Zai Lab (ZLAB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2026, both in-person in Shanghai and virtually, with shareholders voting on director elections, auditor appointments, executive compensation, and share issuance/repurchase mandates.

• All nine current directors are up for re-election, with detailed biographical and independence information provided, and the board recommends voting in favor of all nominees.

• KPMG LLP and KPMG are recommended for re-appointment as independent auditors for 2026, with the board also seeking authority to fix auditor compensation.

• Shareholders are asked to approve a general mandate for the board to issue or repurchase up to 10% of issued shares (excluding treasury shares) until the next annual meeting.

Voting matters and shareholder proposals

• Proposals include re-election of all directors, auditor appointments, auditor compensation, advisory approval of executive compensation, share issuance and repurchase mandates, and other business as may arise.

• Each proposal requires a simple majority of votes cast by shareholders present or represented by proxy.

Board of directors and corporate governance

• The board consists of nine members, with a majority being independent and annual elections for all directors.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Commercial, all with defined charters and responsibilities.

• The board has a lead independent director and conducts annual self-evaluations and succession planning.