Quartergate

Document 12025

EX-99.1 2 a991earningsreleaseq12025.htm EX-99.1 Document

Legend Biotech Reports First Quarter 2025 Results and Recent Highlights

•CARVYKTI® (ciltacabtagene autoleucel; cilta-cel) net trade sales of approximately $369 million

•Over 6,000 patients treated to date

•Initiated CARVYKTI® clinical production at the Tech Lane facility

•Received positive CHMP opinion to add statistically significant improvement in overall survival from CARTITUDE-4 study to CARVYKTI® label

•Australia’s TGA approved CARVYKTI® in second-line plus settings for multiple myeloma patients

•Cash and cash equivalents, and time deposits of $1.0 billion, as of March 31, 2025, which Legend Biotech believes will provide financial runway into the second quarter of 2026

SOMERSET, N.J.—May 13, 2025— Legend Biotech Corporation (NASDAQ: LEGN) (Legend Biotech), a global leader in cell therapy, today reported its first quarter 2025 unaudited financial results and key corporate highlights.

“CARVYKTI, underpinned by its continued strong commercial performance, continues to set the standard for CAR-T therapies in multiple myeloma,” said Ying Huang, Ph.D., Chief Executive Officer of Legend Biotech. “We believe our achievements from this past quarter, including capacity expansion and additional global approvals, are setting the stage for Legend Biotech to achieve company-wide profitability by next year. As we unlock new markets and meet growing global demand, we believe our manufacturing expansion and commercial execution will maintain CARVYKTI’s market leadership position and enable us to deliver our differentiated cell therapy to more patients around the world.”

Regulatory Updates

•The Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) provided a positive opinion for CARVYKTI® on its CARTITUDE-4 overall survival (OS) update where a statistically significant and clinically meaningful improvement was achieved. The Summary of Product Characteristics will contain progression-free survival (PFS), OS, and safety information based on second interim analysis.

•Australia’s Therapeutic Goods Administration (TGA) approved the registration of CARVYKTI® for the treatment of adult patients with relapsed or refractory multiple myeloma who have received at least one prior therapy, including an immunomodulatory agent (IMiD) and a proteasome inhibitor (PI), and are refractory to lenalidomide or who have received at least three prior lines of therapy, including a PI, an IMiD, and an anti-CD38 antibody.

Key Business Developments

•Treated over 6,000 clinical and commercial patients to date.

•In the first quarter of 2025, initiated clinical production of CARVYKTI® at the Tech Lane facility in Ghent, Belgium. The company expects to initiate commercial production at the Tech Lane facility by the end of 2025, providing expanded capacity to meet global demand.

•Published Legend Biotech’s second annual Environmental, Social & Governance (ESG) report, covering fiscal year 2024 data, which aligns with the Sustainable Accounting Standards Board (SASB) Biotechnology and Pharmaceutical sector standards, the Greenhouse Gas (GHG) Protocol, and references the Global Reporting Initiative (GRI) standards; the report underscores Legend Biotech’s dedication to the long-term wellbeing and success of its company, its employees, and the patients it serves.

•Cash and cash equivalents, and time deposits of $1.0 billion, which Legend Biotech believes will provide financial runway into the second quarter of 2026, when Legend Biotech anticipates potentially achieving an operating profit excluding unrealized foreign exchange gains or losses.

First Quarter 2025 Financial Results

•Cash Position: Cash and cash equivalents, and time deposits were $1.0 billion as of March 31, 2025.

•License Revenue: License revenue was $9.3 million for the three months ended March 31, 2025, compared to $12.2 million for the three months ended March 31, 2024. The decrease of $2.9 million was solely attributed to revenue recognized pursuant to Legend Biotech’s license agreement with Novartis for the development, manufacture, and commercialization of LB2102 and other potential CAR-T therapies selectively targeting DLL-3

(the “Novartis License Agreement”). This revenue is recognized over time as Legend Biotech conducts a Phase 1 clinical trial for LB2102. The decrease resulted from the timing of the underlying activities performed in connection with such trial.

•Collaboration Revenue: Collaboration revenue was $185.6 million for the three months ended March 31, 2025, compared to $78.5 million for the three months ended March 31, 2024. The increase was due to an increase in revenue generated from sales of CARVYKTI® in connection with our collaboration and license agreement with Janssen (the "Janssen Agreement").

•Cost of Collaboration Revenue: Cost of collaboration revenue was $69.5 million for the three months ended March 31, 2025, compared to $49.1 million for the three months ended March 31, 2024. The increase was primarily due to Legend Biotech’s share of the cost of sales in connection with CARVYKTI® sales under the Janssen Agreement and expenditures to support expansion in manufacturing capacity.

•Cost of License and Other Revenue: Cost of license and other revenue was $1.8 million for the three months ended March 31, 2025, compared to $5.6 million for the three months ended March 31, 2024, and consisted of costs recognized in connection with the Novartis License Agreement.

•Research and Development Expenses: Research and development expenses were $101.9 million for the three months ended March 31, 2025, compared to $101.0 million for the three months ended March 31, 2024. The increase was due to research and development activities in cilta-cel with two frontline clinical trials ongoing during 2025, offset by a decrease in other cilta-cel research and development activities.

•Administrative Expenses: Administrative expenses were $31.5 million for the three months ended March 31, 2025, compared to $31.9 million for the three months ended March 31, 2024. Administrative expenses remained relatively flat, with an increase in staffing-related expenses due to higher headcount, offset by lower IT expenses due to the timing of completion of existing projects or the initiation of new projects compared to same period in the prior year.

•Selling and Distribution Expenses: Selling and distribution expenses were $41.0 million for the three months ended March 31, 2025, compared to $24.2 million for the three months ended March 31, 2024. The increase was due to increased costs associated with commercial activities including expansion of the sales force due to growing sales of CARVYKTI®.

•Net Loss: Net loss was $100.9 million for the three months ended March 31, 2025, compared to a net loss of $59.8 million for the three months ended March 31, 2024.

•Adjusted Net Loss: Adjusted net loss was $27.0 million for the three months ended March 31, 2025, compared to an adjusted net loss of $85.3 million for the three months ended March 31, 2024.

Webcast/Conference Call Details:

Legend Biotech will host its quarterly earnings call and webcast today at 8:00am ET. To access the webcast, please visit this weblink.

A replay of the webcast will be available on Legend Biotech’s website at https://investors.legendbiotech.com/events-and-presentations.

About Legend Biotech

With over 2,600 employees, Legend Biotech is the largest standalone cell therapy company and a pioneer in treatments that change cancer care forever. The company is at the forefront of the CAR-T cell therapy revolution with CARVYKTI®, a one-time treatment for relapsed or refractory multiple myeloma, which it develops and markets with collaborator Johnson & Johnson. Centered in the US, Legend is building an end-to-end cell therapy company by expanding its leadership to maximize CARVYKTI’s patient access and therapeutic potential. From this platform, the company plans to drive future innovation across its pipeline of cutting-edge cell therapy modalities.

Learn more at https://legendbiotech.com and follow us on X (formerly Twitter) and LinkedIn.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to Legend Biotech’s strategies and objectives; statements relating to CARVYKTI®, including Legend Biotech’s expectations for

CARVYKTI® and its therapeutic potential; statements related to Legend Biotech manufacturing expectations for CARVYKTI® and the ability of Legend Biotech’s manufacturing expansion and commercial execution to maintain CARVYKTI’s market leadership position; statements related to Legend Biotech’s ability to fund its operations into the second quarter of 2026 and to achieve profitability in 2026; and the potential benefits of Legend Biotech’s product candidates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Legend Biotech’s expectations could be affected by, among other things, uncertainties involved in the development of new pharmaceutical products; unexpected clinical trial results, including as a result of additional analysis of existing clinical data or unexpected new clinical data; unexpected regulatory actions or delays, including requests for additional safety and/or efficacy data or analysis of data, or government regulation generally; unexpected delays as a result of actions undertaken, or failures to act, by our third party partners; uncertainties arising from challenges to Legend Biotech’s patent or other proprietary intellectual property protection, including the uncertainties involved in the U.S. litigation process; government, industry, and general product pricing and other political pressures; as well as the other factors discussed in the “Risk Factors” section of Legend Biotech’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 11, 2025 and Legend Biotech’s other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release as anticipated, believed, estimated or expected. Any forward-looking statements contained in this press release speak only as of the date of this press release. Legend Biotech specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

INVESTOR CONTACT:

Jessie Yeung

Tel: (732) 956-8271

[email protected]

PRESS CONTACT:

Mary Ann Ondish

Tel: (914) 552-4625

[email protected]

LEGEND BIOTECH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS


	Three Months Ended March 31,
US$’000, except share and per share data	2025	2024
REVENUE
License revenue	9,348	12,181
Collaboration revenue	185,615	78,481
Other revenue	90	3,329
Total revenue	195,053	93,991
Cost of collaboration revenue	(69,497)	(49,101)
Cost of license and other revenue	(1,847)	(5,638)
Research and development expenses	(101,924)	(100,964)
Administrative expenses	(31,463)	(31,929)
Selling and distribution expenses	(40,969)	(24,223)
Loss on asset impairment	(970)	—
Finance costs	(5,061)	(5,475)
Finance income*	12,056	13,870
Other (expense)/income, net*	(54,508)	49,681
LOSS BEFORE TAX	(99,130)	(59,788)
Income tax expense	(1,786)	(5)
LOSS FOR THE PERIOD	(100,916)	(59,793)
Attributable to:
Ordinary equity holders of the parent	(100,916)	(59,793)
LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
Basic	(0.27)	(0.16)
Diluted	(0.27)	(0.16)
ORDINARY SHARES USED IN LOSS PER SHARE COMPUTATION
Basic	367,525,855	364,010,429
Diluted	367,525,855	364,010,429

*Certain prior year amounts have been reclassified to present finance income as a separate line item and to combine other income/(expense),net for comparative purposes

LEGEND BIOTECH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	March 31, 2025	December 31, 2024
	US$’000	US$’000
NON-CURRENT ASSETS
Property, plant and equipment	98,810	99,288
Advance payments for property, plant and equipment	545	374
Right-of-use assets	107,224	101,932
Time deposits	—	4,362
Intangible assets	2,082	2,160
Collaboration prepaid leases	182,613	172,064
Other non-current assets	5,583	6,056
Total non-current assets	396,857	386,236
CURRENT ASSETS
Collaboration inventories, net	30,933	23,903
Trade receivables	369	6,287
Prepayments, other receivables and other assets	182,040	130,975
Pledged deposits	70	70
Time deposits	563,678	835,934
Cash and cash equivalents	441,702	286,749
Total current assets	1,218,792	1,283,918
Total assets	1,615,649	1,670,154
CURRENT LIABILITIES
Trade payables	58,143	38,594
Other payables and accruals	116,810	166,180
Government grants	535	532
Lease liabilities	5,341	4,794
Tax payable	14,009	20,671
Contract liabilities	39,535	46,874
Total current liabilities	234,373	277,645
NON-CURRENT LIABILITIES
Collaboration interest-bearing advanced funding	305,745	301,196
Lease liabilities long term	51,724	44,613
Government grants	6,058	6,154
Total non-current liabilities	363,527	351,963
Total liabilities	597,900	629,608
EQUITY
Share capital	37	37
Reserves	1,017,712	1,040,509
Total ordinary shareholders’ equity	1,017,749	1,040,546
Total equity	1,017,749	1,040,546
Total liabilities and equity	1,615,649	1,670,154

LEGEND BIOTECH CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW


	Three Months Ended March 31,
US$’000	2025	2024

LOSS BEFORE TAX	(99,130)	(59,788)
CASH FLOWS (USED IN)/PROVIDED BY, OPERATING ACTIVITIES	(103,754)	15,518
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES	256,640	(396,148)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	667	831
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	153,553	(379,799)
Effect of foreign exchange rate changes, net	1,400	(343)
Cash and cash equivalents at beginning of the period	286,749	1,277,713

CASH AND CASH EQUIVALENTS AT END OF THE YEAR	441,702	897,571
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances	1,005,450	1,156,674
Less: Pledged deposits	70	359
Time deposits	563,678	258,744
Cash and cash equivalents as stated in the statement of financial position	441,702	897,571
Cash and cash equivalents as stated in the statement of cash flows	441,702	897,571

RECONCILIATION OF IFRS TO NON-IFRS MEASURES

We use Adjusted Net Loss and Adjusted Net Loss per Share (which we sometimes refer to as “Adjusted EPS” “ANL per Share”) as performance metrics. Adjusted Net Loss and ANL per share are not defined under IFRS, are not a measure of operating income, operating performance, or liquidity presented in accordance with IFRS, and are subject to important limitations. Our use of Adjusted Net Loss has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under IFRS. For example:

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted Net Loss does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements.

•Adjusted Net Loss excludes unrealized foreign exchange gain or loss which resulted primarily from changes in the intercompany loan balances and cash balances as a result of exchange rate changes between USD and EUR.

•Adjusted Net Loss does not reflect changes in, or cash requirements for, our working capital needs.

•In addition, Adjusted Net Loss excludes such as share based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy.

Also, our definition of Adjusted Net Loss and ANL per Share may not be the same as similarly titled measures used by other companies.

However, we believe that providing information concerning Adjusted Net Loss and ANL per Share enhances an investor’s understanding of our financial performance. We use Adjusted Net Loss as a performance metric that guides management in its operation of and planning for the future of the business. We believe that Adjusted Net Loss provides a useful measure of our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We define Adjusted Net Loss as net loss adjusted for (1) non-cash items such as depreciation and amortization, share based compensation, impairment loss, and (2) unrealized foreign exchange gain or loss mainly related to intercompany loan balances and cash deposit balances as a result of exchange rate changes between USD and EUR.

ANL per Share is computed by dividing Adjusted Net Loss by the weighted average shares outstanding.

A reconciliation between Adjusted Net Loss and Net Loss, the most directly comparable measure under IFRS, has been provided in the table below.

LEGEND BIOTECH CORPORATION

RECONCILIATION OF IFRS TO NON-IFRS

(UNAUDITED)


	Three Months ended March 31,
	2025	2024
	US$’000 except per share data (Unaudited)
Net loss	(100,916)	(59,793)
Depreciation and amortization	5,199	5,722
Share based compensation	15,946	18,703
Impairment loss	970	—
Unrealized foreign exchange loss/(gain) (included in Other income/(expense), net)	51,802	(49,889)
Adjusted net loss (ANL)	(26,999)	(85,257)

ANL per share:
ANL per share - basic	(0.07)	(0.23)
ANL per share - diluted	(0.07)	(0.23)

Document 51225

EX-99.4 3 q125-pipeline51225.htm EX-99.4 q125-pipeline51225

1 *In collaboration with Janssen, Pharmaceutical Companies of Johnson & Johnson. †Phase 1 investigator-initiated trial. ‡IND applications have been cleared by the U.S. FDA. #Subject to an exclusive license agreement with Novartis Pharma AG. The safety and efficacy of the agents and/or uses under investigation have not been established. There is no assurance that the agents will receive health authority approval or become commercially available in any country for the uses being investigated. Additionally, as some programs are still confidential, certain candidates may not be included in this list. INDICATIONS: ALL: acute lymphoblastic leukemia; LCNEC: large cell neuroendocrine carcinoma; MM: multiple myeloma; NDMM: newly diagnosed multiple myeloma; NHL: non-Hodgkin lymphoma; RRMM: relapsed or refractory multiple myeloma; SCLC: small cell lung cancer TARGETS: BCMA: B-cell maturation antigen; DLL3: delta-like ligand 3; GCC: guanylyl cyclase C; GPRC5D: G-protein coupled receptor, family C, group 5, member D Autologous Therapies BCMA-directed Autologous Therapy P H A S E 2 P H A S E 3 LEGEND-2† RRMM NCT03090659 CARTIFAN-1* RRMM NCT03758417 CARTITUDE-1* RRMM NCT03548207 CARTITUDE-2* MM NCT04133636 CARTITUDE-4* RRMM 1-3 Prior Lines NCT04181827 CARTITUDE-5* NDMM Transplant Not Intended NCT04923893 CARTITUDE-6* NDMM Transplant Eligible NCT05257083 Ciltacabtagene Autoleucel Clinical Studies P H A S E 1 P R E C L I N I C A L P H A S E 1 NHL † /ALL† (CD19 X CD20 X CD22) GASTRIC & PANCREATIC‡ (CLAUDIN 18.2) SCLC & LCNEC‡# (DLL3) COLORECTAL† (GCC) Additional Pipeline Assets Allogeneic Therapies MM† (BCMA) CAR-γδ T NHL† (CD19 X CD20) CAR-γδ T NHL† (CD20) CAR-αβ T MM† (BCMA) CAR-NK MM † (CD19 X GPRC5D), (GPRC5D) AUTOIMMUNE † (CD19 X CD20 X CD22) AUTOIMMUNE (CD19 X BCMA) Our Pipeline

Document 1

EX-99.5 4 exhibit995tariffriskfactor.htm EX-99.5 Document

Exhibit 99.5

International trade policies, including tariffs, sanctions and trade barriers may adversely affect ourbusiness, financial condition, results of operations and prospects.

We operate in a global economy, and our business depends on a global supply chain for the development, manufacturing, and distribution of our pharmaceutical products, and for the advancement of our preclinical and clinical development programs. There is inherent risk, based on the complex relationships among the U.S. and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. The current international trade and regulatory environment is subject to significant ongoing uncertainty.

We source certain ingredients, precursor chemicals, and specialized equipment from international suppliers, with reliance on foreign manufacturers, including China and Europe. Tariff policies, particularly those affecting China, Europe and/or pharmaceutical products or ingredients and related materials, could materially increase our costs and reduce our profitability, including as a result of our inability to adjust pricing in formulary-based markets. Recent and potential future changes in international trade policies, including U.S.-China trade relations and pharmaceutical-specific tariffs, present material risks to our operations and financial performance.

Recent policy discussions have included potential targeted tariffs or other trade measures specifically aimed at pharmaceutical products and ingredients as part of broader healthcare cost control or national security initiatives. Unlike consumer goods, pharmaceuticals face unique regulatory constraints that make rapid supply chain adjustments particularly difficult and costly.

Unlike many industries, our ability to pass increased costs to customers is limited by the structure of pharmaceutical pricing and reimbursement systems. In certain markets, including the United States and the European Union, drug pricing is subject to government regulation, insurance reimbursement limits or long-term contractual pricing agreements with payers and distributors. In addition, price increases can adversely impact commercial payer formulary decisions. These constraints may prevent us from passing increased costs from tariffs to customers.

Current or future tariffs may also result in increased research and development expenses, including with respect to increased costs associated with ingredients, raw materials, laboratory equipment and research materials and components. Trade restrictions affecting the import of materials necessary for clinical trials could result in delays to our development timelines. Increased development costs and extended development timelines could place us at a competitive disadvantage compared to companies operating in regions with more favorable trade relationships and could reduce investor confidence and negatively impact our business, results of operations, financial condition and growth prospects.

The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the United States or foreign jurisdictions related to compliance with trade regulations. Foreign governments may also adopt non-tariff measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. Foreign governments may also take other retaliatory actions against U.S. entities, such as decreased intellectual property protection, increased enforcement actions, or delays in regulatory approvals, which may result in heightened international legal and operational risks. In addition, the United States and other governments have imposed and may continue to impose additional sanctions, such as trade restrictions or trade barriers, which could restrict us from doing business directly or indirectly in or with certain countries or parties and may impose additional costs and complexity to our business.

Trade disputes, tariffs, restrictions and other political tensions between the United States and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain and could materially and adversely affect our business, financial condition, and prospects. While we actively monitor these risks, any prolonged economic downturn, escalation in trade

tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described in our Annual Report for the fiscal year ended December 31, 2024.

Document 991

EX-99.1 2 d44374dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LEGEND BIOTECH CORPORATION

2101 Cottontail Lane

Somerset, New Jersey 08873

PROXY STATEMENT

General

The board of directors of Legend Biotech Corporation (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on June 12, 2025 at 9:00 a.m. (local time) (the “AGM”). The AGM will be held at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA. Unless otherwise specified, all times and dates referenced in this Proxy Statement are in the U.S. Eastern time zone.

This Proxy Statement can be accessed, free of charge, on the Investor section of the Company’s website at www.legendbiotech.com from May 12, 2025, and the Proxy Form will first be mailed to holders of ordinary shares, par value US$0.0001 per share (“Ordinary Shares”) of the Company on or about May 12, 2025.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person signing such proxy by attending the AGM and voting in person.

Record Date, Share Ownership and Quorum

Only shareholders of record at the close of business on May 7, 2025 (the “Record Date”) are entitled to vote at the AGM. Our Ordinary Shares, that underlie American depositary shares (“ADSs”) are included for purposes of this determination. As of May 7, 2025, 368,576,826 Ordinary Shares of the Company were outstanding, including approximately 163,370,992 Ordinary Shares represented by ADSs and held by JPMorgan Chase Bank, N.A. Each ADS represents two Ordinary Shares. Two holders of Ordinary Shares being not less than an aggregate of fifty percent (50%) of all votes attaching to all Ordinary Shares in issue and entitled to vote and present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, will constitute a quorum for all purposes.

Voting and Solicitation

Each Ordinary Share in issue on the Record Date is entitled to one vote. A resolution put to the vote at the AGM will be decided by poll. Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners. For each of Proposals 1 to 6 presented below, approval of the proposal requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting.

Voting by Holders of Ordinary Shares

When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholders. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the AGM, or at any adjournment thereof.

Abstentions by holders of Ordinary Shares are included in the determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.

Voting by Holders of ADSs

We have requested JPMorgan Chase Bank, N.A., as depositary of the ADSs, to mail to all the registered American Depository Receipt (“ADR”) holders this proxy statement, the accompanying notice of AGM and an ADR Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, JPMorgan Chase Bank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares underlying the ADSs, evidenced by ADRs related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, JPMorgan Chase Bank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below. As the holder of record for all the Ordinary Shares represented by the ADSs, only JPMorgan Chase Bank, N.A. may vote those Ordinary Shares at the AGM.

There is no guarantee that ADR holders or any such holder in particular will receive the notice described above with sufficient time to enable such ADR holder to return any voting instructions to JPMorgan Chase Bank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

PROPOSAL 1:

RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

The board of directors proposes to receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RECEPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024.

PROPOSAL 2:

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR OF THE COMPANY

The audit committee has approved the re-appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2025 and seeks ratification of this decision by the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

PROPOSAL 3:

RE-ELECTION OF DR. PATRICK CASEY AS A DIRECTOR OF THE COMPANY

In accordance with article 88(b) of the Company’s third amended and restated memorandum and articles of association, the term of office of the Class II directors shall expire after a full term of three (3) years and Class II directors appointed at such meeting shall be elected for a full term of three (3) years.

The Class II directors consist of Dr. Patrick Casey, Yau Wai Man Philip, and Dr. Fangliang Zhang, and their term will expire at the AGM.

The board proposes to re-elect Dr. Patrick Casey to serve as a Class II director of the Company for a full term of three (3) years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF DR. PATRICK CASEY AS A DIRECTOR OF THE COMPANY.

PROPOSAL 4:

RE-ELECTION OF MR. YAU WAI MAN PHILIP AS A DIRECTOR OF THE COMPANY

The Class II directors consist of Dr. Patrick Casey, Yau Wai Man Philip, and Dr. Fangliang Zhang, and their term will expire at the AGM.

The board proposes to re-elect Yau Wai Man Philip to serve as a Class II director of the Company for a full term of three (3) years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF YAU WAI MAN PHILIP AS A DIRECTOR OF THE COMPANY.

PROPOSAL 5:

RE-ELECTION OF DR. FANGLIANG ZHANG AS A DIRECTOR OF THE COMPANY

The Class II directors consist of Dr. Patrick Casey, Yau Wai Man Philip, and Dr. Fangliang Zhang, and their term will expire at the AGM.

The board proposes to re-elect Dr. Fangliang Zhang to serve as a Class II director of the Company for a full term of three (3) years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF DR. FANGLIANG ZHANG AS A DIRECTOR OF THE COMPANY.

PROPOSAL 6:

AUTHORIZATION OF EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY

The board of directors proposes to authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE AUTHORIZATION OF EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY TO TAKE ANY AND EVERY ACTION THAT MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTIONS AS SUCH DIRECTOR OR OFFICER, IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT.

OTHER MATTERS

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.

By Order of the Board of Directors,

/s/ Fangliang Zhang

Fangliang Zhang

Chairman of the Board of Directors

Dated: May 12, 2025

Document 992

EX-99.2 3 d44374dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LEGEND BIOTECH CORPORATION

(Incorporated in the Cayman Islands with limited liability)

2101 Cottontail Lane

Somerset, New Jersey 08873

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on June 12, 2025

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Legend Biotech Corporation (the “Company”) will be held at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA, on June 12, 2025 at 9:00 a.m. (local time) for the following purpose:

1.	Proposal No. 1: To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024.

2.	Proposal No 2: To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2025.

3.	Proposal No. 3: To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

4.	Proposal No. 4: To re-elect Yau Wai Man Philip, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

5.	Proposal No. 5: To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

6.	Proposal No. 6: To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

(Terms used but not defined in this Notice shall have the same meaning as defined in the Proxy Statement attached)

And to consider and transact such other business as may properly come before the AGM or any adjournment or adjournments thereof.

The board of directors of the Company has fixed the close of business on May 7, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through JPMorgan Chase Bank, N.A., the depositary of the Company’s ADS program.

Please refer to the Proxy Form, which is attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor section of our website at www.legendbiotech.com. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof.

Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

Shareholders may obtain a copy of the Company’s 2024 annual report, free of charge, from the Investor section of the Company’s website at www.legendbiotech.com, or by contacting Legend Biotech Corporation at 2101 Cottontail Lane, Somerset, NJ 08873, USA, attention: Investor Relations, telephone: 1-732-317-5050, email: [email protected].

Date: May 12, 2025

/s/ Fangliang Zhang

Name: Fangliang Zhang

Title: Chairman of the Board of Directors

Document 993

EX-99.3 4 d44374dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

LEGEND BIOTECH CORPORATION

(the “Company”)

P R O X Y

I/We of , the holder of ordinary shares¹ in the Company, hereby appoint the Chairperson of the Annual General Meeting² or of as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Annual General Meeting of the Company to be held on the 12^th day of June 2025, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit³.


No.	PROPOSALS	FOR	AGAINST	ABSTAIN

1.	To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024.

2.	To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2025.

3.	To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

4.	To re-elect Yau Wai Man Philip, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

5.	To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

6.	To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

Dated , 2025 Signature(s)⁴

1	Please insert the number of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

If any proxy other than the Chairperson of the Annual General Meeting is preferred, strike out the words “the Chairperson of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case if the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

Document 994

EX-99.4 5 d44374dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

JPMorgan Chase Bank, N.A., Depositary

PO Box 64873 Saint Paul MN 55164-0873

Legend Biotech Corporation

TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

REPRESENTING ORDINARY SHARES OF

Legend Biotech Corporation


		Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting.

FOLD AND DETACH HERE

Ordinary Resolutions

The Board of Directors unanimously recommends

a vote FOR all the Resolutions.

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

Res. 1

☐

Res. 4

☐

Res. 2

☐

Res. 5

☐

Res. 3

☐

Res. 6

☐

Address change ☐ Mark box, sign and indicate changes/comments below:

☐ Mark box at immediate left if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above.

Sign below

Date:

Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

Legend Biotech Corporation

AGENDA

Ordinary Resolutions

1.	To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2024.

2.	To ratify the appointment of Ernst & Young LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2025.

3.	To re-elect Dr. Patrick Casey, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

4.	To re-elect Yau Wai Man Philip, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

5.	To re-elect Dr. Fangliang Zhang, whose term of office will expire pursuant to article 88(b) of the Company’s memorandum of association, to serve as a Class II director of the Company for a full term of three (3) years.

6.	To authorize each of the directors and officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit.

Legend Biotech Corporation

JPMorgan Chase Bank, N.A., Depositary

PO Box 64873, Saint Paul MN 55164-0873

Voting Instruction Card

JPMorgan Chase Bank, N.A., (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of Legend Biotech Corporation (the “Company”) will be held at 9:00 a.m. (Eastern Time), on June 12, 2025, at the offices of the Company located at 2101 Cottontail Lane, Somerset, New Jersey 08873, USA, for the purposes set forth on this card.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your American Depositary Receipt(s) FOR or AGAINST or to ABSTAIN from voting on the Resolutions, or any of them, proposed for the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly whether you desire or oppose or abstain from voting on the Company’s Resolutions, or any of them, as the case may be. Alternatively, you may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 9:00 a.m. (Eastern Time), on June 9, 2025. Only the registered holders of record of American Depositary Receipt(s) as of the close of business on May 7, 2025, will be entitled to execute the attached Voting Instruction Card.

If no American Depositary Receipt Voting Instruction Card is received by the Depositary before 9:00 a.m. (Eastern Time), June 9, 2025, in accordance with the provisions of the Depositary Agreement, you will be deemed to have instructed the Depositary to give a discretionary voting proxy to a person designated by the Company, which for purposes of this meeting is the Chairman of the Company with full power to exercise the voting rights under the Ordinary Shares represented by your American Depositary Receipt(s) and with full power to each of substitution.

The signatory, a registered holder of American Depositary Receipt(s) representing Ordinary Shares of the Company of record on May 7, 2025, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by American Depositary Receipt(s), in accordance with the instructions given at the Meeting.

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 9:00 a.m. (Eastern Time), on June 9, 2025.

Please Note: The Notice of Annual General Meeting and the Annual Report are available for viewing on the Company’s website www.legendbiotech.com.

JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.