Cosmo Pharmaceuticals N : Written proxy

ANNUAL GENERAL MEETING

WRITTEN PROXY FORM

The undersigned (Name)

(Name),

residing in

(Address),

being the holder of:

n°

voting rights attached to ordinary shares in the capital of COSMO

Pharmaceuticals N.V. ("COSMO"), hereby appoints:

the chairman of the of the annual general meeting of COSMO ("AGM"), to be held on 26 May 2023, at Gebouw Meerparc, Amstelveenseweg 638, 1081 JJ Amsterdam, the Netherlands, as my/our representative with the full power of representation to attend and vote for me/us on my/our behalf on the voting items of the agenda as indicated below.

Turn next pages to cast votes

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My/our proxy is authorised and instructed to vote as indicated in respect of the undermentioned resolutions:

			Vote (Tick the box of your choice):
Agenda Item 3:	In favour	Against		Abstain
Proposal to adopt the annual accounts of
financial year 2022 ("FY 2022").
Agenda Item 4:
In favour	Against		Abstain
Appropriation of the result of FY 2022.
Agenda Item 5:
In favour	Against		Abstain
Proposal to adopt the proposed resolution
of the Board of Directors to declare a
distribution out of COSMO's freely
distributable reserves.
Agenda Item 6:	In favour	Against		Abstain
Proposal to grant discharge to the
members of the Board of Directors.
Agenda Item 7:	In favour	Against		Abstain
Proposal to grant ordinary shares and/or
grant the rights to subscribe for ordinary
shares to the Board of Directors.
Agenda Item 8:
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:
			In favour	Against		Abstain
i.	issue - or grant rights to
	subscribe for - ordinary shares in
	the capital of COSMO:
	a. up to a maximum of ten
	percent (10%) of the nominal
	value of the ordinary shares as
	included in the authorised capital
								Page 2 of 6

of COSMO; and

b. 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;

In favour

Against

Abstain

1. issue - 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

In favour

Against

Abstain

1. issue preferred shares 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).

Agenda Item 9:

In favour

Against

Abstain

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 limit 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.

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Agenda Item 10:	In favour	Against			Abstain
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).
Agenda Item 11:	In favour	Against			Abstain
Proposal to reappoint BDO Audit &
Assurance B.V. as independent auditor
of COSMO for financial year 2023.
Agenda item 12:	In favour	Against			Abstain
Proposal to reappoint Mr. Alessandro
Della Chà as executive member of the
Board of Directors for a period of one (1)
year.
Agenda item 13:
Proposal to reappoint as non-executive
members of the Board of Directors for a
period of one (1) year:
		In favour	Against			Abstain
(i) Mr. Mauro Severino Ajani
		In favour	Against			Abstain
(ii) Mr. Dieter A. Enkelmann;
		In favour	Against			Abstain
(iii) Mrs. Maria Grazia Roncarolo;

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In favour

Against

Abstain

(iv) Mr. Kevin Donovan; and

In favour

Against

Abstain

(v) Mr. David W. Maris.

IMPORTANT INFORMATION

1. A representative does not need to be a shareholder of COSMO. A representative may be a legal or natural person.
2. Together with the proxy, a Bank Holding Certificate (as defined in the convening notice) must be submitted by the person authorised to vote evidencing entitlement to vote as of the Record Date, as well as a copy of a valid identification document of the shareholder or person with meeting rights. In case of legal persons/entities (including partnerships or trusts), evidence of the authority of the person granting the proxy (copy of the Chamber of Commerce document, power of attorney or similar document) must be submitted.
3. If you want your representative to vote for a resolution or against a resolution, or if you want him/her to abstain from voting, please tick the corresponding box. If you return to COSMO a duly signed power of attorney, but do not select any of the given options, you will entitle your representative to cast your vote at his, her or their discretion.
4. To be valid, the proxy must be executed and delivered to COSMO by post (COSMO Pharmaceuticals N.V., Riverside II, Sir John Rogerson's Quay, Dublin 2, Ireland, attending Mr. Niall Donnelly) or email ([e-mail]) and be received by COSMO no later than 22 May 2023, 11:59 AM CEST. Proxies received before the AGM, but after 22 May 2023, 11:59 AM CEST may not be taken into account.
5. The completion and return of the form of proxy shall not preclude persons entitled to vote from attending and voting in person at the AGM if they so wish.

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