Oxurion NV — Proxy Solicitation & Information Statement 2022

Apr 1, 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 ORDINARY GENERAL SHAREHOLDERS' MEETING OF 3 MAY 2022¹

The board of directors of the Company has the honour to invite the holders of shares, subscription rights, convertible bonds and the statutory auditor of the Company to attend the ordinary general shareholders' meeting, which will be held on Tuesday 3 May 2022 at Gaston Geenslaan 14, 3001 Heverlee (Belgium) at 2:00 p.m. (CET) with the agenda below.

AGENDA ORDINARY GENERAL SHAREHOLDERS' MEETING

Agenda of the ordinary general shareholders' meeting with comment by the board of directors and proposed resolutions

• 1. Acknowledgment of:
• the annual report of the board of directors on the annual accounts relating to the financial year closed on 31 December 2021 (including the corporate governance policy of the Company);
• the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2021; and
• the consolidated annual accounts relating to the financial year closed on 31 December 2021.

Commentary to the item on the agenda:

The board of directors requests the meeting to take note of the annual report of the board of directors of the Company on the annual accounts relating to the financial year closed on 31 December 2021, the statutory auditor's report on the annual accounts relating to the financial year closed on 31 December 2021 and the consolidated annual accounts relating to the financial year closed on 31 December 2021.

1. Approval of the remuneration report of the board of directors, as explained by the nomination and remuneration committee and included in the annual report.

Proposed resolution:

Approval of the remuneration report prepared by the board of directors of the Company, as explained by the nomination and remuneration committee and included in the annual report.

• 1. Approval of:
• the statutory annual accounts relating to the financial year closed on 31 December 2021; and
• the allocation of the results as proposed by the board of directors of the Company in its annual report.

Proposed resolution:

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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Approval of the statutory annual accounts relating to the financial year closed on 31 December 2021 and on the allocation of the results as proposed by the board of directors of the Company in its annual report.

1. Approval, upon proposal of the board of directors of the Company and based on the advice received from the nomination and remuneration committee, of the remuneration policy of the Company.

Proposed resolution:

Approval of the remuneration policy with respect to the directors, the other persons charged with the management and the persons charged with the day-to-day management of the Company.

1. Discharge to the directors of the Company for the exercise of their mandate as director during the financial year closed on 31 December 2021.

Proposed resolution:

Discharge to the following persons for the exercise of their mandate as a director during the financial year closed on 31 December 2021:

• ViBio BV, having its registered office at 3140 Keerbergen, Fazantendreef 17, registered in the register of legal entities (Leuven) under the number 0888.215.637, with permanent representative Mr. Patrik De Haes (for the period from 1 January 2021 up to and including 15 May 2021);
• MeRoNo BV, having its registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under the number 0771.312.029, with permanent representative Mr. Patrik De Haes (for the period from 15 May 2021 up to and including 31 December 2021);
• Mr. Thomas Clay;
• Mr. David Guyer, M.D.;
• Mr. Thomas Graney (for the period from 13 August 2021 up to and including 31 December 2021);
• Ms. Adrienne Graves;
• INVESTEA SRL, having its registered office at 1150 Sint-Pieters-Woluwe, Jan Olieslagerslaan 22, box 16, registered in the register of legal entities (Brussels – French-speaking division) under the number 0554.946.205, with permanent representative Ms. Emmanuèle Attout; and
• Baron Philippe Vlerick.
• 1. Discharge to the statutory auditor of the Company for the exercise of its mandate during the financial year closed on 31 December 2021.

Proposed resolution:

Discharge to the statutory auditor, BDO Bedrijfsrevisoren BV (RLE 0431.088.289), having its registered office at Da Vincilaan 9, 1935 Zaventem, represented by Mr. Gert Claes, auditor, for the performance of its mandate during the financial year closed on 31 December 2021.

1. Appointment of PwC Bedrijfsrevisoren BV, represented by Mr. Didier Delanoye, as statutory auditor upon the proposal of the board of directors of the Company, after proposal of the audit committee, and decision on the remuneration for the exercise of the mandate as statutory auditor.

Proposed resolution:

Upon proposal of the board of directors, after the proposal of the audit committee of the Company, the general meeting resolved to: (i) appoint PwC Bedrijfsrevisoren BV, Culliganlaan 5, 1J, 1831 Diegem, Belgium, represented by Mr. Didier Delanoye, auditor, as statutory auditor of the Company, for a period of three years ending immediately after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024, and (ii) determine the annual remuneration of the statutory auditor at EUR 113,050.00 for the audit of the statutory annual accounts and the consolidated annual accounts of the group. This amount is exclusive of expenses and VAT.

1. Reappointment of (i) Mr. Thomas Clay, (ii) MeRoNo BV, aforementioned, with permanent representative Mr. Patrik De Haes, (iii) Mr. David Guyer, M.D., (iv) Ms. Adrienne Graves, as non-executive directors, and (v) Mr. Thomas Graney, as

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executive director, upon proposal of the board of directors of the Company, after advice of the nomination and remuneration committee, and decision on the remuneration for the exercise of their mandate as director.

Commentary to the item on the agenda:

The curricula vitae of Mr. Patrik De Haes (permanent representative of MeRoNo BV), Mr. Thomas Clay, Mr. David Guyer, M.D., Ms. Adrienne Graves and Mr. Thomas Graney are available on the Company's website (www.oxurion.be). The board of directors is of the opinion that Mr. Thomas Clay, Mr. David Guyer, M.D., and Ms. Adrienne Graves meet the independence criteria set out in article 7:87 of the BCCA and provision 3.5. of the Belgian Corporate Governance Code 2020.

Proposed resolutions:

• 8.1. Resolution to reappoint Mr. Thomas Clay, as independent non-executive director of the Company (as Mr. Thomas Clay meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of two years that will expire after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2023. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
• 8.2. Resolution to reappoint MeRoNo BV, with registered office at 1000 Brussels, Wolvengracht 48, box 5/13, registered in the register of legal entities (Brussels – Dutch-speaking division) under number 0771.312.029, permanently represented by Mr. Patrik De Haes, as non-executive director of the Company, with immediate effect for a period of three years ending after the close of the general meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. Its mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
• 8.3. Resolution to reappoint Mr. David Guyer, M.D., as independent non-executive director of the Company (as Mr. David Guyer, M.D., meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of three years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2024. His mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
• 8.4. Resolution to reappoint Ms. Adrienne Graves, as independent non-executive director of the Company (as Ms. Adrienne Graves meets the independence criteria of article 7:87 of the BCCA and provision 3.5 of the Belgian Corporate Governance Code 2020), with immediate effect for a period of four years that will expire after the close of the meeting that will decide on the annual accounts for the financial year to be closed on December 31, 2025. Her mandate will be remunerated in accordance with the remuneration for non-executive directors adopted by the general meeting of 7 May 2019 and as confirmed in the approved Remuneration Policy 2021 (available on the website of the Company (www.oxurion.be);
• 8.5. Resolution to reappoint Mr. Thomas Graney, as executive director with immediate effect for a period of four years expiring at the close of the general meeting that will decide on the annual accounts for the financial year ending December 31, 2025. His mandate as director will not be remunerated.

All the aforementioned directors chose the registered office of the Company as their place of residence in view of their mandate as director.

In accordance with article 24 of the articles of association, the Company is represented as follows:

"(1) General powers

Without prejudice to the general representative power of the board of directors as a collegiate body, the company is validly represented in and out of court by two directors acting jointly, who are not required to provide proof of a prior decision of the board of directors.

(2) Delegated administrative powers

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The company is also validly represented in and out of court with regard to the day-to-day management by the managing director(s) who act(s) alone or jointly in implementation of the delegation decision of the board of directors. In addition, the company is legally bound by special proxyholders within the limits of the power of attorney granted to them."

1. Approval change of control provisions within the framework of article 7:151 of the BCCA.

Commentary to the item on the agenda:

Pursuant to article 7:151 of the BCCA, the General Meeting is solely competent to approve "change of control clauses" whereby third parties are granted rights having a substantial influence on the assets of the Company or causing a substantial debt or undertaking for the Company, if the exercise of such rights depends on the launch of a public takeover bid on the shares of the Company or a change of control thereof. Such clause is included in the convertible bond financing entered into by the Company on November 21, 2021, for an amount of EUR 10,000,000.00 with Kreos Capital / Pontifax Ventures (the Convertible Bond Financing). The terms of the Convertible Bond Financing provide for a change of control clause condition 7.3 (of the 'Conditions and Terms of the convertible bonds') (Redemption upon a Change of Control) in view of which, for each convertible bond issued under the Convertible Bond Financing, each bondholder may in certain circumstances require the Company to redeem the convertible bonds on the closing of the change of control transaction, in an amount equal to the accreted principal amount together with (i) during the interest only period, any accrued but uncapitalized payment in kind interest; or (ii) during the amortizing period, any accrued but unpaid cash interest. To exercise such right, the relevant bondholder must notify the Company during the period commencing on the occurrence of a change of control and ending 60 calendar days later. Pursuant to article 7:151 of the BCCA, this clause must be approved by the general meeting, and it is hereby proposed to grant this approval for all bonds issued under the Convertible Bond Financing.

Proposed resolution:

Pursuant to article 7:151 of the BCCA, the general meeting approved: (i) condition 7.3 (of the 'Conditions and Terms of the convertible bonds') (Redemption upon a Change of Control) in view of which, for each convertible bond issued under the Convertible Bond Financing, each bondholder may in certain circumstances require the Company to redeem the convertible bonds on the closing of the change of control transaction, in an amount equal to the accreted principal amount together with (i) during the interest only period, any accrued but uncapitalized payment in kind interest; or (ii) during the amortizing period, any accrued but unpaid cash interest. To exercise such right, the relevant bondholder must notify the Company during the period commencing on the occurrence of a change of control and ending 60 calendar days later; and (ii) of any other provision of the Convertible Bond Financing granting rights to third parties which could affect an obligation on the Company, where in each case the exercise of these rights is dependent on the occurrence of a change of control.

9. Power of attorney.

Proposed resolution:

Powers of attorney in the broadest sense to be granted to Mr. Michaël DILLEN, in his capacity as sole director of Midico BV, being the Company's Chief Business Officer and Corporate Secretary, to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary and useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts and the consolidated annual accounts closed on 31 December 2021, and the annual report and the statutory auditor's report relating thereto, with the National Bank of Belgium, and the completion of the necessary publication formalities (including the signing of any publication forms), with the right to delegate.

Voting and majority

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

In accordance with the applicable legislation and the articles of association of the Company, the proposed resolutions included in the abovementioned agenda of the ordinary general shareholders' meeting will be adopted if they are approved by 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.

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PARTICIPATION TO THE ORDINARY 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 point 1 and 2, will have the right to participate in and to vote at the shareholders' meeting.

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 19 April 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.

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

The shareholders must notify the Company, at the latest on Wednesday 27 April 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 3 May 2022 as from 1:45 p.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 ordinary 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 ordinary general shareholders' meeting, i.e. on or before Wednesday 27 April 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".

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The possibility to put items on the agenda and / or to submit proposed resolutions

In accordance with article 7:130 of the BCCA one or more shareholders who hold, individually or jointly at least 3% of the share capital, may put items on the agenda of the shareholders' meeting and submit proposals for resolutions in relation to matters placed or to be placed in the agenda. These requests should be sent by email to corporate.secretary@oxurion.com, no later than Monday 11 April 2022 at 5:00 p.m. (CET).

More detailed information about the conditions of this possibility can be found on the website of the Company (www.oxurion.com).

If the Company would receive any requests for new agenda items or proposed resolutions, it shall promptly and at the latest on Monday 18 April 2022 publish the amended agenda on its website.

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 meetings regarding their relevant reports and the items listed on the agenda, as well as to the auditor of the Company regarding his report during the shareholders' meeting. These questions may also be raised in writing by e-mail to corporate.secretary@oxurion.com at the latest on Wednesday 27 April 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).

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.

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 27 April 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 reports 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 will be available on the website of the Company (www.oxurion.com) as from Friday 1 April 2022.

The board of directors