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

Cosmo Pharmaceuticals N.V. / Key word(s): AGMEGM

16-Nov-2021 / 17:01 GMT/BST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Dublin, Ireland - 16 November 2021: Cosmo Pharmaceuticals N.V. (SIX: COPN, XETRA: C43) ('Cosmo') announced that its shareholders approved all agenda items at today's virtual extraordinary general meeting of shareholders.

6,675,344 ordinary shares in the capital of Cosmo were represented at this virtual extraordinary general meeting of shareholders constituting 44.39% of the total issued ordinary shares in the capital of Cosmo (as of the record date).

• The proposal to approve that the Board of Directors of Cosmo enters into the contemplated public exchange offer by Cosmo for all publicly held registered shares in the capital of Cassiopea S.p.A., within the meaning of article 2:107a Dutch Civil Code was adopted by the general meeting of shareholders with 90.11% of the votes cast.
   
• The proposal to authorise the Board of Directors of Cosmo, for a period of twelve (12) months, to issue - and grant subscription rights to - ordinary shares up to a maximum nominal sum of ten percent (10%) 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 included in the authorised capital, in addition to the same authorisation granted to the Board of Directors of Cosmo at the annual general meeting of Cosmo on May 28, 2021 was adopted by the general meeting of shareholders with 87.26% of the votes cast.
• The proposal to grant discharge to Eimear Cowhey, a former non-executive member of the Board of Directors of Cosmo in respect of her performed supervision and advice during financial year 2021 up to the day of her resignation was adopted by the general meeting of shareholders with 90.06% of the votes cast.
   
• The proposal to appoint Alexis de Rosnay as non-executive member of the Board of Directors of Cosmo for a period of one (1) year as of the date of this EGM or the date of the annual general meeting of shareholders in COSMO in 2022 (which ever date comes sooner) was adopted by the general meeting of shareholders with 94.05% of the votes cast.

About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has recently entered into a partnership with Medtronic for the global distribution of GI Genius(TM) its artificial intelligence device for use in coloscopies and GI procedures. Cosmo has licensed Aemcolo(R) to Red Hill Biopharma Ltd. for the US and has licensed Relafalk(R) to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company's website: www.cosmopharma.com

Contact
Niall Donnelly, CFO & Head of Investor Relations
Cosmo Pharmaceuticals N.V.                                  
Tel: +353 1 817 03 70
ndonnelly@cosmopharma.com

Disclaimer
Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Cosmo undertakes no obligation to publicly update or revise any forward-looking statements.

This communication is not an offer of securities of any issuer. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirement of the US Securities Act of 1933.

This press release constitutes neither an offer to sell nor a solicitation to buy securities and it does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any similar document. The offer will be made solely by means of, and on the basis of, a securities prospectus to be published. An investment decision regarding the securities to be publicly offered should only be made on the basis of the securities prospectus.

This press release is made to and directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'), and (iii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

This press release does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.