Cosmo Pharmaceuticals N : Proposed Amendments to the Remuneration Policy

COSMO Pharmaceuticals N.V.

REMUNERATION POLICY

1. Introduction

This remuneration policy of COSMO Pharmaceuticals N.V. (the "Company") has been prepared by the Board of Directors of the Company (the "Board") and has been adopted by the general meeting of shareholders on May 12, 2016 and has been amended by the general meeting of shareholders on May 24, 2017, May 28, 2019, May 28, 2020 and May 27, 2022 (the "Remuneration Policy").

2. General

This Remuneration Policy has been prepared in accordance with Dutch law and the articles of association of the Company. Pursuant to Dutch law, the non-executive directors of the Board (the "Non-Executives" and individually "Non-Executive") are authorised to determine the remuneration of the executive director(s) of the Board (the "Executives" and individually "Executive") in accordance with this Remuneration Policy.

The objective of the Remuneration Policy is to provide a compensation structure that allows the Company to attract and retain the most highly qualified Executives, 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.

The Board acknowledges that with respect to any shares or share options to be granted to members of the Board (i.e., Executives and Non-Executives) under the Company´s Employee Stock Ownership Plan ("ESOP"), approval is required of the general meeting of shareholders. In such case, the general meeting of shareholders approves the number of shares or share options to be granted to the members of the Board including the criteria applying to such grant or amendment.

3. Features of the remuneration for Executives

The Remuneration Policy aims to provide a total compensation, which provides the Company with the opportunity to:

• - attract, retain and motivate qualified Executives;

• - be competitive as compared to the compensation paid by comparable companies;

• - reinforce the Company's performance driven culture and meritocracy; and

• - be aligned with its shareholders' interests.

The remuneration structure for the Executives will consist of a fixed component and a variable component based on short and long-term performance. The Company believes that its remuneration structure promotes the interests of the Company in the short and the long-term and is designed to encourage the Executives to act in the best interests of the Company. In determining the level and structure of the remuneration of each of the Executives, the Non-Executives will take into account, among other things, the Company's financial and operational results and other business objectives.

A Compensation and Nomination Committee (the "Committee") has been established by the Board, which is composed solely of Non-Executives. The CEO proposes the remuneration for the other senior executives, not being the statutory directors, to the Committee and the Chairman proposes the remuneration for the statutory executive directors to the Committee. The Committee then reviews these proposals and have them benchmarked periodically against those prevailing in a peer group of companies, to assure the continued

effectiveness and reasonableness of the Remuneration Policy. The Committee has final approval on the proposal of the remuneration of the Executives, to be approved by the Non-Executives.

Fixed component

The primary objective of the base salary (the fixed part of the annual cash compensation) for Executives is to attract and retain highly qualified and experienced senior executives. The Company's policy is to periodically benchmark comparable salaries paid to Executives with similar experience by comparable companies.

Short Term Incentive - Performance-related annual cash bonus

The goal of the performance-related annual cash bonus is to reward the performance of the Executive based on the achievement of annual short-term specific performance-related targets that are consistent with the Company and its subsidiaries' ("Group") long-term strategic objectives and economic value creation for the shareholders of the Company and other stakeholders.

The 'on target' performance-related annual cash bonus of the Executive is 65% of the base salary of the Executive, such percentage may be reduced if the specific performance-related targets are partially achieved and may be increased to a maximum of 117% of base salary if the specific performance-related targets are over achieved.

Each year, the Executive may be eligible to earn a short-term incentive in the form of a performance-related annual cash bonus that will be based on the achievement of specific performance-related targets in a financial year. The Non-Executives will establish these specific performance-related targets annually, but no later than two (2) months after the beginning of the financial year to which the annual cash bonus relates. These specific performance-related targets may include financial as well as qualitative and quantitative non-financial objectives consistent with the execution of the Group's strategy. The specific performance-related targets regarding financial objectives may include, among others, the Group's: revenue, EBITDA, operating profit, cash flow and working capital metrics.

The actual specific performance-related targets will not be publicly disclosed, given that these specific performance-related targets are considered to be commercially sensitive. The Non-Executives have the discretion to amend the specific performance-related targets for any exceptional events that may occur during a financial year.

After the end of each financial year of the Company, the Non-Executives shall evaluate and determine whether the specific performance-related targets have been achieved by the Executive, which may not be later than three (3) months after the end of the financial year to which the specific performance-related targets relate. If these specific performance-related targets have been achieved or partially achieved by the Executive and the Group has made a profit before tax in the relevant financial year, the Non-Executives shall determine the annual cash bonus for the Executive. The performance-related annual cash bonus, if any, for a given financial year will be paid in the following financial year, after the approval of the annual accounts by the General Meeting.

The annual cash bonus may be adjusted or recovered from an Executive, in accordance with the relevant article 2:135 of the Dutch Civil Code.

Short Term Incentive - Asset disposal cash bonus pool

As a general rule, 7% of the disposal proceeds of the Group's asset net of all costs, including the costs of acquiring or developing any such asset, above a threshold of €20,000,000 (twenty million) will be put into a cash bonus pool ("Asset Disposal Cash Bonus Pool"). The allocation of the Asset Disposal Cash Bonus Pool will be determined by the Committee provided that the CEO and the Chairman (i.e., a Non-Executive) are both

entitled to 20% each of such Asset Disposal Cash Bonus Pool. The main objective of the Asset Disposal Cash Bonus Pool is to incentivise the entire management team, including the Executive and the Chairman, to realise value for the shareholders of the Company. The Asset Disposal Cash Bonus Pool will be discretionarily allocated by the Committee. Following the determination of the allocation of the Asset Disposal Cash Bonus Pool, the Committee shall send its proposal of allocation of the Asset Disposal Cash Bonus Pool for the Executive and Chairman for approval to the Non-Executives.

Long Term Incentives - Share Performance based Incentives

The primary objective of the share performance-based incentive is to introduce a long-term view based on shareholder value. This incentive is modelled to reward and retain qualified Executives, Non-Executives and managers over the longer term while aligning their interests with those of the Company's shareholders. For such purposes the Company will have an ESOP in which the Executives and the Non-Executives also participate. In accordance with the ESOP, options for the right to subscribe for ordinary shares (het recht op het nemen van een aandeel) or the right to acquire shares have been granted to the Chairman, the CEO, the majority of Executives, the Non-Executives and all managers, with a vesting period of three (3) years as of the grant date, which conditions have been adopted by the general meeting of shareholders on May 28, 2019. Furthermore, in accordance with the ESOP, options for the right to subscribe for ordinary shares or the right to acquire shares have been granted to the Chairman, the CEO, the Non-Executives and all managers, with a vesting period of twenty-two (22) months as of the grant date, which conditions have been adopted by the general meeting of shareholders on May 28, 2020. In addition, any subsequent grant of options for the right to subscribe for ordinary shares or the right to acquire shares can be granted on an annual basis in accordance with the ESOP, at the discretion of the Board. The number of options, vesting period and strike price shall be subject to the approval of the general meeting of shareholders. An additional ESOP has been adopted by the general meeting of shareholders on May 28, 2019, to which the Chairman, the CEO and some selected senior executives older than 60 years are incentivised to be retained with an additional ESOP of the same characteristics as the ESOP for Executives, Non-Executives and managers, other than that it has a vesting period of one (1) year instead of three (3) years. These equity-based awards helps to align the Executives, Non-Executives' and managers' interests with the shareholders' interests by delivering greater value to the Executives, Non-Executives and managers as shareholder value increases.

Other benefits

Executives may also be entitled to customary fringe benefits such as personal use of aircraft, company car, medical insurance, accident insurance, tax preparation and financial counselling. The Committee may grant other benefits to the Executives in particular circumstances.

4. Remuneration Policy for Non-Executive Directors

Remuneration of Non-Executives is approved by the general meeting of shareholders and periodically reviewed by the Committee.

• - The current annual cash remuneration for the Chairman of the Board is € 400,000.

• - The current annual cash remuneration for the Non-Executives (i.e., not the Chairman of the Board) is € 30,000 for each Non-Executive.

The cash remuneration of Non-Executives is fixed and not dependent on the Company's financial results. The Non-Executives are not eligible for variable compensation and do not participate in any incentive plans other than the ESOP and the entitlement of the Chairman of the Board to the Asset Disposal Cash Bonus Pool.

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