AGENUS INC

Stockholder Proposals for 2025 Annual Meeting of Stockholders

Proposals to be included in the Company’s proxy statement. Under SEC rules, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our 2024 Annual Meeting of Stockholders, the proposal must comply with Rule 14a-8 under the 1934 Act and must also meet the advance notice requirements in our bylaws applicable to all stockholder proposals (as described in the following paragraphs).

Proposals to be brought before an annual meeting. Under our bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. Among other requirements, these procedures require any nomination or proposed item of business to be submitted in writing to our Chairman of the Board or Corporate Secretary at our principal executive offices. Assuming our 2025 Annual Meeting of Stockholders is not more than 30 days before or 30 days after June 11, 2025, if you wish to bring business before the 2024 Annual Meeting of Stockholders, you must give us written notice by December 29, 2024.

However, if at least 60 days’ notice or prior public disclosure of the date of the 2025 Annual Meeting of Stockholders is given or made and the date of the 2025 Annual Meeting of Stockholders is not within 30 days before or after June 11, 2025, notice by the stockholder must be received by the Company 45 days prior to the date of the 2025 Annual Meeting of Stockholders. If less than 60 days’ notice or prior public disclosure of the date of the 2025 Annual Meeting of Stockholders is given or made and the date of the 2025 Annual Meeting of Stockholders is not within 30 days before or after June 11, 2025, notice by the stockholder must be received by the Company no later than 15 days after the date Agenus sends notice of the 2025 Annual Meeting of Stockholders. If a stockholder fails to provide timely notice of a proposal to be presented at the 2025 Annual Meeting of Stockholders, the proxies designated by the Board will have discretionary authority to vote on the proposal.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Board's nominees must also provide written notice to our Chairman of the Board or Corporate Secretary that sets forth all the information required by Rule 14a-19 of the 1934 Act.

Householding of Meeting Materials

Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement or annual report may have been sent to multiple stockholders in your household. We will promptly provide a separate copy of either document to you if you contact Investor Relations at Agenus Inc., 3 Forbes Road, Lexington, Massachusetts 02421, or telephone or e-mail Investor Relations at 781-674-4400 orinvestor@agenusbio.com. If you want to receive separate copies of the annual report and proxy statement in the future or if you are receiving multiple copies and would like to receive only one printed copy for your household, you should contact your bank, broker or other nominee record holders, or you may contact us.

Documents Incorporated by Reference

The financial statements from our Annual Report on Form 10-K for the year ended December 31, 2023 are incorporated by reference herein.