Cosmo Pharmaceuticals N : Explanatory notes

EXPLANATORY NOTES TO THE AGENDA OF THE ANNUAL GENERAL MEETING OF COSMO PHARMACEUTICALS N.V. ("COSMO") ("AGM") ON FRIDAY 24 MAY 2024.

Item 1: Opening of the AGM.

The chairperson of the meeting will open the AGM.

Item 2: Update on financial statements 2023 (discussion item)

Reference is made to our announcements of 20 March 20241 and 29 April 20242 on its ongoing discussions regarding Cosmo's annual report for the financial year 2023. The board of directors of COSMO (the "Board of Directors") will inform shareholders on the status of the annual accounts.

Item 3: Proposal to appoint (i) Mr. Giovanni di Napoli as executive member of the Board of Directors, with the title CEO, for a period of one (1) year, and (ii) Mr. Niall Donnelly as executive member of the Board of Directors, with the title CFO, for a period of one (1) years (voting items).

Pursuant to article 13.2 of the Articles, the General Meeting shall appoint one or more executive directors (the "Executives") and non-executive directors (the "Non-Executives"). In accordance with article 13.3 of the Articles of COSMO, an Executive is appointed for a period to be determined by the General Meeting, with a maximum period of three (3) years, starting on the day after the day of the AGM in which an Executive is appointed and ending on the day of the AGM that will be held in the year of the expiry of its appointment.

Mr Di Napoli has been proposed for appointment by a major shareholder of the Company, in consultation with the Board of Directors. Mr. Di Napoli is eligible and has stated his willingness to accept an appointment as Executive.

Mr Donnelly has been proposed for appointment by a major shareholder of the Company, in consultation with the Board of Directors. Mr. Donnelly is eligible and has stated his willingness to accept an appointment as Executive.

Each proposed appointment will be vote on separately.

The curriculum vitae of Mr. di Napoli and Mr. Donnelly are available at the offices of COSMO, as well as on COSMO's website, being: https://www.cosmopharma.com.

Item 4: Proposal to (re)appoint (i) Alessandro Della Chà (as Chairman), (ii) Mauro Severino Ajani, (iii) Maria Grazia Roncarolo, (iv) Silvana Perretta and (v) John O'Dea as non-executivemembers of the Board of Directors for a period of one (1) year (voting items).

In accordance with article 13.3 of the Articles of COSMO, a Non-Executive is appointed for a period to be determined by the General Meeting, with a maximum period of three (3) years, starting on the day after the day of the AGM in which a Non-Executive is appointed and ending on the day of the AGM that will be held in the year of the expiry of its appointment.

1 https://www.cosmopharma.com/news/cosmo-reports-excellent-preliminary-unaudited-full-year-2023-core-financial-results-record-guidance-for-2024-doubles-dividend-to-e-2-00-per-share

2 https://www.cosmopharma.com/news/cosmo-has-received-approval-of-an-extension-in-respect-of-the-publication-and-the-filing-of-its-annual-report- 2023

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1. Mr Alessandro Della Chà, (ii) Mr Mauro Severino Ajani, (iii) Mrs Maria Grazia Roncarolo, (iv) Mrs Silvana Perretta and (v) Mr John O'Dea are eligible and have each stated their willingness to accept a(n) (re)appointment as Non-Executive for a period of one (1) year.

Each proposed appointment will be vote on separately.

The nominated persons have been proposed for (re)appointment by a major shareholder of the Company in consultation with the Board of Directors.

The curriculum vitae of (i) Mr Alessandro Della Chà, (ii) Mr Mauro Severino Ajani, (iii) Mrs Maria Grazia Roncarolo, (iv) Mrs Silvana Perretta and (v) Mr John O'Dea are available at the offices of COSMO, as well as on COSMO's website, being: https://www.cosmopharma.com.

Item 5: Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of COSMO (whichever comes first), to:

1. issue - and/or grant rights to subscribe for - ordinary shares in the capital of COSMO:
2. • up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of COSMO; and
   • in the event of a merger, an acquisition or a strategic alliance to increase the foregoing authorisation by a maximum of a further ten percent (10%) of the nominal value of ordinary shares as included in the authorised capital of COSMO,

(voting item);

1. issue - and/or grant rights to subscribe for - ordinary shares in the capital of COSMO up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of COSMO, which shares shall be issued - or rights are granted - for the execution of COSMO's employee stock ownership plan for directors, employees, co- workers and administrators of COSMO or a group company (voting item); and
2. issue preferred shares and/or to grant the right to subscribe for preferred shares up to the maximum number as provided for in COSMO's articles of association (voting item).

It is proposed by the Board of Directors to the General Meeting to designate the Board of Directors as the corporate body authorised to: (i) issue - and grant rights to subscribe to - ordinary shares up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of COSMO and, in the event of a merger, an acquisition or a strategic alliance to increase this authorisation by a maximum of a further ten percent (10%) of the ordinary shares as included in the authorised capital of COSMO; (ii) issue

• and grant subscription rights to - ordinary shares up to a maximum of ten percent (10%) of the nominal value of the ordinary shares as included in the authorised capital of COSMO, which shares shall be issued - or grants are issued - for the execution of the ESOPs as the Board of Directors would like to have the opportunity of increasing the use of the ESOPs to attract and retain managers for and of COSMO and its group companies; and (iii) issue preferred shares and/or to grant the right to subscribe for preferred shares up to the maximum number as provided for in the Articles.

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Item 6: Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of COSMO (whichever comes first), as the body authorised to limited or exclude pre-emptive rights. This authorisation is limited to the number of shares - or rights to subscribe for shares - that the Board of Directors may issue - or grant - under the authorisations mentioned in proposal 5.

It is proposed by the Board of Directors to the General Meeting to designate the Board of Directors as the corporate body authorised to limit or exclude any pre-emption rights in relation to the issue of ordinary shares or the granting of rights to subscribe for ordinary shares. The proposal is made in accordance with article 2:96a, paragraph 6 of the Dutch Civil Code. This authorisation is limited to the number of shares that the Board of Directors is authorised to issue on the basis of the authorisation referred to under item 5. In accordance with the agenda item 5, this proposal is limited to a period of eighteen (18) months after the date of this AGM, or until the day of the next annual general meeting of COSMO (whichever comes first).

Pursuant to the Articles, if less than one-half of the COSMO's issued capital is present or represented at the AGM, this proposal can only be adopted with a majority of at least two- thirds of the votes cast. If more than one-half of the issued capital is present or represented, a simple majority is sufficient to adopt this proposal.

Item 7: Proposal to authorise the Board of Directors to acquire fully paid-up shares in the share capital of COSMO up to a maximum of ten percent (10%) of the ordinary shares as included in the authorised capital of COSMO, for a period of eighteen (18) months after the date of the AGM or until the day of the next annual general meeting of COSMO (whichever comes first) (voting item).

The purpose of this proposal is to maintain flexibility with respect to the repurchase of ordinary shares in COSMO for, among others, the return of cash to shareholders of COSMO. Therefore, it is proposed by the Board of Directors to the General Meeting to designate the Board of Directors as the corporate body authorised to acquire fully paid-up shares in the share capital of COSMO up to a maximum of ten percent (10%) of the ordinary shares included in the authorised capital.

Ordinary shares may be acquired through the stock market or otherwise, at a price between, on the one hand, the par value of the ordinary shares and, on the other hand, an amount equal to 110% of the market price of these shares (as quoted on SIX Swiss Exchange on the day of the acquisition by or on behalf of COSMO); the market price being the average of the highest price on each of the five (5) days of trading prior to the date on which the agreement to acquire is entered into, and further with due observance of article 8 of the Articles.

Item 8: Closing of the AGM

The chairperson of the meeting will close the AGM.

9 May 2024

COSMO Pharmaceuticals N.V.

Board of Directors

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