Oxurion NV — Capital/Financing Update 2022

May 6, 2022

OXURION

Limited liability company Gaston Geenslaan 1 3001 Leuven Registered enterprise number: 0881.620.924 LER Leuven

(the Company)

SPECIAL REPORT OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLE 7:199 OF THE BELGIAN CODE OF COMPANIES AND ASSOCIATIONS¹

1. PRELIMINARY STATEMENT

The board of directors has drafted this report (the Report) pursuant to article 7:199 of the Belgian Code of Companies and Associations (the BCCA) in the context of its proposal to be granted authorization in order to increase the share capital of the Company in the framework of the authorized capital. This Report shall be submitted to the extraordinary general shareholders' meeting of the Company which will be held on Tuesday 3 May 2022, or on a later date having the same agenda (the EGM), with respect to (a.o.) the proposed resolutions concerning the following agenda items:

• (a) New authorization to the board of directors, in accordance with article 7:199 of the BCCA, for a period of five years starting from the publication in the Annexes of the Belgian Official Gazette of the deed of amendment to the articles of association granting this power, to increase the share capital on one or more occasions up to an amount equal to the current amount of the share capital of the Company, through a contribution in cash or in kind or by conversion of the reserves. The board of directors is empowered to issue shares without reference to the nominal value below the par value of the old shares of the same class and the issuance of subscription rights in favor of the personnel. The board of directors will also be authorized to issue convertible bonds and subscription rights under the same conditions;
• (b) New authorization to the board of directors to restrict or cancel, within the context of the authorized capital, the legal preferential subscription rights of the shareholders in the interests of the Company, even in favor of one or more specific persons, other than personnel of the Company or its subsidiaries; and
• (c) New authorization to the board of directors, for a period of three years starting from the date of this authorization, to also increase the share capital in the event of a public takeover bid on the Company's securities in accordance with article 7:199 juncto article 7:202, second paragraph, 2° of the BCCA.

This Report sets out, among other things, the circumstances and the purposes for which the authorized capital may be used.

2. AUTHORIZED CAPITAL

The current authorized capital is valid until 13 June 2024.The board of directors believes that in order to fulfil the needs of the Company, a new authorization should be granted to it to increase the Company's share capital

¹ This is a translation of a Dutch document into English. Reasonable care was taken to ensure that it is accurate. However, you should be aware that words and legal concepts used in one language may not have exact equivalents in another. It cannot be guaranteed that the translation will have exactly the same meaning as the original.

within the limits of the authorized capital by a maximum amount equal to the current amount of the Company's share capital, through a contribution in cash or in kind or, in accordance with article 7:200, first paragraph, 3° of the BCCA, by conversion of the reserves. Moreover, it is advisable to grant a special power to the board of directors (i) in accordance with article 7:200, first paragraph, 1-2° of the BCCA in order to enable the board of directors to use the authorized capital for any issues of subscription rights or convertible bonds with limitation or cancellation of the shareholders' preferential subscription rights and (ii) in accordance with article 7:202 BCCA in order to enable the board of directors to use the technique of the authorized capital also in the event of a public takeover bid.

The board of directors therefore requests to grant authorization to the board enabling it to use the authorized capital in connection with, but not limited to, the circumstances and for the purposes as set out below.

3. PROPOSED AUTHORIZATION TO THE BOARD OF DIRECTORS

3.1 Circumstances and purposes for which the authorized capital may be used

The board of directors will be entitled to use the authorized capital if the Company's current share capital seems inadequate, in complying with legal and statutory obligations or with the conditions established by law or by regulations.

The board of directors will also be entitled to use the authorized capital if there is an inequality between the equity and the debt of the Company, in order to improve the solvency of the Company. More specifically, the board of directors will be entitled to use the authorized capital in the circumstances as described in articles 7:228 and 7:229 of the BCCA.

In addition, the board of directors will be entitled to use the authorized capital to provide the Company with the necessary means to react swiftly and quickly to potential opportunities, including but not limited to acquisitions, mergers and in-licensing and to face new developments and challenges.

The board of directors can also use the authorized capital when the costs of convening an extraordinary general shareholders' meeting are disproportionate compared to the amount of the proposed capital increase or to allow strategic investors in the equity of the Company, among other this to internationalise its shareholder structure.

The authorized capital must allow the board of directors to organise employees', consultants' and management participations in an effective way. The board of directors will be entitled to use the authorized capital to issue subscription rights as part of the Company's subscription rights plans.

The board of directors can, if necessary, use the technique of the authorized capital as a defence mechanism against potential hostile takeover bids on the securities issued by the Company.

As a result of the power granted to the board of directors in relation to the authorized capital, the board of directors will be entitled to increase the share capital of the Company, within the limits of the law, any number of times, by a maximum amount equal to the current amount of the Company's share capital i.e. EUR 67,931,161.32) for a period of five years from the date on which the notarial deed granting this power is published in the Annexes to the Belgian Official Gazette.

The board of directors will also be entitled to increase the Company's share capital, any number of times, from the date on which the Financial Services and Markets Authority ("FSMA") notifies the Company that a public takeover bid was launched on its securities, by way of a contribution in cash with the cancellation or restriction of the preferential subscription rights of the existing shareholders or by way of a contribution in kind in accordance with article 7:202 BCCA. This power will be granted for the legally permitted maximum period of three years from the date on which the EGM has decided to grant this power, and can be renewed.

The board of directors will be entitled to increase the Company's share capital by way of a contribution in kind and in cash, by incorporation of reserves, with or without the issue of new securities. The board of directors is empowered to issue shares without reference to the nominal value below the par value of the old shares of the same class and the issuance of subscription rights in favor of the personnel.

In addition, the board of directors will also be entitled to issue convertible bonds, subscription rights whether or not attached to another type of security or bonds with subscription rights, bearing in mind that the maximum amount for which the authorized capital can be used for the issue of convertible bonds, subscription rights whether or not attached to another type of security or bonds with subscription rights, applies to the amount of the capital increases that would result from the conversion of these bonds or the exercise of these subscription rights. For the avoidance of doubt, the board of directors' authorization will also include the power for the board of directors to use the authorized capital for issues of subscription rights or convertible bonds with limitation or cancellation of the shareholders' preferential subscription rights in accordance with article 7:200, first paragraph, 1-2° of the BCCA.

Within the limits of the authorized capital, the board of directors will also have the power to restrict or cancel the preferential subscription rights granted by law to the existing shareholders, if it is in the interest of the Company and subject to the conditions set out in article 7:191 etc. of the BCCA. The board of directors will be entitled to restrict or cancel the preferential subscription rights for the benefit of one or more specified persons, even if they are not members of the employees of the Company or its subsidiaries.

As a result of any increase of the share capital within the limits of the authorized capital, the board of directors can ask for the payment of an issue premium. If the board of directors decides to ask for the payment of an issue premium, this issue premium must be booked on an unavailable account, so that each decision (except for the decision to incorporate the issue premium into the capital) with respect to the disposal of the issue premium must be taken by the general shareholders' meeting in accordance with the same process that is required for changing the Company's articles of association.

3.2 Amendment of the articles of association

The board of directors will have the power to amend the Company's articles of association in accordance with a capital increase which has been decided within the limits of the authorized capital.

4. CONCLUSION

Considering the above, the board of directors suggests that the EGM grants them authorization concerning the authorized capital as described above.

In accordance with article 7:199, §2 of the BCCA, the underlying Report is included in the agenda of the aforementioned EGM of the Company.

Drawn up in Leuven on 31 March 2022.

On behalf of the Board of Directors,

___________________________

Thomas Graney Special proxyholder