European Healthcare Acquisition & Growth B : 2021 EHC Annual ReportK

CONTENTS

Report of the Board of Directors

Financial Statements

Other Information

REPORT OF THE BOARD OF DIRECTORS

This annual report of European Healthcare Acquisition & Growth Company B.V. (the "Company") for the financial year ended 31 December 2021 consists of the report of the board of directors of the Company (the "Board" and the "Board Report"), including the responsibility statement and other mandatory statements by the Board and the financial statements of the Company (the "Financial Statements") and the accompanying notes (the "Annual Report").

1. ABOUT EUROPEAN HEALTHCARE ACQUISITION & GROWTH

COMPANY B.V.

1.1. General

European Healthcare Acquisition & Growth Company B.V. was incorporated on 9 July 2021 in Amsterdam, the Netherlands, as a Dutch operators-led special purpose acquisition company incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its business address in Munich, Germany.

The Company was admitted to listing and trading on Euronext Amsterdam (the "Admission"), the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 18 November 2021 pursuant to a private placement (the "Private Placement") in which it raised € 200 million in gross proceeds (the "Proceeds") in accordance with the terms and conditions set out in the Company's prospectus which has been issued on 16 November 2021 (the "Prospectus"). Payment for the Class A Ordinary Shares (as defined below) and the Public Warrants (as defined below) ("Settlement") took place on 22 November 2021 (the "Settlement Date").

The Company has been established for the purpose of entering into a business combination with an operating business in the form of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with, or acquisition of, one or more target companies or businesses with the purpose of creating a single business (a "Business Combination"). The Company intends to focus on companies or businesses with principal operations in Europe in the healthcare sector, with a special focus on the subsectors Biotechnology and Specialty Pharma, Pharma Services, Medical Technology and Medical Devices, Diagnostic and Lab Services, Bioinformatics as well as Life Science Tools (the "Specific Healthcare Sectors"). The Company intends to acquire the shares in one or more target companies and subsequently provide management services to the target(s) for remuneration.

Since the Private Placement, we have been focusing on finding the right target company for the Company. Whilst the Board has had and is currently in early-stage discussions with a few potential target companies, at the date of this Annual Report, we have not yet selected a specific target company that could be proposed to the Business Combination EGM (as defined below). We will continue our search for a Business Combination to be completed within the 24-month period from 18 November 2021, the first day of trading, being 18 November 2023 (the "Business Combination Deadline") as announced in the Prospectus.

If the Company intends to complete a Business Combination, it will convene a general meeting and propose the Business Combination for consideration and approval by Class A OrdinaryShareholders (as defined below) and holders of Founder Shares (as defined below) (the "Business Combination EGM"). The resolution to effect a Business Combination will require the prior approval by a majority of at least (i) a simple majority of the votes cast or (ii) in the event that the Business Combination is structured as a merger, a two-thirds majority of the votes cast if less than half of the issued share capital is present or represented at the Business Combination EGM.

The Company suffered an after-tax loss of € 2.5 million over the period from 9 July 2021 until 31 December 2021. The Company has not recorded any operational revenues. The result is attributable to the negative interest rate payable on the Escrow Account (as defined below) and other financial costs resulting from interest expenses and fair value adjustments of the issued instruments and other operating expenses.

1.2. Company structure

1.2.1. Sponsors

The founders of the Company are BAUR I&C GmbH, RNRI GmbH, CCC Investment GmbH, SO I GmbH, PS Capital Management GmbH and Winners & Co. GmbH (the "Sponsors", also referred as the "Founders") which are affiliates of the Company's directors, Dr. Cornelius Baur, Dr. Thomas Rudolph, Dr. Axel Herberg, Dr. Stefan Oschmann, Mr. Peer M. Schatz and Mr. Stefan Winners, respectively.

1.2.2. Capital structure

The Sponsors hold 6,666,666 convertible class B shares at a nominal value of € 0.01 per share (the "Founder Shares"). The Founder Shares represent 25% of the Company's voting rights (not taking into account any Treasury Shares (as defined below)).

The Company has completed its Private Placement for the issuance of 20,000,000 public units (the "Public Units" and each a "Public Unit") at a price per Public Unit of € 10.00. Each Public Unit consists of (i) one class A ordinary share with a nominal value of € 0.01 per share (the "Class A

Ordinary Shares", and each a "Class A Ordinary Share", also referred to as the "Public Shares"

or the "redeemable Ordinary Shares", and a holder of one or more Class A Ordinary Shares, a "Class A Ordinary Shareholder"); and (ii) one-third (1/3) of a redeemable class A warrant (each whole warrant a "Public Warrant" and together the "Public Warrants", also referred to as the

"Market Warrants").

Class A Ordinary Shareholders may redeem all or a portion of their Class A Ordinary Shares upon the completion of the Business Combination, subject to complying with applicable law and satisfaction of certain conditions. The gross repurchase price of a Class A Ordinary Share in connection with a Business Combination is equal to its pro rata share of funds in the Escrow Account determined two trading days prior to the Business Combination EGM, which is anticipated to be € 10.00 per Class A Ordinary Share.

1.2.3. Escrow

The Proceeds are held on an escrow account (the "Escrow Account") as described in the Prospectus. The Escrow Account is subject to a negative interest rate of -0.62%1 in the first year

(the "Negative Interest").

1.2.4. Costs

The Sponsors have provided € 11.6 million to the Company through the purchase of the Founder Shares, the Founder Warrants (as defined below) and the Additional Sponsor Subscription (as defined below).

At Settlement, the Sponsors have: (i) paid an additional purchase price for the Founder Shares in the aggregate of € 1,400,000 that will be used, inter alia, to cover remuneration costs during the first 12 months after the Settlement; (ii) subscribed for 5,128,000 class B warrants at a price of € 1.50 per warrant (the "Founder Warrants") (up to € 7,692,000 in the aggregate) in a separate private placement that has occurred on the Settlement Date (the "Sponsors Capital At-Risk"). The Sponsors Capital At-Risk will be used to finance the Company's working capital requirements and other running costs and expenses, except for some commissions as further detailed in the Prospectus that will, if and when due and payable, be paid from the Escrow Account, until the completion of the Business Combination; and (iii) subscribed to 1,640,000 Founder Warrants which have been issued to the Sponsors at Settlement at a price of € 1.50 per Founder Warrant, for an aggregate purchase price of € 2,460,000 (the "Additional Sponsor Subscription"). The proceeds of the Additional Sponsor Subscription will be used to cover any Negative Interest, up to an amount equal to the proceeds from the Additional Sponsor Subscription to allow, in case of a liquidation of the Company after expiry of the Business Combination Deadline or in case of redemptions of Class A Ordinary Shares in the context of a Business Combination, for a redemption of up to € 10.00 per Class A Ordinary Share.

1.3. The Board

1.3.1. One-tier board

The Company maintains a one-tier board consisting of executive and non-executive directors. The executive directors are responsible for the day-to-day management of the Company. The non-executive directors supervise and advise the executive directors. The Board as a whole is responsible for the strategy and the management of the Company. Following Admission, the Board comprises two executive directors (the "Executive Directors") and four non-executive directors (the "Non-Executive Directors", and together with the Executive Directors, the "Directors").

Each Director has a duty to the Company to properly perform the duties assigned to them and to act in the Company's corporate interest. Under Dutch law, the corporate interest extends to the interests of all the Company's stakeholders, including the Company securities holders, creditors and employees.

The Board is responsible for the governance structure of the Company. As at the date of this Annual Report, the provisions of Dutch law, which are commonly referred to as the "large company regime"

1 The Negative Interest charged is currently -0.5% (ECB Deposit Facility Rate) - 0.12% = -0.62%. Please refer to Article 1.5 of the Escrow Agreement executed on 16 November 2021.