Convening Notice and Agenda

The board of directors (the “Board”) of IGEA Pharma N.V. (the “Company”) hereby invites the shareholders to attend the annual general meeting on 1 December 2022 (the “AGM”), at the offices of the Company at Siriusdreef 17, 2123 WT Hoofddorp, the Netherlands. The meeting will start at 11:00 hours CET. Registration will start at 10:30 hours CET.

The Board hereby convenes this (hybrid) AGM. The Company urges all shareholders to attend the meeting in person (or by proxy) or virtually. Shareholders will have the possibility to vote electronically or by proxy, andthey 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. The convening notice, the agenda and the explanatory notes are available for inspection on our website at https://www.4healthy.nl/category/information-for-shareholders/. Furthermore, these items can be obtained free of charge (i) through the Company’s website as aforementioned or (ii) at the Company’s offices (Siriusdreef 17, 2132 WT Hoofddorp) (the “Company’s Offices”) or by e-mail at info@4healthy.nl.

Agenda

  1. Opening;
  2. Appointment of chairperson and of a Dutch civil-law notary as secretary;
  3. Approval Annual Report 2021; (voting item)
  4. Proposal to adopt the annual accounts for the financial year 2021; (voting item)
  5. Dismissal of Mr. Moccia as CEO and executive member of the Board; (voting item)
  6. Dismissal of Mr. Patrocollo as non-executive member of the Board; (voting item)
  7. Proposal for discharge of liability of the members of the Board of Directors and officers; (voting item)
  8. Appointment of a CEO and executive member of the Board; (voting item)
  9. Appointment of two non-executive members of the Board; (voting item)
  10. Proposal of an auditor firm;
  11. Closing.

Record date

You are entitled to participate in and vote at the AGM if you have these rights on 3 November 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.

Registration

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 giraal effectenverkeer) identifying the shareholder on the Record Date. If you wish to attend the AGM either virtually, in person or by proxy, you must notify Van Lanschot Kempen N.V. by e-mail to proxyvoting@kempen.nl through your bank or stockbroker (the “Intermediaries”). Notification can take place as of 4 November 2022, but no later than 21 November 2022, 17:00 hours CET. 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 ir@igearesearch.com, as of 4 November 2022, but no later than 21 November 2022, 17:00 hours CET.

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 another person to vote at the AGM on your behalf. The duly signed proxy instrument needs to be received by no later than 21 November 2022, 17:00 hours CET at Van Lanschot Kempen, by e-mail to proxyvoting@kempen.nl (for holders of shares in book-entry form) or at the Company’s Offices by e-mail to ir@igearesearch.com (for holders of registered shares). A proxy form is available at https://www.4healthy.nl/category/information-for-shareholders/.

Submission of questions before or 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 info@4healthy.nl. The Company will address these questions either before the AGM on its website, or during the AGM, possibly in a bundled form. For further information, please do not hesitate to contact the Company at the Company’s Offices or via e-mail at info@4healthy.nl.

Hoofddorp, 20 October 2022

The Board of Directors

Explanatory notes to the annual general meeting of 1 December 2022

Agenda item 3&4: Discussion of the Annual Report 2021 and adopting Annual Accounts 2021

The Company’s Annual Report 2021 has been or will be made available on the Company’s website https://www.4healthy.nl/category/financial-reports/ and at the Company’s office address.

Agenda item 8&9: Appointment of Executive Director/CEO and Non-executive Directors

The Board proposes to the AGM to appoint by binding nomination in accordance with section 7.2.2 of the Company’s Articles of Association:

  1. Nicola Alessandro Mona as Executive Director/CEO.
  2. Marcello Vendittelli as Non-executive Director.
  3. Reinout Oussoren as Non-executive Director.

Documents for download:

Convening notice and agenda and explanatory notes FINAL IGEA.pdf

Proxy Form AGM 1 December 2022.pdf