Report of the Non-Executive Directors

Meetings

Our Board of Directors had 5 formal meetings in the course of 2024. The meetings were held in the months February, May, July, October and December. The committees of the Board of Directors also convened regularly and at least once per quarter. Please refer to Sections ”Report Audit and Compliance Committee” to “Report Commercialization Committee” below for the separate reports of the committees.

All Board of Director meetings and 16 out of 19 formal committee meetings were also attended by Mr. Van Hauwermeiren, as executive director. In addition, several members of the Senior Management Team were invited to discuss specific items included on the Board of Director and committee meetings’ agendas.

Attendance Record Board of Director Meetings

In 2024, 5 Board of Directors meetings were held. The meeting attendance rate for our directors is set out in the table below.

In 2024, all of the 5 Board of Directors meetings with solely the Non-Executive Directors being present were held as closed sessions at the beginning or the end of other meetings. These meetings were attended by all Non-Executive Directors appointed at such time.

Activities

The agenda for the Board of Directors centers around the key business objectives for long-term value creation and the key risks involved, as well as the manner in which the Senior Management Team implements our strategy including our research and development pipeline and the commercialization of our products, our culture to ensure proper monitoring by the Non-Executive Directors, our financial position as well as the results of our subsidiaries, significant investment proposals, yearly budgets, the internal risk management and control system, talent development, succession planning and remuneration and appointment matters.

In 2024, the Board of Directors primarily discussed the Company’s innovation mission and objectives and reviewed the scientific pipeline and regulatory developments for all product candidates, ensuring the required progression thereof. The Board of Directors furthermore reviewed and discussed the commercialization strategies and opportunities, contributing to our successful product launches and sales ramp-up. The Board of Directors also spent a significant amount of time on talent development and succession planning, both for the senior leaders within the Company (within and beyond the Senior Management Team) and the Board of Directors. This lead to the appointment of Dr. Brian Kotzin as a Non-Executive Director and chairperson of the research and development committee and the renewal of the appointment of Dr. Pamela Klein and Mr. Peter Verhaeghe as Non-Executive Directors and Mr. Peter Verhaeghe’s reappointment as chairperson of the Board of Directors. A lot of time was also spent discussing and evaluating the Company’s rapid growth and how to maintain our unique company culture through these periods of growth. Finally, the Board of Directors spent time discussing our ESG journey and shareholder feedback on say-on-pay and how to address that.

Board Evaluation

The Board of Directors evaluates its functioning and the functioning of its committees and of each individual director annually. The evaluation process is performed with the help of an external professional board evaluation consultant. In 2024, the evaluation was performed by Nasdaq Governance Solutions. The evaluation includes preparing specific questionnaires focusing on the skills and competences most relevant to us, and the most material board topics and challenges we face. The written questionnaire is then followed up by one-to-one interviews with the representative of Nasdaq Governance Solutions with each member of the Board of Directors, followed by a debrief and discussion held with the external evaluator and the entire Board of Directors both in writing (in form of a report) and in the form of a live discussion of the evaluation report aimed at distilling specific learnings and conclusions.

Based on the self-evaluation performed, the Non-Executive Directors concluded that the Board of Directors and its committees had properly discharged their responsibilities during 2024. The Board of Directors identified certain strengths and weaknesses and adopted a plan for further board development and succession in 2025. All directors consider the Board of Directors to be a high performing, engaged, open and transparent board. The importance to preserve this was highlighted by Nasdaq Governance Solutions. All Non-Executive Directors consider fostering further development and education of great importance, which can be furthered in 2025 through advisory board sessions, deep-dives and other educational courses.

Report Audit and Compliance Committee

The Audit and Compliance Committee reports regularly to our Board of Directors on the exercise of its functions. It informs our Board of Directors about all areas in which action or improvement is necessary in its opinion and produces recommendations concerning the necessary steps that need to be taken. The audit review and the reporting on that review cover the Company and its subsidiaries as a whole.

In 2024, the main points of discussion at the meetings were the 2023 consolidated financial statements and press release as well as interim consolidated financial statements and press releases, internal audit and external auditors’ reports, the review of quarterly forecasts, updates on tax priorities, cash management, CSRD implementation (including finalization of the double materiality assessment), the Company’s ethics and compliance program, the Company’s cyber security program and the Company’s privacy program.

In 2024, 6 formal Audit and Compliance Committee meetings were held. The meeting attendance rate for our Non-Executive Directors is set out in the table below.

Report Remuneration and Nomination Committee

The Remuneration and Nomination Committee assists the Board of Directors by, amongst other matters, regularly reviewing our remuneration policy, preparing remuneration proposals and periodically assessing the size and composition of the Board of Directors, as well as preparing the policy of the Senior Management Team on the selection criteria and appointment procedures for the Senior Management Team. During their deliberations in 2024, the main topics of discussion were long-term succession and development planning for key company leadership. The key themes in 2024 were around our evolving remuneration practices and needs in light of stakeholder feedback and engagement, leading up to a proposed revised remuneration policy in 2024 and preparations for a further revised policy to be proposed in 2025.

In 2024, 6 formal Remuneration and Nomination Committee meetings were held. The meeting attendance rate for our Directors is set out in the table below.

Report Research and Development Committee

The research and development committee functions as a sounding board to our research and development management, general management and the Board of Directors, and monitors our research and development goals, strategies and measures. In 2024, the committee held 4 formal meetings, in which it focused mainly on the vision and strategy on science, the Company’s research and development pipeline including its preclinical and clinical stage product-candidates, potential future indications for its commercial stage products and developments in relation to our IIP.

The meeting attendance rate for our directors is set out in the table below.

Report Commercialization Committee

The commercialization committee functions as a sounding board on branded and unbranded strategic marketing plans for the Board of Directors. In 2024, the committee held 3 formal meetings, in which it focused mainly on the execution of our launch of VYVGART in CIDP, the execution of our launch of VYVGART in ITP in Japan and gMG in several other jurisdictions as well as the preparation for potential future launches, subject to obtaining further approvals.

The meeting attendance rate for our directors is set out in the table below.