Convening notice

12 February 2024

Dear Shareholder,
The Board of Directors (the “Board”) of IGEA Pharma N.V. (the “Company”) hereby invites you to attend the Annual General Meeting on 27 February 2024 (the “EGM”) that will take place at Siriusdreef 17 te 2132 WT Hoofddorp. The meeting will start at 4:00 PM CET (Amsterdam Time) and is to be attended physically.
Registration will start at 3:00 PM CET (Amsterdam Time).

The Board hereby convenes this EGM. The Company urges all shareholders to attend the meeting in person/or by proxy. Shareholders will have the possibility to vote manually or by proxy, and they will have the possibility to ask questions about the agenda items (i) during the EGM and (ii) prior to the EGM by submitting questions up to 72 hours prior to the EGM.

The convening notice, the agenda and the explanatory notes are available for inspection on our website at https://www.igeapharma.nl/category/information-for-shareholders/.
Furthermore, these items can be obtained free of charge (i) by e-mail at proxyvoting@vanlanschotkempen.com; or by e-mail at info@igeapharma.nl.

1 Agenda

  1. Opening
  2. Amendment of the (statutory) name of the company
  3. Approval of the resolution of the Board, of the disposal of Blue Sky Natural Resources LTD (voting item)
  4. Amendment of the articles of association of the Company including autorization to execute the notarial deed of amendment (voting item)
  5. Amendment and renewal of (all) the outstanding authorizations to issue shares and authorization of the Board to issue shares and limit or exclude pre-emptive rights of shareholders (voting item) and authorization of the Board (after amendment of the articles of assocation) of the Company to:
    • issue shares (voting item)
    • limit or exclude pre-emptive rights of shareholders (voting item)
  6. Closing

2 Record date

You are entitled to participate in and vote at the EGM if you have these rights on 16 February 2024 (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 EGM in accordance with the provisions set forth below.

3 Registration for, and acces, to the EGM

If you wish to attend the EGM by proxy, you must notify Van Lanschot Kempen N.V. by email to proxyvoting@vanlanschotkempen.com through your bank or stockbroker (the “Intermediaries”).
Notification can take place as of the date hereof, but no later than 23 February 2024, 17:45 CET (Amsterdam Time). 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.

4 Voting by proxy

If you wish to have yourself represented at the EGM by a proxy holder, you may – in addition to registering for the EGM as described above – grant a proxy to either (i) mr Pierpaolo Cerani or (ii) another person, to vote at the EGM on your behalf. The duly signed proxy instrument needs to be received by no later than 23 February 2024, 17:45 CET (Amsterdam Time) at Van Lanschot Kempen N.V., Beethovenstraat 300, 1077 WZ Amsterdam and e-mail to proxyvoting@vanlanschotkempen.com or to info@igeapharma.nl. A proxy form is available at the bottom.

5 Submission of questions before or during the EGM

Shareholders attending the EGM have the possibility to send questions about the agenda items addressed to the General Meeting up to 72 hours prior to the EGM via e-mail to info@igeapharma.nl. The Company will address these questions either before the EGM on its website, or during the EGM, possibly in a bundled form. The answers to these questions will be published on the website of the Company. There is also a possibility to submit questions during the EGM. The Chairman of the meeting may further determine this in the interest of the order the meeting.

For further information, please do not hesitate to contact the Company at the Company’s Offices at info@igeapharma.nl.

6 Number of shares outstanding and number of voting rights

At the day of this notice, the Company has 337,030,142 ordinary shares outstanding. The Company holds 35,305 ordinary shares in its own capital.
Therefore, the total number of voting rights at the day of this notice amounts to 336,994,837.

Hoofddorp, 12 February 2024
The Board of Directors

Explanatory notes

Agenda item 2 : Amendment of the (statutory) name of the Company
The intention of the Board to amendment the (statutory) name of the company, is related to amendment of the articles of assocation of the Company as further explained under agenda item 4.

Agenda item 3 : Approval of the resolution of the Board, of the disposal of Blue Sky Natural Resources LTD (voting item)
Pursuant section 7.3.3 of the articles of association of the Company (as required by Dutch Law) the approval of the General Meeting is required for resolutions of the Board, regarding important changes in the identity or character of the Compant or the associated business enterprise.

Agenda item 4 : Amendment of the articles of association of the Company including the autorization to execute the notariel deed of amendment (voting item)

The Board proposes to the EGM to amend section 2.1.1 of the articles of association of the Company by amending the statutory name of the Company to ForHealthy N.V. and to amend section 3.1.1. of the articles of association of the Company by setting the authorized share capital of the Company from EUR five (5) million up to EUR seven (7) million, divided three million five hundred thousand (3,500,000) shares, each with a nominal value of EUR 2.00. The proposal includes the authorization of each executive Board member individually and each civil-law notary, deputy civil-law notary and notarial employee, employed by LV notarissen, each individually, to execute the notarial deed of amendment of the articles of association in accordance with the aforementioned draft, and additionally to perform all other legal acts (including making textual changes of minor significance), that the authorized respresentative deems useful or necessary in connection with the aforementioned legal act(s).
As a result of the reverse share split the nominal value of each share will increase. The total value of the issued capital will slightly increase to three million three hundred seventy thousand three hundred two Euros (€ 3,370,302.00) (from three million three hundred seventy thousand three hundred one Euros and forty-two cents (€ 3,370,301.42)). Meaning that the issued capital will be divided into one million six hundred eighty-five thousand one hundred fifty-one (1,685,151) shares, each with a nominal value of EUR 2.00.
Any differences in the number of shares derving from the reverse share split should be revolved by rounding down to the nearest unit.

Agenda item 5 : Amendment and renewal of the outstanding authorizations of the Board to issue shares and authorization of the Board to issue shares and limit or exclude pre-emptive rights of shareholders (voting item)

Regadering the amendment of the authorizes share capital of the Company from EUR five (5) million up to EUR seven (7) million, divided into three million five hundred thousand (3,500,000) shares, each with a nominal value of EUR 2.00, the Board makes a proposal to the General Meeting to amend and renew the outstanding authorizations:

  • with resolution dated January 8, 2020 the General Meeting authorized the Board, within March 26, 2025, to issue up to 12.524.384 new shares with a par value of EUR 0.01 and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares in respect thereof;
  • with resolution dated April 28, 2021 the General Meeting authorized the Board, for a period of five years after (28.04.2021), to issue up to 70.000.000 new shars with a par value of EUR 0.01 and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares for a period of five years after (28.04.2021);
  • with resolution dated April 24, 2023 the General Meeting authorized the Board, for a period of five years after (24.04.2023), to issue up to the total authorized capital of 500 million shares and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares for a period of five years after (24.04.2023);

corresponding to the amendment of the authorized share capital of the Company. Persuant to the amendment of the authorized share capital of the Company the Board makes a proposal to the General Meeting to amend and renew the authorizations as follows:

  • the General Meeting authorizes the Board, within March 26, 2027, to issue up to 62.622 new shares with a par value of EUR 2.00 and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares in respect thereof;
  • the General Meeting authorizes the Board, within April 28, 2028, to issue up to 350.000 new shares with a par value of EUR 2.00 and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares in respect thereof;
  • the General Meeting authorizes the Board, within April 24, 2030 to issue up to 402.228 new shares with a par value of EUR 2.00 and to limit or exclude pre-emptive rights of shareholders regarding the issue of shares in respect thereof;

And the Board makes a proposal to the General Meeting, in accordance with section 3.2.1 and 3.2.3 to authorize the Board to issue up to 999.999 shares with a par value of EUR 2.00 for a periode of five years after the approval by the General Meeting is granted.

The outstanding authorization can be withdrawn, by a new authorization of the Board to issue shares.

The Board also makes a proposal to the General meeting to authorize the Board to limit or exclude pre-emptive rights of sharesholders regarding the issue of shares in respect thereof.

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