Present:
Management
- Alessandro Della Chà ("ADC"), chair of the Board of Directors
-
Opening of the meeting.
In accordance with article 19.1 of the articles of association of COSMO (the "Articles"), the AGM shall be chaired by the chair of the board of directors of COSMO ("Board of Directors"). ADC acts as chair and secretary of the meeting (the "Chair").
The Chair welcomes the persons attending the AGM. Furthermore, the Chair informs the general meeting (the "General Meeting") that the draft minutes of the AGM will be published on COSMO's website after the AGM. During a period of three months, shareholders have the opportunity to react on the draft minutes, after which they will be adopted.
The Chair records that proxies were issued for a total number of 10,354,065 ordinary shares in the capital of COSMO. The Chair records that the right to vote may be exercised on 10,354,065 ordinary shares.
-
Report of the Board of Directors on the course of business of COSMO and the conduct of its affairs during the financial year ending 31 December 2025 ('Annual Report 2025') and COSMO's ESG Report for the 12 month period ending 31 December 2025 ('ESG Report 2025') (discussion item).
After the summary update of the report of the Board of Directors on the course of business of COSMO, the conduct of COSMO's affairs during FY 2025 and COSMO's ESG Report, the Chair closes this agenda item and moves to agenda item 3.
-
Proposal to confirm the appointment of Deloitte Accountants B.V. as auditor for the financial year ending 31 December 2025 ('FY25') (voting item).
Following the recommendation by COSMO's audit committee, the Board of Directors proposes to confirm the appointment of Deloitte Accountants B.V. ("Deloitte") for the financial year ending on 31 December 2025.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,354,065
100%
Against
0
0.00%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 3 is adopted with the required majority of votes.
-
Proposal to adopt the annual accounts of FY25 (voting item).
The Chair informs the AGM that the annual accounts of FY 2025 of COSMO have been drawn up by the Board of Directors and have been audited by Deloitte. Deloitte has issued an unqualified opinion for the annual accounts of FY 2025.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,354,065
100%
Against
0
0.00%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 4 is adopted with the required majority of votes.
-
Appropriation of the result of FY25 (voting item).
The Chair informs the AGM that the annual accounts of FY 2025 of COSMO (standalone) state a net profit for FY 2025 amounting to EUR 52.1 million. Subject to the adoption of the annual accounts of FY 2025 (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 2025 to COSMO's retained earnings.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,351,003
99.97%
Against
3,062
0.03%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 5 is adopted with the required majority of votes.
-
Proposal to grant discharge to the members of the Board of Directors (voting item).
The Chair informs the AGM that it is proposed to the General Meeting to grant discharge from liability to (i) each of the executive members of the Board of Directors ("Executives") in respect of their duties performed as Executive to the extent that their performance is apparent from the annual accounts of FY 2025 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 directors to the extent that their performance is apparent from the annual accounts of FY 2025 or otherwise disclosed to the General Meeting.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,310,730
99.58%
Against
43,335
0.42%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 6 is adopted with the required majority of votes.
-
Proposal to adopt the proposed resolution of the Board of Directors to declare a distribution out of COSMO's freely distributable reserves (voting item).
The Chair informs the AGM that the Board of Directors resolved to propose to the General Meeting, to declare a cash distribution in the amount of EUR 2.10 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. The Board of Directors proposes to the General Meeting to adopt the resolution accordingly.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,340,938
99.87%
Against
13,127
0.13%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 7 is adopted with the required majority of votes.
-
Proposal to reappoint Deloitte Accountants B.V. as the external auditor of COSMO for the financial year ending 31 December 2026 ('FY26') in relation to the Dutch statutory annual accounts (voting item).
Following the recommendation by COSMO's audit committee, the Board of Directors proposes to nominate Deloitte for reappointment as COSMO's independent auditor for FY26.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,354,065
100%
Against
0
0.00%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that the item 8 is adopted with the required majority of votes.
-
Proposal to amend the articles of association of COSMO and change its name to Cosmo N.V. (voting item).
The Chair informs the AGM that the purpose of this proposal is to change the name of COSMO Pharmaceuticals N.V. into Cosmo N.V. Currently, article 2.1 of the Articles reads as follows:
"2.1 The name of the Company is Cosmo Pharmaceuticals N.V.".
It is proposed to amend the name and amend article 2.1 of the Articles as follows: "2.1 The name of the Company is Cosmo N.V.".
The aforementioned proposal to amend the Articles includes the proposal to authorise each director of COSMO and every (candidate) civil law notary, notarial employee and attorney-at-law of DLA Piper Nederland N.V. in Amsterdam, the Netherlands, acting jointly as well as separately, to execute the notarial deed of amendment and to undertake all other action that the authorised person deems necessary or useful.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,351,499
99.98%
Against
0
0.00%
Abstain
2,566
0.02%
Total
10,354,065
100.00%
The Chair concludes that the item 9 is adopted with the required majority of votes.
-
Proposal to adopt the Company's remuneration policy and 2025 threshold for CEO (voting item).
It is proposed by the Compensation and Nomination Committee to the General Meeting to adopt the proposed updates to the remuneration policy of the Company and the increased threshold for the CEO increased cash bonus payment, which allows the Company to attract and retain the most highly qualified executive directors ("Executives") and non-executive directors ("Non-
Executives") and managers and to motivate them to achieve business and financial goals that create value for shareholders in a manner consistent with the core business and leadership values of the Company. It is proposed to grant the Board of Directors the flexibility to reward exceptional performances by Executives, Non-Executives and senior management which is currently not adequately provided in the current remuneration policy.If the General Meeting adopts the proposed resolution of the Board of Directors, the updated remuneration policy will be executed by the Board of Directors.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
8,357,173
80.71%
Against
1,838,392
17.76%
Abstain
158,500
1.53%
Total
10,354,065
100.00%
The Chair concludes that the item 10 is adopted with the required majority of votes.
-
Proposal to reappoint Giovanni di Napoli as executive director of the Company, with the title CEO, for a period of one (1) year (voting item).
The Board of Directors believes that Mr. Giovanni di Napoli has demonstrated his valuable contribution as Executive to the Board of Directors in the past year(s).
Mr Di Napoli is proposed for reappointment upon recommendation of the Compensation and Nomination Committee. Mr. Di Napoli is eligible and has stated his willingness to accept an appointment as Executive.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,109,502
97.64%
Against
86,263
0.83%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
The Chair concludes that the item 11 is adopted with the required majority of votes.
-
Proposal to (re)appoint (i) Alessandro Della Chà, with the title Chairman as non-executive member of the Board of Directors, for a period of one (1) year, (ii) Mauro Severino Ajani as non-executive member of the Board of Directors for a period of one (1) year, (iii) Maria Grazia Roncarolo as non-executive member of the Board of Directors for a period of one (1) year, (iv) John O'Dea as non-executive member of the Board of Directors for a period of one (1) year, and (v) Silvana Perretta as non-executive member of the Board of Directors for a period of one (1) year (voting items).
The Chair informs the AGM that Mr. Alessandro Della Chà, Mr. Mauro Severino Ajani, Ms. Maria Grazia Roncarolo, Mr. John O'Dea and Ms. Silvana Perretta are eligible and have each stated their willingness to accept a reappointment as Non-Executive.
The Board of Directors believes that Mr. Alessandro Della Chà, Mr. Mauro Severino Ajani, Ms. Maria Grazia Roncarolo, Mr. John O'Dea and Ms. Silvana Perretta each have demonstrated their valuable contribution as Non-Executive to the Board of Directors in the past year(s).
The Chair mentions that on each proposed reappointment a separate voting will be held. The Chair moves to a vote on this item.
In respect of Mr. Alessondro Della Chà
Those who vote in favour? Those who vote against? Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
9,204,067
88.89%
Against
991,698
9.58%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
In respect of Mr. Mauro Severino Ajani
Those who vote in favour? Those who vote against? Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
9,433,962
91.11%
Against
761,803
7.36%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
In respect of Mrs. Maria Grazia Roncarolo
Those who vote in favour? Those who vote against? Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
9,083,927
87.73%
Against
1,111,838
10.74%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
Mr. John O'Dea
Those who vote in favour? Those who vote against? Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
8,741,701
84.43%
Against
1,454,064
14.04%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
In respect of Mrs. Silvana Perretta
Those who vote in favour? Those who vote against? Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
9,124,351
88.12%
Against
1,071,414
10.35%
Abstain
158,300
1.53%
Total
10,354,065
100.00%
The Chair concludes that all voting items of agenda item 12 are adopted with the required majority of votes.
-
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:
-
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; 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);
- 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 remuneration policy, employee stock ownership plan for employees, co-workers and administrators of COSMO or a group company (voting item); and
-
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).
The Chair informs the AGM that this proposal is a repetition of a yearly request of authorisations to the Board of Directors to designate it 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 remuneration policy, employee stock option plan for employees; and (iii) issue preferred shares and/or to grant the right to subscribe for preferred shares up to the maximum number.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
i).ii).Overview votes
Number
%
For
8,852,362
85.50%
Against
1,501,703
14.50%
Abstain
0
0.00%
Total
10,354,065
100.00%
iii).Overview votes
Number
%
For
8,640,043
83.45%
Against
1,714,022
16.55%
Abstain
0
0.00%
Total
10,354,065
100.00%
Overview votes
Number
%
For
7,380,980
71.29%
Against
2,973,085
28.71%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that item 13 is adopted with the required majority of votes.
-
issue - and/or grant rights to subscribe for - ordinary shares in the capital of COSMO:
-
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 preemptive 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 13 (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 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 and the Articles. 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 13. In accordance with agenda item 13, 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.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
7,519,353
72.62%
Against
2,834,712
27.38%
Abstain
0
0.00%
Total
10,354,065
100.00%
The Chair concludes that item 14 is adopted with the required majority of votes.
-
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 Chair informs the AGM that this proposal is a repetition of a yearly request of authorisation to acquire fully paid up ordinary shares. 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.
The Chair moves to a vote on this item. Those who vote in favour?
Those who vote against?
Those who abstain from voting?
The Chair reads the voting results out loud, which are in accordance with the following overview:
Overview votes
Number
%
For
10,307,782
99.55%
Against
41,445
0.40%
Abstain
4,838
0.05%
Total
10,354,065
100.00%
The Chair concludes that item 15 is adopted with the required majority of votes.
- Closing of the AGM
The Chair thanks the management team and all attendees of the AGM for their attendance and closes the AGM.
Chair