of Directors primarily reviewed whether the key commercial and operational objectives of the Company’s business plan for 2024 were achieved.

The personal targets set for the CFO, in addition to his overall responsibility for delivering commercial performance, were the following:

Corporate Bonus

All employees are eligible to annually earn a performance based corporate bonus with a maximum value of €3,948 ($4,266) per year, based on three equally weighted Company-wide goals. In 2024, the targets focused on (i) continued increased cybersecurity awareness, (ii) building argenx together by bringing the cultural pillars and operating principles to life through participation in Culture Labs, and (iii) supporting development and growth of all employees through personal development plans. A pay-out of €3,350 ($3,636) was made to all employees.

Equity

In 2024, the Company granted a mix of stock options and RSUs to the NEOs. The number of instruments to be granted in the course of 2024 was determined pursuant to the annual benchmark exercise performed with the help of AON Radford. This benchmark exercise takes place in the third quarter of each calendar year.

Determination of target value of CEO equity grant

For the 2023 CEO equity granted on the first business day in July 2023, being July 3, 2023, the determination of the target value for the CEO followed the below steps:

• The total target value of $6,986,986 was established in the third quarter of 2022.
• Immediately thereafter, the target value was subsequently converted into a fixed number of stock options and RSUs to be granted on the grant date of July 3, 2023.
• For the conversion into a fixed number of stock options; a Black-Scholes value of $151.03 per stock option was used based on the 30-day average stock price of $366.58 before July 22, 2022. Based on this valuation, the number of stock options to be granted on July 3, 2023 was fixed at 30,000 stock options.
• For the conversion into a fixed number of RSUs; the value of $366.58 per RSU was based on the 30-day average stock price of $366.58 before July 22, 2022. Based on this valuation, the number of RSUs to be granted on July 3, 2023 was fixed at 6,700 RSUs.
• Consequently, the fixed number of stock options and RSUs, 30,000 and 6,700 respectively, were embedded in the 2023 equity allocation scheme.
• On the grant date of July 3, 2023, the stock price was $389.73 compared to $366.58 on the date on which the number of stock options and RSUs were fixed following conversion of the target value.
• This resulted in a value at grant on July 3, 2023 of $8,084,605 compared to the target value of $6,986,986 in the third quarter of 2022. This difference is explained by the stock price increase in the intervening period.¹⁾
• Consequently, by fixing the number of equity instruments in the third quarter of 2022 while the grant takes place in the second quarter of the next year, any positive or negative fluctuations in the stock price between the third quarter of 2022 and July 3, 2023 were not taken into account.

The same determination methodology was followed between the approval of the 2021 Remuneration Policy and 2024.

Updated determination of target value of CEO equity grant as of 2024

As referenced in the 2023 remuneration report, the Company took concrete steps in 2024 to close the time gap between the benchmarking exercise when determining the target value. The below steps have been followed in 2024 for the determination of the target value for the CEO:

• The total target value of $5,080,000 was established in the third quarter of 2023.
• In contrast to 2023, the target value was not immediately converted into a fixed number of stock options and RSUs.
• Instead, the number of stock options was calculated by dividing the target value through the then applicable Black-Scholes value based on 30 calendar days preceding the 15^th day of the month in which the grant occurs (the Reference Date), rounded up to the nearest whole number granted as stock options.
• The numbers of RSUs was calculated by dividing the target value through the average closing price 30 calendar days preceding the Reference Date, rounded up to the nearest whole number granted as RSUs.
• The 30-calendar day average closing price on June 15, 2024 was $375.68.
• Consequently, 18,279 stock options and 6,672 RSUs were granted on the grant date of June 28, 2024.
• The stock price on the day preceding the grant of June 28, 2024 was $445.76 compared to the 30-calendar day average of $375.68 on the Reference Date of June 15, 2024.
• This resulted in a total value at grant on June 28, 2024 of $6,209,313 compared to the target value of $5,080,000 on the Reference Date of June 15, 2024. This difference is explained by the stock price increase in the intervening period.²⁾
• Even though the time period between the valuation date and grant date has been drastically reduced from 8 months to 2 weeks, stock fluctuations whether positive or negative, will still influence the grant value compared to the target value. For instance, in 2024, we announced the FDA approval of VYVGART HYTRULO for CIDP on June 21, 2024, which positively influenced the stock price between June 15, 2024 and July 1, 2024.

The above determination methodology will be applied going forward, irrespective of whether the Proposed 2025 Remuneration Policy will be approved. It will for the first time be used for the determination of the 2025 target value for stock options and PSUs.

The following table sets out the number, value and key terms of equity instruments granted to the NEOs in 2024:

Pension and fringe benefits

The benefits paid to the NEOs are jurisdiction dependent. For the CEO, these included benefits customary in the Belgian market, and which are standard components of Belgian-based employee packages: pension contributions, a hospitalization insurance, a representation allowance and a company car. The Company pension contribution percentage of base pay for the CEO is equal to the Company pension contribution percentage for all employees in Belgium. For the COO, these included benefits customary in the Swiss market, and which are standard components of Switzerland-based employee packages: car allowance, lunch allowance, health insurance allowance, representation allowance and pension contributions For the CFO, these included benefits customary in the U.S. market, and which are standard components of our U.S.-based employee packages: a company-administered health and 401k plan, with a 4% company match.

Equity holding requirements for Named Executive Officers

In 2023, the Company implemented the following holding requirements for the Named Executive Officers:

• CEO: 3x base pay
• Other NEOs: 1x base pay

The minimum equity stake has to be built up over a maximum of five years and continues to apply for the duration of employment and for two years thereafter.

Severance arrangements

In accordance with our 2021 Remuneration Policy, the CEO has an 18-month notice period for termination (or alternatively, 12 months severance in lieu of notice). For the other NEOs, no contractual arrangements have been made for severance.

In the year ended December 31, 2024, no severance payments were granted to the NEOs.

Clawback policy

In the event that any variable remuneration (cash or equity) is paid to members of the Senior Management Team, including the NEOs, based on financial information which later proves to be incorrect and leads to an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements of the Company that is material to the previously issued financial statements of the Company, or (ii) that corrects an error that is not material to previously issued financial statements of the Company, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the difference between the paid compensation and the compensation which would have been payable without such accounting restatement, shall be claimed back from the executive, all as further set out in the Executive Compensation Clawback Policy, as adopted by the Board of Directors on July 25, 2023.

In the year ended December 31, 2024, no variable remuneration was clawed back and no variable remuneration was adjusted (retroactively).

If the Proposed 2025 Remuneration Policy is approved at the 2025 General Meeting, new management agreements that are entered into with the Company will not have notice periods exceeding 12 months unless otherwise required by local law. No severance arrangements will be paid in the event of serious culpable or negligent behavior on the part of an Executive Director being dismissed. We also will not pay severance if the agreement is terminated at the initiative of an Executive Director, other than due to serious culpable conduct or neglect on the part of the Company.

1) These amounts do not reflect the actual economic value realized by the beneficiary. Amounts included represent the expenses with respect to the assumptions used in the Black-Scholes model differ between Belgian beneficiaries versus non-Belgian beneficiaries, resulting in the CEO’s stock based compensation expenses to be higher than other beneficiaries. For a description of the assumptions used, see ”Note 13 Share-Based Payments” in the 2023 consolidated financial statements.

2) These amounts do not reflect the actual economic value realized by the beneficiary. Amounts included represent the expenses with respect to the assumptions used in the Black-Scholes model differ between Belgian beneficiaries versus non-Belgian beneficiaries, resulting in the CEO’s stock based compensation expenses to be higher than other beneficiaries. For a description of the assumptions used, see “Note 13 Share-Based Payments” in the consolidated financial statements.