Cosmo Pharmaceuticals’ Shareholders approve all Agenda Items at Annual General Meeting

Dublin, Ireland – 26 May 2023: Cosmo Pharmaceuticals N.V. (SIX: COPN, XETRA: C43) (“Cosmo”) today announced that its shareholders approved all agenda items at today's annual general meeting of shareholders.

A total of 7,512,823 ordinary shares in the share capital of Cosmo were represented at this annual general meeting of shareholders constituting 42.82% of the total outstanding ordinary shares in the share capital of Cosmo (as of the record date). 

• The proposal to adopt the annual accounts of financial year 2022 ("FY 2022") was adopted with 99.93% of the votes represented.
   
• The appropriation of the result of FY 2022 was adopted with 99.99% of the votes represented.
   
• The proposal to adopt the proposed resolution of the Board of Directors to declare a distribution out of Cosmo’s freely distributable reserves was adopted with 99.99% of the votes represented.
   
• The proposal to grant discharge to the members of the Board of Directors was adopted with 92.04% of the votes represented.
   
• The proposal to grant ordinary shares and/or grant the rights to subscribe for ordinary shares to the Board of Directors was adopted with 83.81% of the votes represented.
   
• The 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 authorized to 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 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 was adopted with 88.32% of the votes represented.
   
• The 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 authorized to 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 was adopted with 85.70% of the votes represented.
   
• The 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 authorized to 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 was adopted with 85.10% of the votes represented.
   
• The 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 was adopted with 83.35% of the votes represented.
   
• The 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) was adopted with 99.47% of the votes represented.
   
• The proposal to reappoint BDO Audit & Assurance B.V. as independent auditor of Cosmo for financial year 2023 was adopted with 99.99% of the votes represented.
   
• Shareholders re-elected the members of the Board who stood for re-election, for one year.

About Cosmo Pharmaceuticals
Cosmo is a pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders, to improve endoscopy quality measures through aiding the detection of colonic lesions and to treat selected dermatological conditions. Cosmo develops and manufactures products which are distributed globally including Lialda®, Uceris®/Cortiment®, Aemcolo® / Relafalk® and Winlevi®. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius™ which uses artificial intelligence to help detect potential signs of colon cancer. The company also has a rich development pipeline. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

Contact
Hazel Winchester, Head of Investor Relations
Cosmo Pharmaceuticals N.V.            
Tel: +353 1 817 03 70
hwinchester@cosmopharma.com

Disclaimer
Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. Cosmo does not make any representation or warranty, express or implied, as to the accuracy, completeness or updated status of such statements. Therefore, in no case whatsoever will Cosmo and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or for any related damages.