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

Cosmo Pharmaceuticals' Shareholders approve
all Agenda Items at Annual General Meeting

Amsterdam - May 28, 2019 - Cosmo Pharmaceuticals N.V. (SIX: COPN) today announced that the shareholders approved all agenda items at the shareholders meeting in Amsterdam on May 28, 2019.

6'751'426 votes representing 45.99% of the total votes were present.

The financial statements were approved and the board was discharged with 99.94% of the votes.

Mr. Mauro Severino Ajani, Mr. Dieter A. Enkelmann, Mrs. Maria Grazia Roncarolo and Mr. Kevin Donovan, were re-elected for a three-year period to the board of directors as non-executives with 93.41% of the votes.

Mr. Alessandro Della Chà and Mr. Hans Christoph Tanner were re-elected for a period of three years as executive members of the board of directors with 96.27% of the votes.

Proposal to (i) amend the remuneration policy and (ii) adopt a new employee stock ownership plan for the board of directors and (iii) adopt an additional employee stock ownership plan for the Chairman and the CEO, was approved with 89.50% of the votes.

Proposal to authorize the Board of Directors for a period of eighteen 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 authorization by a maximum of a further ten percent (10%) of the ordinary shares included in the authorized capital was approved with 98.39% of the votes.

Proposal to authorize the Board of Directors for a period of eighteen months to issue ordinary shares up to a maximum nominal sum of twenty percent (20%) of the ordinary shares included in the authorized capital, which shares shall be issued for the execution of Cosmo's employee stock ownership plan for directors, employees and co-workers of Cosmo or a group company was approved with 92.15% of the votes.

Proposal to authorize the Board of Directors for a period of eighteen months to 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 was approved with 95.26% of the votes.

Proposal to authorize the Board of Directors to acquire fully paid-up shares in the share capital of Cosmo up to a maximum of 10% of the ordinary shares included in the authorized capital and for a period of eighteen months (in accordance with Cosmo's articles of association) was approved with 99.77% of the votes.

BDO Audit & Assurance B.V. (Amsterdam) was appointed as independent auditor of Cosmo for FY 2019 with 100% of the votes.

About Cosmo Pharmaceuticals

Cosmo is a specialty pharmaceutical company that aims to become a global leader in the field of optimized therapies for selected gastrointestinal disorders. The company's proprietary clinical development pipeline specifically addresses innovative treatments for IBD, such as Ulcerative Colitis and Crohn's Disease, and Colon Infections. In addition, the Company has developed Eleview™, a medical device for polyp excision and is developing Methylene Blue MMX®, a product for the detection of colon cancer and has a large shareholding in Cassiopea S.p.A., a clinical-stage specialty pharmaceutical company focused on developing and commercializing innovative and differentiated medical dermatology products. Cosmo's MMX® products that have reached the market are Lialda®/Mezavant®/Mesavancol®, a treatment for Ulcerative Colitis that is licensed globally to Nogra and Shire Limited and Uceris®, the first glucocorticosteroid indicated for the induction of remission in active, mild to moderate Ulcerative Colitis, licensed in the USA to Santarus/Salix/Valeant and in the Rest of the World to Ferring. Cosmo's proprietary MMX® technology is at the core of the Company's product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities. The technology is designed to deliver active ingredients in a targeted manner in the colon. For further information on Cosmo, please visit the Company's website:

www.cosmopharma.com

Financial calendar

Jefferies Global Health Care Conference	New York, June 4-7, 2019
Half-Year Results	August 2, 2019

Contact

John Manieri, Head of Investor Relations

Cosmo Pharmaceuticals N.V.

Tel: [phone]
[e-mail]

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.

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