BeOne Medicines AG has released its revised Articles of Association, outlining a new capital framework, expanded authorisations for the Board of Directors and updated corporate-governance provisions.

Key capital metrics • Share capital is fixed at USD 154.18 million, divided into 1.54 billion registered shares with a par value of USD 0.0001 each.

• A five-year “capital band” is established, running to 28 April 2029, allowing the Board to adjust share capital between USD 138.69 million and USD 231.15 million. Within this range, the Board may:  – Issue up to 769.62 million new shares (USD 0.0001 par value) to raise equity or pursue strategic transactions.  – Cancel up to 154.96 million shares for capital reductions.  – Alter nominal values or execute simultaneous capital decreases and increases.

• Conditional capital for employee participation permits issuance of up to 462.29 million shares (USD 46.23 million nominal) for equity incentives to directors, executives, employees, contractors and advisers.

• Conditional capital for financing, M&A and other purposes authorises up to 308.20 million shares (USD 30.82 million nominal) to satisfy conversion, option or warrant exercises linked to financial instruments.

Governance and shareholder provisions • The company is incorporated in Basel, Switzerland, with an unlimited duration and a mandate to invest in healthcare, oncology and life-sciences businesses worldwide.

• The Board must comprise at least three members, all elected individually for one-year terms at the annual general meeting (AGM). Board vacancies cannot be filled by the Board itself; new directors require shareholder election.

• An independent voting rights representative is elected annually. Shareholders holding at least 5 % of voting rights can requisition an extraordinary general meeting; those with 0.5 % can propose AGM agenda items subject to advance notice.

• Each share carries one vote, subject to registration in the share register. Nominees may be entered with voting rights at the Board’s discretion.

• AGM resolutions generally pass by simple majority, but amendments to share-class rights or introduction of preferred shares require a two-thirds majority of votes present. Removal of directors during their term requires approval by a majority of all voting shares.

Executive compensation framework • AGMs approve maximum aggregate compensation for the Board (until the next AGM) and for the Executive Management Team (for the following fiscal year). A supplementary pool of up to 100 % of the last approved executive pay cap may be used for newly appointed executives.

• Variable pay comprises short-term incentives (one-year performance metrics) and long-term incentives (multi-year performance or retention-based plans) that can be settled in cash, shares or comparable instruments.

• Board members are limited to 10 external mandates (maximum four in listed companies); executives are limited to five (maximum one in a listed company), with limited temporary exceptions.

Other provisions • The company’s financial year is set by the Board. Unclaimed dividends revert to statutory profit reserves after five years.

• The Swiss Official Gazette of Commerce remains the primary publication channel; AGM notices may also be delivered via a proxy statement filed with the US SEC.

• Swiss courts at the company’s registered seat have exclusive jurisdiction over corporate disputes; US federal courts are the exclusive forum for Securities Act claims unless the company consents otherwise.