Beigene (HKEX: 06160) has released the proxy materials for its 2026 Annual General Meeting (AGM), to be held on 11 June 2026 in Zurich. Shareholders will vote on 20 resolutions covering financial statements, board composition, compensation, capital mandates and auditor appointments. The Board recommends voting “FOR” every item.
Key agenda highlights:
1. FY 2025 Financials and Loss Appropriation • Resolution 1 requests approval of the audited Swiss statutory standalone and consolidated statements for FY 2025. • Resolution 2 seeks endorsement of the proposed appropriation of the accumulated FY 2025 loss. • Resolution 3 proposes discharge of liability for the Board and Executive Management Team for the relevant period.
2. Board Refresh and Governance • Resolutions 4(a)–4(j) present the re-election of seven existing directors and the election of three new candidates—Dr. Felix J. Baker, Ms. Elizabeth F. Mooney and Dr. Charles L. Sawyers—each for a term ending at the 2027 AGM. • Resolution 5 asks shareholders to confirm John V. Oyler as Chairman through the same period. • Resolutions 6(a)–6(b) address Compensation Committee appointments. • Resolution 7 nominates Schweiger Advokatur/Notariat as Independent Voting Representative for one year.
3. Auditor Matters • Resolution 8 ratifies Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as independent auditors for FY 2026 and re-elects Ernst & Young AG as statutory auditor. • Resolution 9 authorises the Board to fix FY 2026 audit fees.
4. Compensation and Reporting Votes • Advisory Resolution 10 covers FY 2025 named-executive pay. • Resolutions 11–12 set maximum aggregate compensation for the Board (2026–27 cycle) and Executive Management Team (FY 2027). • Resolutions 13–14 request advisory approval of the Swiss Statutory Compensation Report and Non-Financial Matters Report for FY 2025.
5. Equity-Based Incentive Plans • Resolution 15 approves the Fifth Amended and Restated 2016 Share Option and Incentive Plan, including a consultant sub-limit. • Resolution 16 approves the Sixth Amended and Restated 2018 Employee Share Purchase Plan.
6. Capital Management Authorities • Resolution 17 seeks a mandate allowing the Board to issue, allot or deal with ordinary shares and/or ADSs—up to 20% of issued share capital (excluding treasury shares)—until the 2027 AGM. • Resolution 18 proposes a 10% share-repurchase authority, excluding RMB-denominated shares listed on the STAR Market. • Resolution 19 authorises allocations to Amgen Inc. to maintain its ownership percentage during any offerings executed under the share-issue mandate for a rolling five-year period.
7. Procedural Item • Resolution 20 gives the Chairman power to adjourn the AGM to solicit additional proxies if required.
The proxy states that, absent specific shareholder instructions, the Independent Voting Representative will cast votes in line with Board recommendations. Shareholders of record as of 12:00 p.m. CEST on 22 May 2026 must submit proxies or attend the meeting in person (or via designated channels for STAR Market holders) to exercise their voting rights.
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