Convening notice and agenda
The board of directors (the “Board”) of IGEA Pharma N.V. (the “Company”) hereby invites you to (virtually) attend the annual general meeting on 30 June 2022 (the “AGM”), at offices of the Company at Siriusdreef 17, 2123 WT Hoofddorp, the Netherlands. The meeting will start at 10:00 hours CEST. Registration will start at 9:30 hours CEST.
The Company urges all shareholders not to attend the meeting in person, but instead to attend the AGM virtually. A limited number of seats will be available at the offices of the Company for shareholders, who are unable to use the online alternative, provided that they have registered in advance and submitted their voting instructions as detailed further below. Furthermore, shareholders will have the possibility to ask questions about the agenda items (i) during the AGM and (ii) prior to the AGM by submitting questions up to 72 hours prior to the AGM (forfurther information, please see section 7).
The convening notice, the agenda and the explanatory notes are available for inspection on our website athttps://www.igeapharma.nl/category/information-for-shareholders/. Furthermore, these items can be obtained free of charge (i) by e-mail at email@example.com; or (ii) at the Company’s offices (Siriusdreef 17, 2132 WT Hoofddorp) (the “Company’s Offices”) or by e-mail at firstname.lastname@example.org.
2. Approval Annual Report 2021 (voting item)
3. Re-appointment of Executive Director/CEO (voting item)
4. Proposal to adopt the annual accounts for the financial year 2021 (voting item)
5. Proposal for discharge of liability of the members of the Board of Directors and officers (voting item)
2. Record date
You are entitled to participate in and vote at the AGM if you have these rights on 2 June 2022 after close of trading and processing of all settlements (the “Record Date”) and are registered as such in one of the registers designated by the Board, provided that you have registered to attend the AGM in accordance with the provisions set forth below.
Holders of shares in book-entry form
The designated register or sub-register for holders of shares in book-entry form are the records of the institutions affiliated to Euroclear Nederland as well as the records of the other intermediaries as defined in the Dutch Act on giro securities (Wet giraaleffectenverkeer) identifying the shareholder on the Record Date.
If you wish to attend the AGM either virtually or by proxy, you must notify Van LanschotKempen N.V. by e-mail to email@example.com through your bank or stockbroker (the “Intermediaries”). Notification can take place as of 3 June 2022, but no later than 21 June 2022, 17:00 hours CEST. The Intermediaries must provide Van Lanschot Kempen N.V.with a statement mentioning (i) the number of shares held by each of the shareholders on the Record Date on whose behalf they make the registration and (ii) as per shareholder, for which number of shares registration for the meeting is requested.
Holders of shares other than in book-entry form
Holders of shares other than in book-entry form wishing to exercise the voting rights attached to such shares must notify the Company in writing, by e-mail to firstname.lastname@example.org, as of 3 June 2022, but no later than 21 June 2022, 17:00 hours CEST.
4. Voting by proxy
If you wish to have yourself represented at the AGM by a proxy holder, you may – in addition to registering for the AGM as described above – grant a proxy to either (i) MrCees de Zeeuw, civil-law notary (notaris)) at Pels Rijcken & Droogleever Fortuijn N.V., or his deputy, as independent third party,or (ii) another person, to vote at the AGM on your behalf. The duly signed proxy instrument needs to be received by no later than 21 June 2022, 17:00 hours CEST at Van Lanschot Kempen,by e-mail to email@example.com (for holders of shares in book-entry form)or at the Company’s Offices by e-mail to firstname.lastname@example.org (for holders of shares other than in book-entry form). A proxy form is available at https://www.igeapharma.nl/category/information-for-shareholders/.
5. Hybrid AGM
Due to the (potential) associated health risks and governmental restrictions related to the COVID-19 pandemic, the Board decided that the AGM can also be attended virtually. This means that shareholders who will not be able to attend the meeting either physically or though proxy, will be able to attend, participate in, address the meeting and vote electronically at the meeting on all resolutions via the internet, therefore online and remote with their own smartphone, tablet or personal computer.
6. Virtual admittance to the AGM
Registration for admission to the AGM will take place on the day of the AGM from 9:30 hours (CEST) until the commencement of the AGM at 10:00 hours (CEST). After this time registration for admission is no longer possible. Persons entitled to attend the meeting must identify themselves electronically to enter the AGM. More information will be available at https://www.igeapharma.nl/category/information-for-shareholders/ (updated regularly).
7. Submission of questions beforeor during the AGM
Shareholders attending the AGM have the possibility to send questions about the agenda items addressed to the General Meeting up to 72 hours prior to the AGM via e-mail to email@example.com. The Company will address these questions either before the AGM on its website, or during the AGM, possibly in a bundled form. The answers to these questions will be published on the website of the Company.There is alsoa possibility to submit questions during the AGM.The Chairman of the meeting may further determine this in the interest of the order the meeting.
Hoofddorp, 27May 2022
The Board of Directors
Agenda item 2: Discussion of the Annual Report 2021
The Company’s Annual Report 2021 has been or will be made available on the Company’s website https://www.igeapharma.nl/category/financial-reports/ and at the Company’s office address.
Agenda item 3: Re-appointment of Executive Director/CEO
The Board proposes to the EGM to re-appoint Vincenzo Moccia as Chief Executive Officer of the Company.