EX-99.5

Exhibit 5

VOTING PROXY

THE UNDERSIGNED


Name		:

Address		:

acting on behalf of (only to be completed if relevant)

Name		:

Address		:

(the “Shareholder”).

DECLARES AS FOLLOWS

The Shareholder hereby registers for the annual general meeting of shareholders of Merus N.V. to be held on June 12, 2019 (the “AGM”) and, for purposes of being represented at the AGM, grants a power of attorney to each civil law notary, candidate civil law notary and lawyer, working at NautaDutilh N.V. (the “Proxyholder”).

2.	The scope of this power of attorney extends to the performance of the following acts on behalf of the Shareholder at the AGM:

to exercise the voting rights of the Shareholder in accordance with paragraph 3 below; and

to exercise any other right of the Shareholder which the Shareholder would be allowed to exercise at the AGM.

3.	This power of attorney shall be used by the Proxyholder to exercise the Shareholder’s voting rights in the manner directed as set out below. If no choice is specified in respect of one or more agenda items, the Proxyholder shall vote “FOR” such agenda item(s).


*Agenda items*		*For*	*Against*	*Abstain*

1.	Adoption of the annual accounts over the financial year 2018	☐	☐	☐

2.	Appointment of the external auditor for the financial year 2019	☐	☐	☐

3.	Release of the Company’s directors from liability for the exercise of their duties during the financial year 2018	☐	☐	☐

4.	Amendment of the Company’s articles of association and authorization to implement such amendment	☐	☐	☐

5.	Appointment of Dr. Victor Sandor as non-executive director	☐	☐	☐

6.	Appointment of Dr. Sven Ante Lundberg as non-executive director	☐	☐	☐

7.	Re-appointment of Dr. Anand Mehra as non-executive director	☐	☐	☐

8.	Re-appointment of Dr. John de Koning as non-executive director	☐	☐	☐

9.	Approval of amendment to awards granted under the Company’s 2010 employee option plan	☐	☐	☐

10.	Granting authorization to acquire shares in the Company’s capital	☐	☐	☐