Agenus (AGEN) investor relations material

Voting matters and shareholder proposals

• Proposal 4 seeks approval for a one-time exchange of underwater stock options held by employees, consultants, and non-employee directors for new options, with executive and director options priced at a 50% premium to fair market value on the exchange date.

• The exchange is structured as a one-for-one share replacement, with no increase in the aggregate number of outstanding options.

• Approval requires a majority of votes cast by stockholders present in person or by proxy; abstentions and broker non-votes will not affect the outcome.

• The Board recommends a vote in favor of Proposal 4.

Executive compensation and say-on-pay

• Executives and non-employee directors will receive replacement options with a strike price at 150% of the exchange date’s fair market value, aligning their compensation with future stock price appreciation.

• Other employees and consultants will receive options at fair market value, restoring retention and motivation value.

• Executives have elected to receive both base and annual bonus compensation entirely in stock and options, with no cash component.

• The compensation committee selected this structure to avoid incremental cash outlay and to ensure executives benefit only after significant stock price appreciation.

Board of directors and corporate governance

• The compensation committee evaluated alternatives and determined the one-for-one exchange with a premium strike for executives best aligns with stockholder interests.

• Executive officers and non-employee directors are eligible to participate if they hold eligible options and remain in service through the exchange date.