Cosmo Pharmaceuticals N : Explanatory notes

EXPLANATORY NOTES TO THE AGENDA OF THE ANNUAL GENERAL MEETING OF COSMO PHARMACEUTICALS N.V. ("COSMO") ("AGM") ON FRIDAY 26 MAY 2023.

Item 1: Opening of the AGM.

The chairperson of the meeting will open the AGM.

Item 2: Report of the Board of Directors on the course of business of COSMO and the conduct of its affairs during financial year ended 31 December 2022 ("FY 2022") (discussion item)

Discussion on the report of the board of directors of COSMO (the "Board of Directors") on the course of business of COSMO and the conduct of its affairs during FY 2022. For further details please be referred to the annual report of FY 2022 available through the following link to COSMO's website: hiips://www.cosmopharma.com/investor-relations/financial-reports.

Item 3: Proposal to adopt the annual accounts of FY 2022 (voting item).

The annual accounts of FY 2022 have been drawn up by the Board of Directors and audited by BDO Audit & Assurance B.V. ("BDO"). BDO has issued an unqualified opinion for the annual accounts of FY 2022. Pursuant to article 25.6 of the articles of association of COSMO ("Articles"), the general meeting of COSMO ("General Meeting") decides on the adoption of the annual accounts. The Board of Directors proposes to the General Meeting to adopt the annual accounts of FY 2022.

Item 4: Appropriation of the result of FY 2022 (voting item).

As stated in the annual accounts of FY 2022 (standalone), the result for FY 2022 amounts to EUR 8,388 million. Subject to the adoption of the annual accounts of FY 2022 (including the consolidated financial statements and financial statements) by the General Meeting and in accordance with article 26 of the Articles, the Board of Directors has decided to propose to the General Meeting to add the result of FY 2022 to COSMO's retained earnings.

Item 5: Proposal to adopt the proposed resolution of the Board of Directors to declare a distribution out of COSMO's freely distributable reserves (voting item).

On 26 May 2022, the Board of Directors proposes to the General Meeting, to declare a cash distribution in the amount of EUR 1.05 per ordinary share of COSMO ("Distribution"), at the expense of COSMO's freely distributable reserves.

If the General Meeting adopts the proposed resolution of the Board of Directors, the Distribution will be paid in cash to the eligible ordinary shareholders of COSMO.

Item 6: Proposal to grant discharge to the members of the Board of Directors (voting item).

It is proposed to the General Meeting to grant discharge from liability to: (i) the executive member of the Board of Directors ("Executive") in respect of his duties performed as Executive to the extent that his performance is apparent from the annual accounts of FY 2022 or otherwise disclosed to the General Meeting; and (ii) each of the non-executive members of the Board of Directors ("Non- Executives") in respect of their duties performed as Non-Executive to the extent that their performance is apparent from the annual accounts of FY 2022 or otherwise disclosed to the General Meeting.

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Item 7: Proposal to grant ordinary shares or the right to subscribe for ordinary shares to the members of the Board of Directors (voting item).

Pursuant to Dutch law and the Articles, arrangements for the Board of Directors concerning remuneration in the form of ordinary shares or rights to subscribe for ordinary shares ("Options") shall be submitted as a proposal to the General Meeting for its approval.

At last year's AGM, the General Meeting approved to grant up to a maximum number of 56,665 Options to the Board of Directors as follows: for the Executive up to a maximum number of 30,000 Options; and for the Non-Executives up to a maximum number of 26,665 Options.

In line with the ESOPs and the remuneration policy of COSMO and in order to maintain the motivational effect of the ESOPs, it is proposed to grant up to a maximum number of 56,665 Options to the Board of Directors as follows: for the Executive up to a maximum number of 30,000 Options; and for the Non-Executives up to a maximum number of 26,665 Options. The Options to be granted to the Executive and the Non-Executives will have a strike price of CHF 66.50, all of the Options will have a vesting period of three (3) years following the date of grant.

Item 8: 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

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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.

Item 9: 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 8.

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 8. In accordance with the agenda item 8, 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 10: 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 11: Proposal to reappoint BDO Audit & Assurance B.V. as independent auditor of COSMO for financial year 2023 (voting item).

Pursuant to article 24 of the Articles, the General Meeting has the authority to appoint an independent auditor that will examine the annual accounts drawn up by the Board of Directors, lay a report of their findings before the Board of Directors and make a statement with regard thereto. COSMO's audit committee ("Audit Committee") has reviewed the performance of

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BDO and the effectiveness of their audit relating to FY 2022. Based on such review, the Audit Committee recommends the reappointment of BDO as independent auditor of COSMO up to and including the annual general meeting of COSMO in 2023. The Board of Directors concurs with the Audit Committee's recommendation and submits to the General Meeting the proposal to reappoint BDO as independent auditor of COSMO for financial year 2023.

Item 12: Proposal to reappoint Mr. Alessandro Della Chà as executive member of the Board of Directors for a period of one (1) year (voting item).

Pursuant to article 13.2 of the Articles, the General Meeting shall appoint one or more executive members of the Board of Directors ("Executive") and non-executive members of the Board of Directors ("Non-Executive"). 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. Alessandro Della Chà is eligible and has stated his willingness to accept a reappointment as Executive.

The Board of Directors believes that Mr. Alessandro Della Chà has demonstrated his valuable contribution as Executive to the Board of Directors in the past years. Therefore, the Board of Directors recommends to the General Meeting the reappointment of Mr. Alessandro Della Chà as Executive for a period of one (1) year ending at 23.59 on the date on which the annual general meeting of COSMO in 2023 will be held.

The curriculum vitae of Mr. Mr. Alessandro Della Chà is available at the offices of COSMO, as well as on COSMO's website, being: https://www.cosmopharma.com.

Item 13: Proposal to reappoint (i) Mr. Mauro Severino Ajani, (ii) Mr. Dieter A. Enkelmann,

1. Mrs. Maria Grazia Roncarolo, (iv) Mr. Kevin Donovan, and (v) Mr. David W. Maris as non-executive members of the Board of Directors for a period of one (1) year (ending at the closing of the AGM to be held in 2023) (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.

Mr. Mauro Severino Ajani, Mr. Dieter A. Enkelmann, Mrs. Maria Grazia Roncarolo, Mr. Kevin Donovan and Mr. David W. Maris are eligible and have each stated their willingness to accept a reappointment as Non-Executive for a period of one (1) year.

The Board of Directors believes that Mr. Mauro Severino Ajani, Mr. Dieter A. Enkelmann, Mrs. Maria Grazia Roncarolo, Mr. Kevin Donovan and Mr. David Maris each have demonstrated their valuable contribution as Non-Executive to the Board of Directors in the past year(s). Therefore, the Board of Directors recommends to the General Meeting the reappointment of Mr. Mauro Severino Ajani, Mr. Dieter A. Enkelmann, Mrs. Maria Grazia Roncarolo, Mr. Kevin Donovan and Mr. David W. Maris as Non-Executive for a period of one (1) year ending at 23.59 on the date on which the annual general meeting of COSMO in 2023 will be held.

Each proposed reappointed will be vote on separately.

The curriculum vitae of Mr. Mauro Severino Ajani, Mr. Dieter A. Enkelmann, Mrs. Maria Grazia Roncarolo, Mr. Kevin Donovan and Mr. David W. Maris are available at the offices of COSMO,

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as well as on COSMO's website, being: https://www.cosmopharma.com.

Item 14: Closing of the AGM

The chairperson of the meeting will close the AGM.

17 April 2023

COSMO Pharmaceuticals N.V.

Board of Directors

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