Merus (MRUS) investor relations material

Executive summary

• An extraordinary general meeting (EGM) is scheduled for December 9, 2025, to vote on the acquisition of all outstanding shares by Genmab Holding II B.V., a subsidiary of Genmab A/S, for $97.00 per share in cash, as per the Transaction Agreement dated September 29, 2025.

• The board unanimously recommends shareholders vote in favor, citing a 41% premium to the pre-announcement share price and a 50% premium to the 60-day average, and has received a fairness opinion from Jefferies LLC.

• If the offer is successful, Merus will be delisted from Nasdaq and become a wholly owned subsidiary of Genmab; if not, it will remain independent and listed.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1a) a statutory merger with a new entity (New TopCo) if a Dutch tax ruling is obtained; (1b) amendments to articles and conversion to a private company if the ruling is not obtained; (2) discharge of board members; (3b, 4b, 5b) appointment of three new non-executive directors; (6) a non-binding advisory vote on executive compensation.

• Proposals 3a, 4a, and 5a allow shareholders to make recommendations for non-executive director appointments but are not subject to a majority requirement.

• The board recommends voting FOR all proposals except 3a, 4a, and 5a, for which it makes no recommendation.

Board of directors and corporate governance

• Upon closing, the board will consist of six directors: three designated by Genmab (including Jan van de Winkel, Greg Mueller, Anthony Pagano, and Martine van Vugt), and two current independent directors from Merus.

• Current board members not continuing will resign at closing.