Oxurion NV — Proxy Solicitation & Information Statement 2022

May 6, 2022

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OXURION PUBLIC LIMITED LIABILITY COMPANY

Gaston Geenslaan 1 3001 Heverlee

Enterprise number: 0881.620.924

RLE Leuven

www.oxurion.com info@oxurion.com

(the Company)

CONVOCATION OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING OF 24 MAY 2022¹

As the quorum required for the deliberation and voting on the items on the agenda of the first extraordinary general shareholders' meeting of the Company held on Tuesday 3 May 2022 at 10:00 a.m. (CET), before notary public Peter Van Melkebeke, at Lloyd Georgelaan 11, 1000 Brussels, Belgium, was not met, the holders of securities of the Company are invited to attend the extraordinary general shareholders' meeting, which will be held on Tuesday 24 May 2022 at 10:00 a.m. (CET), before notary public Peter Van Melkebeke (or any other associated notary public of Berquin Notaries CVBA), at Lloyd Georgelaan 11, 1000 Brussels, Belgium, with the agenda below.

In accordance with the Belgian Code of Companies and Associations Code (BCCA), no legally required quorum is applicable to this second meeting, so that this second extraordinary general shareholders' meeting, so that the second meeting can validly deliberate and resolve regardless of the share capital represented. Details of the applicable registration and voting formalities related to this second extraordinary general shareholders' meeting can be found below.

AGENDA EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

Agenda of the extraordinary general shareholders' meeting with comments by the board of directors and proposed resolutions

1. Resolution to effect a share consolidation in respect of all outstanding shares of the Company by means of a 1-for-10 share, share consolidation, and authorization to the board of directors to further implement the share consolidation during a threeyear period following the date of this extraordinary general shareholders' meeting.

Proposed resolution:

In accordance with article 7:49 of the BCCA, the extraordinary general meeting grants the board of directors the authority for a three-year period following the date of this extraordinary general meeting to effect a share consolidation with respect to all outstanding shares of the Company by means of a 1-for-10 reverse stock split (the Reverse Stock Split), and to further implement the Reverse Stock Split. If the board of directors does not initiate the process for implementing the Reverse Stock Split within a three-year period following the date of this extraordinary general meeting, the board of Director's authority to effect the Reverse Stock Split shall lapse unless renewed. The board of Director's authority to implement the Reverse Stock Split is subject to the following terms and conditions:

(a) Share consolidation: All of the outstanding shares of the Company shall be consolidated into a new and reduced number of shares at the ratio of one (1) new share for ten (10) existing shares (the Ratio). Subject to the terms and conditions set out below, the Reverse Stock Split will be carried out simultaneously for all outstanding shares of the Company in accordance with the Ratio, so that after the completion of the Reverse Stock Split each new share

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.

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• shall represent the same fraction of the Company's share capital. The Reverse Stock Split will not result in a reduction or increase of the Company's share capital.
• (b) Form and nature of the new shares: The Reverse Stock Split will not affect the form of the outstanding shares (dematerialized or registered) and the outstanding registered and dematerialized shares will be processed separately within the framework of the Reverse Stock Split. All new shares after the completion of the Reverse Stock Split shall have the same rights and benefits and rank pari passu in all respects, including as to entitlements to dividends, applying the Ratio.
• (c) No fractions of new shares: Within the framework of the Reverse Stock Split, the existing shares can only be consolidated, in accordance with the Ratio, into a whole number of new shares. No fractions of new shares can be issued. Subject to applicable company, financial and securities law rules, and subject to the provisions of the foregoing paragraphs, the board of directors shall be authorised to determine the manner and process to effect the Reverse Stock Split with respect to holders of existing shares of the Company who at the time of the Reverse Stock Split do not have a sufficient number of existing shares in order to receive a whole number of new shares in accordance with the Ratio. Within this context, the board of directors shall have the power to determine that (i) the positions of old shares that cannot be consolidated into a whole number of new shares in accordance with the Ratio can be aggregated for consolidation into new shares, (ii) such new shares can be sold or placed via an exempt private placement or bookbuilding (accelerated or not) to institutional, qualified or professional investors or individuals in and outside of Belgium, and (iii) the net proceeds of such sale or placement, after deduction of relevant transaction costs and expenses (including commissions, fees and expenses of agents and advisors) and applicable taxes, all as applicable, can be distributed on a pro rata basis to the holders of existing shares that did not have a sufficient number of existing shares to be converted into whole new shares in accordance with the Ratio, provided that the net proceeds shall not be less than EUR 0.01 per old share. If net proceeds are less or cannot be distributed on a pro rata basis as aforementioned, these shall accrue to the Company. Subject to applicable provisions of company, financial and securities law, the board of directors shall also have the authority to determine that the positions of existing shares that cannot be consolidated in accordance with the Ratio into a whole number of new shares can be acquired by the Company or one of its subsidiaries and that the net proceeds of such sale will be distributed on a pro rata basis as set forth above.
• (d) Cancellation of existing shares: Following the completion of the Reverse Stock Split, the existing shares of the Company shall be cancelled and no longer remain outstanding.
• (e) Timing of the Reverse Stock Split: The board of directors shall be authorised to determine the effective date of the Reverse Stock Split, provided, however, that the Reverse Stock Split is to be implemented within a three-year period following the date of this extraordinary general meeting at the latest. The board of directors shall have the power not to proceed with the implementation of the Reverse Stock Split, or, in case the implementation of the Reverse Stock Split has already started, to suspend or cancel the completion of the Reverse Stock Split if the board of directors determines that the market circumstances do not allow for the completion of the Reverse Stock Split in circumstances satisfactory to it.
• (f) Agents: One or more banks or financial institutions shall or may be appointed by the Company for the purpose of the further organization and implementation of the Reverse Stock Split, including (but not limited to) the consolidation of positions of existing shares that cannot be consolidated into a whole number of new shares in accordance with the Ratio, and the sale of new shares as permitted by paragraph (c).
• (g) Adjustment of the subscription price of the Subscription Rights and exchange ratio of the Convertible Bonds: Upon completion of the Reverse Stock Split, the applicable subscription price of the subscription rights (warrants) issued by the Company shall be adjusted accordingly. Therefore, 10 subscription rights will be required for the subscription to one share after the Reverse Stock Split. Upon completion of the Reverse Stock Split, the exchange ratio of convertible bonds issued by the Company will also be adjusted accordingly (i.e., the number of shares to which a convertible bond is entitled will be divided by 10).
• (h) Amendment of the articles of association: Upon completion of the Reverse Stock Split, Article 5 of the Company's articles of association shall be amended and restated to take into account the resulting number of outstanding and existing shares.
• (i) Further implementation of the Reverse Stock Split: Subject to applicable company, financial and securities law rules, and subject to the provisions of the foregoing paragraphs, the board of directors shall have the power to further implement and effect the Reverse Stock Split, including (without being limited to) the power to (i) determine the practical implementation of the Reverse Stock Split, (ii) determine the timing and the effective date of the

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Reverse Stock Split as contemplated by paragraph (e), (iii) determine the manner and process to deal with positions of existing shares that cannot be consolidated into a whole number of new shares in accordance with the Ratio as contemplated by paragraph (c), (iv) appoint one or more banks or financial institutions for the further organization and implementation of the Reverse Stock Split as contemplated by paragraph (g), (v) proceed with the recording of the amendment and the restatement of the articles of association as contemplated by paragraph (h) before a notary public, (vi) take all useful or necessary steps with Euronext, Euroclear and all other competent regulatory or listing authorities in connection with the implementation of the Reverse Stock Split, (vii) make all changes in the share register book of the Company reflecting the Reverse Stock Split, and (viii) do such other things as shall be useful, appropriate or necessary in connection with the foregoing. The board of directors shall have the authority to delegate the further implementation and execution of the Reverse Stock Split (including the powers referred to in sub-sections (i) to (viii)), in whole or in part, to one or more members of the Company's executive management. Any one or more of the Directors or the Chief Business Officer and Corporate Secretary are authorised to record the amendment and the restatement of the articles of association as contemplated by paragraph (h) before a notary public.

• 1. New authorization to the board of directors with respect to the authorised capital.
• (a) Acknowledgment of and discussion on the board report drafted in accordance with article 7:199 of the BCCA with respect to the authorization referred to in (b) below;
• (b) 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 to 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 authorised to issue convertible bonds and subscription rights under the same conditions;
• (c) New authorization to the board of directors to restrict or cancel, within the context of the authorised 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;
• (d) 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;
• (e) Amendment of article 46 of the articles of association.

Proposed resolution:

After prior acknowledgment and approval of the report of the board of directors drafted for the purposes of article 7:199 of the BCCA, the agenda items 2 (b), (c), (d) and (e) are approved. Article 46 of the articles of association is accordingly amended as follows:

• The first paragraph is integrally replaced as follows:
• "The board of directors is empowered to increase the capital on one or more occasions without the cumulative amount of these increases exceeding a total amount of EUR 67,931,161.32 for a period of five (5) years starting from the publication of the notarial deed of amendment to the articles of association dated [date notarial deed] 2022 in the Annexes of the Belgian State Gazette. 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. This power of the board of directors can be renewed."
• In the fifth paragraph, the last sentence is replaced by the following text: "Within the framework of the authorized capital, the board of directors is authorized to cancel or limit the preferential subscription right that the BCAC grants to the shareholders in the interest of the company and subject to the conditions set forth in articles 7:191 et seq. of the BCAC. The board of directors is authorized to cancel or limit the preferential subscription right in favor of one or more specific persons, even if these persons are not employees of the company or its subsidiary."
• In the sixth paragraph "24 May 2019" is replaced by "[date notarial deed] 2022".

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• 1. New authorizations to the board of directors to buy back shares
• (a) New authorization to the board of directors, in accordance with article 7:215, §1 of the BCCA, for a period of five years starting from the publication in the Annexes to the Belgian Official Gazette of the notarial deed of amendment to the articles of association granting this power, to proceed on one or several occasions with the acquisition, by purchase or exchange, own shares for a price to be determined by the board of directors at the time of acquisition. This authorization also applies to the acquisition of the Company's shares by one of its directly controlled subsidiaries pursuant to article 7:221 of the BCCA; and
• (b) New authorization to the board of directors, in accordance with article 7:215, §1, third and fourth paragraph of the BCCA, for a period of three years starting from the publication in the Annexes to the Belgian Official Gazette of the deed of amendment to the articles of association granting this power, to proceed one or several occasions with an acquisition of the Company's own shares without the prior resolution of the shareholders' meeting if such acquisition is necessary to prevent the Company from suffering an imminent and severe threat;
• (c) Amendment of article 47 of the articles of association.

Proposed resolution

The agenda items 3 (a), (b) and (c) are approved and article 47 of the articles of association is accordingly amended as follows:

• In the second paragraph "24 May 2019" is replaced by "[date notarial deed] 2022".
• In the second paragraph "24 May 2019" is replaced by "[date notarial deed] 2022".
• 1. Powers of attorney.

Proposed resolution:

The meeting grants, without prejudice to its own powers, to each director of the Company and Mr. DILLEN Michaël, in his capacity as sole director of the limited liability company "Midico", being the Company's Chief Business Officer and Corporate Secretary, each acting alone and with the right of substitution, the broadest powers necessary or useful for the implementation of the decisions taken, including, but not limited to, all acts in the context of the determination of any Reverse Stock Split as aforesaid.

The acting notary public, or any other notary public and/or employee of "Berquin Notarissen" CVBA, is granted all powers to draw up, sign and file the coordinated text of the Company's articles of association in the electronic database provided for this purpose, in accordance with the relevant legal provisions.

Voting and majority

In accordance with the articles of association, the Company shall entitle each validly represented share to one vote.

In accordance with applicable law and the Company's Articles of Association, the proposed resolutions included in the abovementioned agenda under items 1 up to and including 3 will be adopted, if they have obtained 3/4th of the votes cast, whereby abstentions in neither the numerator nor the denominator are taken into account, and the proposed resolution included in the above-mentioned agenda under item 4 will be adopted if it is approved by a simple majority of the votes duly cast by the shareholders.

Pursuant to article 7:135 of the BCCA, the holders of subscription rights and convertible bonds can attend the shareholders' meeting with advisory vote only.

PARTICIPATION TO THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

Admission requirements

The board of directors points out that only the persons who have fulfilled the two conditions set out below under items 1 and 2, will have the right to participate in and to vote at the shareholders' meeting.

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1. Registration of the shares

The right to participate in and to vote at the shareholders' meeting is granted on the basis of the accounting registration of the shares in name of the shareholder, on Tuesday 10 May 2022, at midnight (CET) (the registration date). This registration is determined as follows:

• for registered shares: registration will be established through their registration in the register of shares of the Company, on the registration date;
• for dematerialized shares: registration will be established through their registration in the accounts of a licensed account holder or a settlement institution. The licensed account holder or settlement institution provides the shareholder with a certificate stating how many dematerialized shares are registered in its accounts in the name of the shareholder on the registration date.

Only persons who are shareholders on the registration date are entitled to participate in and vote at the shareholders' meeting.

1. Notification of the intention to participate to the shareholders' meeting

The shareholders must notify the Company, at the latest on Wednesday 18 May 2022, that they wish to participate to the shareholders' meeting and the number of shares for which they wish to vote. The certificate, if any, issued by the licensed account holder or the settlement institution, is to be attached to this notification. The notification should be done by e-mail to corporate.secretary@oxurion.com, by fax to +32 16 751 311 or by letter to registered office of the Company (Gaston Geenslaan 1, 3001 Heverlee, Belgium) for the attention of Mr Michaël Dillen, Corporate Secretary.

The holders of securities (other than shares) are allowed to attend the shareholders' meeting, subject to compliance with the admission requirements for shareholders.

Shareholders are encouraged to vote by proxy. Participants who which to attend the meeting are invited to be present on Tuesday 24 May 2022 as from 9:45 a.m. (CET) in order to allow for an efficient handling of the registration formalities.

The shareholders or, as the case may be, their legal representatives or their proxy holders should proof their identity prior to the start of the meetings, if they are natural persons, by presenting their identity card or passport or an equivalent document and, if they are legal persons, their legal representatives should in addition deliver the relevant documents demonstrating in detail their identity and their representation power.

Voting from distance for the extraordinary general shareholders' meeting

The shareholders can vote by mail in accordance with article 31 of the Company's articles of association. Votes by mail must be cast by means of the form prepared by the Company. The vote by mail form can be obtained at the Company's registered office and on the Company's website (www.oxurion.com). The vote by mail form must be signed in writing. Signed vote by mail forms must reach the Company by mail at its registered office (Gaston Geenslaan 1, 3001 Heverlee, Belgium, Attention: Mr Michaël Dillen, Corporate Secretary) or by e-mail at corporate.secretary@oxurion.com at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before Wednesday 18 May 2022 at the latest.

A shareholder who wishes to vote by mail must, in any case comply with the formalities to attend the meeting, as explained under "Admission Requirements".

The right to ask questions

Shareholders that meet the requirements to be admitted to the shareholders' meeting may raise questions to the directors of the Company during the meeting regarding the items listed on the agenda. These questions may also be raised in writing by e-mail to corporate.secretary@oxurion.com at the latest on Wednesday 18 May 2022 at 5:00 p.m. (CET).

More detailed information on the right to ask questions pursuant to article 7:139 of the BCCA can be found on the website (www.oxurion.com).

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Proxies

Shareholders who wish to be represented at the shareholders' meeting, should use the proxy form which has been prepared up by the board of directors for this purpose. Such proxy form can be obtained at the registered office of the Company (Gaston Geenslaan 1, 3001 Heverlee, Belgium) and can be downloaded from the website of the Company (www.oxurion.com). Other proxies will not be accepted.

The proxies that have been granted for the first extraordinary general shareholders' meeting remain valid for this second extraordinary general shareholders' meeting (subject to changes being made by the shareholders to their respective proxies that were granted for the first extraordinary general shareholders' meeting). New proxies will be allowed within the terms and subject to the conditions set out below.

An original proxy must be submitted at the registered office of the Company for the attention of Mr Michaël Dillen, Gaston Geenslaan 1, 3001 Heverlee, Belgium, no later than Wednesday 18 May 2022 at midnight (CET).

The shareholders are requested to strictly follow the instructions set out on the proxy form.

Provision of documents

The holders of securities may consult the relevant documents mentioned in the agenda items of the shareholders' meeting at the registered office of the Company (Gaston Geenslaan 1, 3001 Heverlee, Belgium), as from Friday 1 April 2022 during weekdays and during normal office hours.

The holders of securities may obtain a free copy of these documents at the registered office of the Company, upon written request by letter to the registered office of the Company (Gaston Geenslaan 1, 3001 Heverlee, Belgium), for the attention of Mr Michaël Dillen or by e-mail to corporate.secretary@oxurion.com.

All relevant information regarding this shareholders' meeting, including the report mentioned in the agenda and the information which must be published on the website of the Company, in accordance with article 7:129 of the BCCA, are available on the website of the Company (www.oxurion.com) as from Friday 1 April 2022.

The board of directors