Philogen — AGM Information 2021

May 31, 2021

PRESS RELEASE

PHILOGEN S.p.A.

SHAREHOLDERS' MEETING 2021 PHILOGEN S.P.A.

THE SHAREHOLDERS' MEETING OF PHILOGEN S.P.A. GATHERED IN ORDINARY AND EXTRAORDINARY SESSION, APPROVED:

• The 2020 Financial Statements, and resolved to cover the loss in full by using the reserve for retained earnings
• The Remuneration Policy referred to in the "first section" of the Report on Remuneration Policy and remuneration paid, and voted in favour of the "second section" of the Report on Remuneration Policy and remuneration paid, pursuant to art. 123-ter of Legislative Decree no. 58/1998
• An Incentive Plan pursuant to art. 114-bis of Legislative Decree no. 58/1998 called "Stock grant plan 2024- 2026" reserved to the employees of the Group
• The 2020 Financial Statements of Palio Ordinarie S.p.A., merged by incorporation into Philogen S.p.A.
• A free capital increase to enable the aforementioned "2024-2026 Stock Grant Plan".

Siena (Italy), May 31, 2021 - The Shareholders' Meeting of Philogen S.p.A. (the "Company" or "Philogen") met today in ordinary and extraordinary session.

In view of the health emergency related to the COVID-19 epidemic and the need to contain the contagion, the intervention at the Shareholders' Meeting by those entitled to attend, in accordance with the provisions of Article 106, paragraph 4, of Law Decree no. 18 of March 17, 2020 (converted by Law no. 27 of April 24, 2020), took place exclusively through the Representative Appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF").

The Meeting was attended by 74.103% of the Company's share capital, representing 83.398% of the voting rights.

ORDINARY SESSION

FINANCIAL STATEMENTS AT 31 DECEMBER 2020

The Shareholders' Meeting approved the financial statements for the year ended December 31, 2020, accompanied by the Board of Directors' Report on Operations, the Board of Statutory Auditors' Report, and the Independent Auditors' Report, as presented by the Board of Directors on April 27, 2021. The financial statements show a loss of EUR 13,285 thousand. The Shareholders' Meeting approved the full coverage of said loss through use of the reserve "Retained Earnings".

The Group's consolidated financial statements for the year ended December 31, 2020 were also presented at the meeting.

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID

The Shareholders' Meeting approved the Company's policy on the remuneration of the members of the Board of Directors, general managers and key management personnel, and of the members of the Board of Statutory Auditors, with reference to the financial year 2021, as set out in the first section of the Report on remuneration policy and remuneration paid, drawn up pursuant to art. 125-ter of the Consolidated Law on Finance and art. 84-ter of the implementing regulation of the Consolidated Law on Finance concerning issuers, adopted by Consob with Resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented.

The Shareholders' Meeting also resolved in favour of the second section of the aforementioned Report, containing, among other things, an account of the remuneration paid for any reason and in any form for the financial year ended 31 December 2020 in favour of the aforementioned persons.

INCENTIVE PLAN

The Shareholders' Meeting approved an Incentive Plan pursuant to art. 114-bis of the Consolidated Law on Finance, named "Stock Grant Plan 2024-2026", reserved for Group employees selected at the sole discretion of the Board of Directors after having consulted the Appointments and Remuneration Committee, among those who hold a key position, thus actively contributing to the development of the Group's business and the creation of value.

The Plan is designed to focus the attention of beneficiaries on strategic objectives for the Company and the Group, fostering their loyalty and at the same time ensuring the alignment of the interests of shareholders and beneficiaries, with a view to pursuing the sustainable success of the Company and the continuous increase in value over the medium to long term.

The purpose of the Plan, which is divided into three cycles, each with a three-year performance period (2021-2024, 2022- 2025, 2023-2026), is to grant beneficiaries a maximum of 877,286 units free of charge, which will entitle them, subject to the achievement of certain performance targets (both corporate and individual), to the free allocation of a maximum of 877,286 ordinary shares in total.

To enable the Plan, the following may be used at the discretion of the Board of Directors: (a) ordinary shares deriving from the free share capital increase approved by today's extraordinary shareholders' meeting, and/or (b) subject to authorisation by the shareholders' meeting pursuant to articles 2357 et seq. of the Italian Civil Code, treasury shares owned by the Company.

FINANCIAL STATEMENTS AT 31 DECEMBER 2020 OF PALIO ORDINARIE S.P.A.

The Shareholders' Meeting approved the financial statements for the year ended 31 December 2020 of Palio Ordinarie S.p.A., prepared in accordance with article 2435-ter of the Italian Civil Code (Financial Statements of Micro-enterprises).

Palio Ordinarie S.p.A. was a special purpose vehicle, with over 130 shareholders, the incorporation of which into Philogen, effective January 12, 2021, helped generate free float of 17% to assist with the Company's listing process.

The draft financial statements for the year ended December 31, 2020 of Palio Ordinarie S.p.A., which closed with a loss of EUR 489,991, was approved by its Board of Directors on January 7, 2021.

The loss in fiscal year 2020 of Palio Ordinary Company S.p.A. will be recognized by Philogen in fiscal year 2021.

EXTRAORDINARY SESSION

FREE SHARE CAPITAL INCREASE TO ENABLE THE INCENTIVE PLAN

The Extraordinary Shareholders' Meeting, to enable the "Stock Grant Plan 2024-2026", approved a share capital increase, free and severable, pursuant to art. 2349 of the Italian Civil Code, for a maximum amount of 123,794 euros, to be fully allocated to the share capital, corresponding to a maximum number of 877,286 shares, with no indication of nominal value, with regular entitlement and to be executed in several tranches in accordance with the terms and conditions of the Plan, by the deadline of 31 December 2026.

OTHER INFORMATION

The minutes of the Shareholders' Meeting will be made available to the public, within the term provided by law, at its registered office, on the company's website www.philogen.com (Governance section, Shareholders Meeting area), and on the authorised storage mechanism (). Shareholders are informed that the summary report on voting will also be made available on the company's website www.philogen.com (Governance section, Shareholders Meeting area) within the term provided by law, in compliance with art. 125-quater of the Consolidated Law on Finance.

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The Director responsible for drawing up the corporate accounting documents, Laura Baldi, hereby declares, pursuant to art. 154-bis, paragraph 2 of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.

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Philogen Group Description

Philogen is an Italian-Swiss company active in the biotechnology sector, specialized in the research and development of pharmaceutical products for the treatment of highly lethal diseases. The Group mainly discovers and develops targeted anticancer drugs, exploiting high-affinity ligands for tumor markers (also called tumor antigens). These ligands - human monoclonal antibodies or small organic molecules - are identified using Antibody Phage Display Libraries and DNA-Encoded Chemical Libraries technologies.

The main therapeutic strategy of the Group for the treatment of these diseases is represented by the so-called tumor targeting. This approach is based on the use of ligands capable of selectively delivering very potent therapeutic active ingredients (such as, for example, pro-inflammatory cytokines) to the tumor mass, sparing healthy tissues. Over the years, Philogen has primarily developed monoclonal antibody-based ligands that are specific for antigens expressed in tumorassociated blood vessels but not expressed in blood vessels associated with healthy tissues. These antigens are usually more abundant and more stable than those expressed directly on the surface of tumor cells. This approach, so called vascular targeting, is used for most of the projects pursued by the Group.

The Group's objective is to generate, develop and market innovative products for the treatment of diseases for which medical science has not yet identified satisfactory therapies. This is achieved by leveraging (i) proprietary technologies for the isolation of ligands that react with antigens present in certain diseases, (ii) expertise in the development of products targeted at the tissues affected by the disease, (iii) experience in drug manufacturing and development, and (iv) the extensive portfolio of patents and intellectual property rights.

Although the Group's drugs are primarily oncology applications, the targeting approach is also potentially applicable to other diseases, such as certain chronic inflammatory diseases.

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FOR MORE INFORMATION:

Philogen - Investor Relations

IR@philogen.com - Emanuele Puca | Investor Relator