EGM November 16, 2021 – Written Proxy

EXTRAORDINARY 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 "EGM") to be held on November 16, 2021.

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 2:

Proposal to approve that the Board of Directors 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.

Agenda item 3:

Vote (Tick the box of your choice):

In favour	Against		Abstain

In favour

Against

Abstain

Proposal to authorise the Board of Directors, 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 authorisation granted to the Board of Directors at the annual general meeting of COSMO on May 28, 2021.

Agenda item 4:	In favour	Against		Abstain
Proposal to grant discharge to Eimear
Cowhey, a former non-executive member
of the Board of Directors in respect of her
performed supervision and advice during
financial year 2021 up to the day of her
resignation.
Agenda item 5:	In favour	Against		Abstain
Proposal to appoint Alexis de Rosnay as
non-executive member of the Board of
Directors 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).

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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 defined in the convening notice), 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 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, attn. Mr. Niall Donnelly) or email ([e-mail]) and be received by COSMO no later than November 15, 2021, 11:59 AM CET. Proxies received before the EGM but at a later time may not be taken into account.
5. By signing this form of proxy, the undersigned consents that the featured data are collected, processed and used for the purpose of the EGM and the vote on the resolutions and that the related data may circulate within the organisation's entities of the EGM.
6. 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: ___________, 2021

Signature(s):

Name:

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