COSMO Pharmaceuticals S.A. Société Anonyme Registered office: 19, rue de Bitbourg L Luxembourg R.C.S. Luxembourg: B

Transcription

1 COSMO Pharmaceuticals S.A. Société Anonyme Registered office: 19, rue de Bitbourg L Luxembourg R.C.S. Luxembourg: B EXTRAORDINARY GENERAL MEETING - PROXY The undersigned (Name), residing in (Address), being the holder of: n ordinary shares in the capital of COSMO Pharmaceuticals S.A. (the Company ), hereby appoints (name, nationality, address): or failing him/her, the secretary of the extraordinary general meeting of shareholders (the Meeting ), as my/our representative with the full power of representation to attend and vote for me/us on my/our behalf on the items of the agenda as indicated below at the Meeting to be held on 12 May 2016, from 11 a.m. (Central European Time) at the registered office of the Company, 19, rue de Bitbourg, L Luxembourg, Grand-Duchy of Luxembourg. Turn next pages to cast votes IMPORTANT NOTICE: IN ORDER TO EXPRESS VOTES FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 12 MAY 2016 PLEASE USE THE SEPARATE PROXY FORM AVAILABLE UPON REQUEST TO GENERALMEETING@COSMOPHARMA.COM

2 Extraordinary general meeting - My/our proxy is authorised and instructed to vote as indicated in respect of the undermentioned resolutions: 1. Corporate governance structure COSMO Pharmaceuticals N.V. Meeting acknowledges (i) the terms of the corporate governance structure of COSMO Pharmaceuticals N.V. made available to shareholders in preparation of the meeting, and (ii) that by voting in favour of the merger by absorption of the Company by COSMO Pharmaceuticals N.V. mentioned in point 2) of the agenda, the Shareholders Meeting will also accept the corporate governance structure of COSMO Pharmaceuticals N.V. 2. Approval of the merger by absorption of the Company by COSMO Pharmaceuticals N.V. Meeting resolves to approve the merger under the terms described in the Merger Plan, in all its provisions and its entirety, without exception and reserves. The merger will take effect and will be effective the day after the execution of the notarial deed of merger before a Dutch notary. In accordance with the merger plan, for accounting purposes, the operations of the Company will be treated as carried out by the Acquiring Company as from 1 January By operation of the Merger (in principle) all the assets and liabilities of the Company will be vested in the absorbing company by universal transfer. The Company shall be deemed dissolved without liquidation in accordance with Article 274 of the Luxembourg Law. 3. Remuneration policy for the members of the board of directors of COSMO Pharmaceuticals N.V. Meeting acknowledges and confirms its agreement with the remuneration policy for the members of the board of directors of COSMO Pharmaceuticals N.V. (the acquiring entity) and to the extent necessary agree that COSMO Pharmaceuticals S.A. being currently the sole shareholder of COSMO Pharmaceuticals N.V, adopts the remuneration policy of COSMO Pharmaceuticals N.V.

3 4. Appointment of BDO Audit & Assurance B.V. (Amsterdam) as independent auditor of the Company for the financial year 2016 and language of the annual accounts. Meeting acknowledges and confirms its agreement with (i) the appointment of BDO Audit & Assurance B.V. as auditor of COSMO Pharmaceuticals N.V. (the acquiring entity) for the financial year 2016 and to the extent necessary agree that COSMO Pharmaceuticals S.A. being currently the sole shareholder of COSMO Pharmaceuticals N.V, appoints BDO Audit & Assurance B.V. as auditor of COSMO Pharmaceuticals N.V. for the financial year 2016 and (ii) the drawing up of the annual accounts of COSMO Pharmaceuticals N.V. for future financial periods in the English language. Both on the condition that the merger by absorption of the Company by COSMO Pharmaceuticals N.V. becomes effective.

4 IMPORTANT INFORMATION 1. A representative needs not to be a shareholder of the Company. A representative may be a legal or natural person. 2. If you want your representative to vote for, against for a resolution, or if you want him/her to abstain from voting, please tick the corresponding box. If you return to the Company 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 discretion. 3. Only shareholders who have provided the company with the communication by the intermediaries who hold their accounts at least 2 (two) calendar days prior to the date of the Meeting confirming that the shares are non-transferrable until the meeting has taken place shall have the right to intervene at the Meeting. Therefore shareholders who have provided the above communication may not sell their shares before the Meeting. 4. To be valid, the proxy must be executed and delivered to the Company by post (Cosmo Pharmaceuticals S.A., 19, rue de Bitbourg, L Luxembourg, attn. Mrs. Antonella Graziano) fax ( ) or (generalmeeting@cosmopharma.com) and be received by the Company no later than 5 p.m. on the day prior to the Meeting. Proxies received before the Meeting but at a later time may not be taken into account. 5. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Meeting if they so wish. 6. By signing this form of proxy, the undersigned consents that the featured data are collected, processed and used for the purpose of the Meeting and the vote on the resolutions and that the related data may circulate within the organisation s entities of the Meeting. 7. If you directly or indirectly own at least 25 % of the share capital of the Company, you will be required to provide additional identification information in order to comply with Luxembourg law requirements to identify ultimate benecial owners of the Company. A form of declaration of beneficial ownership can be obtained upon request by to (generalmeeting@cosmopharma.com). 8. This proxy form is governed by, and shall be construed in accordance with Luxembourg law. The courts of Luxembourg city shall have exclusive jurisdiction to settle any dispute, which may arise out of, or in connection with this proxy form. Dated: 2016 Signature(s): Name: Annex: communication of financial intermediary

5 ANNEX: COMMUNICATION OF FINANCIAL INTERMEDIARY