Cosmo Pharmaceuticals N : Written proxy

ANNUAL GENERAL MEETING OF SHAREHOLDERS

WRITTEN PROXY

The undersigned (Name)

(Name),

residing in

(Address),

being the holder of:

n°

ordinary shares in the capital of COSMO Pharmaceuticals N.V.

("COSMO"), hereby appoints:

each (candidate) civil-law notary and/or lawyer of Baker & McKenzie Amsterdam N.V. 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 Annual General Meeting of Shareholders (the "AGM") to be held on May 27, 2022.

Turn next pages to cast votes

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My/our proxy is authorised and instructed to vote as indicated in respect of the undermentioned resolutions:

Agenda Item 3:

Proposal to adopt the annual accounts of financial year 2021 ("FY 2021").

Vote (Tick the box of your choice):

In favourAgainst

Abstain

Agenda Item 4:

Appropriation of the result of FY 2021.

In favour

Against

Abstain

Agenda Item 5:

Proposal to approve the resolution of the Board of Directors to declare a distribution out of COSMO's freely distributable reserves.

Agenda Item 6:

Proposal to grant discharge to the members of the Board of Directors in respect of their performed management, supervision and advice during FY 2021.

Agenda Item 7:

Proposal to amend the remuneration policy.

In favour

Against

AbstainIn favour

Against

AbstainIn favour

Against

Abstain

Agenda Item 8:

Proposal to grant options to subscribe for ordinary shares and/or rights to acquire ordinary shares to the Board of Directors.

Agenda Item 9:

Proposal to authorise the Board of Directors, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of COSMO (whichever comes first), to:

i.

issue - and grant subscription rights to - ordinary shares up to aIn favour

Against

Abstain

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;

• ii. issue - and grant subscription rights to - ordinary shares up to a maximum nominal sum of ten percent (10%) of the ordinary shares included in the authorised capital, which shares shall be issued for the execution of COSMO's employee stock ownership plan for directors, employees, co-workers and administrators of COSMO or a group company; and

• iii. 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.

In favourAgainst

AbstainIn favour

Against

AbstainIn favourAgainst

Abstain

Agenda Item 10:

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 included in the authorised capital, for a period of eighteen (18) months after the date of this AGM or until the day of the next annual general meeting of shareholders of COSMO (whichever comes first).

Agenda Item 11:

Proposal to reappoint BDO Audit & Assurance B.V. as independent auditor of COSMO for financial year 2022.

In favour

Against

AbstainIn favour

Against

Abstain

IMPORTANT INFORMATION

• 1. A representative does not need to be a shareholder of COSMO. A representative may be a legal or natural person.

• 2. Together with the proxy, beneficial owners of shares must also submit a Bank Holding Certificate showing beneficial ownership of shares as of the Record Date, as well as a copy of a valid identification document of the beneficial owner. In case of legal persons/entities (including partnerships or trusts), evidence of the authority of the person granting the proxy (copy of the Chamber of Commerce document, power of attorney or similar document) must be submitted.

• 3. If you want your representative to vote for a resolution or against a resolution, or if you want him/her to abstain from voting, please tick the corresponding box. If you return to COSMO 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 or their discretion.

• 4. To be valid, the proxy must be executed and delivered to COSMO by post (COSMO Pharmaceuticals N.V., Riverside II, Sir John Rogerson's Quay, Dublin 2, Ireland, attending Mr. Niall Donnelly) or email ([e-mail]) and be received by COSMO no later than May 26, 2022, 11:59 AM CEST. Proxies received before the AGM, but after May 26, 2022, 11:59 AM CEST may not be taken into account.

• 5. The completion and return of the form of proxy shall not preclude shareholders of COSMO from attending and voting in person at the AGM 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 AGM and the vote on the resolutions and that the related data may circulate within the organisation's entities of the AGM.

• 7. This proxy form is governed by, and shall be construed in accordance with Dutch law. The courts of Amsterdam shall have exclusive jurisdiction to settle any dispute, which may arise out of, or in connection with this proxy form.

Dated: ___________, 2022

Signature(s):

Name:

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