Newamsterdam Pharma Co NV

1. 1

   Adoption of Dutch Statutory Annual Accounts for the Fiscal Year Ended December 31, 2025

   ManagementBoard: FOR

   Shareholders are asked to adopt the Company’s Dutch statutory annual accounts for the fiscal year ended December 31, 2025, including company and consolidated accounts prepared under IFRS as adopted by the EU.

2. 2

   Discharge from Liability for the Company’s Directors with Respect to the Performance of Their Duties During the Fiscal Year Ended December 31, 2025

   ManagementBoard: FOR

   Vote to release each member of the Board of Directors from liability for the exercise of their duties during the 2025 fiscal year, insofar as reflected in the statutory annual report, accounts, or public disclosures.

3. 3

   Instruction to Deloitte Accountants B.V. as the External Auditor for the Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Shareholders are asked to instruct Deloitte Accountants B.V. to serve as external auditor of the Company’s Dutch statutory annual accounts and statutory board report for fiscal 2026, as nominated by the Board upon Audit Committee recommendation.

4. 4

   Ratification of the Selection of Deloitte Accountants B.V. as the Independent Registered Public Accounting Firm of the Company for Fiscal Year 2026

   ManagementBoard: FOR

   Non-binding ratification of the Audit Committee’s selection of Deloitte Accountants B.V. as the Company’s independent registered public accounting firm for fiscal 2026.

5. 5

   Reappointment of John W. Smither and Janneke van der Kamp as Non-Executive Directors

   ManagementBoard: FOR

   Binding nominations to reappoint John W. Smither and Janneke van der Kamp as non-executive directors, each to serve until the 2030 annual meeting; each appointment is a separate vote under Dutch law.

6. 6

   Extension of Authorization for the Board of Directors to Issue Ordinary Shares (or Rights to Subscribe

   ManagementBoard: FOR

   Extend for five years the Board’s existing authorization to issue ordinary shares or rights to subscribe for ordinary shares in the Company’s capital; current authorization expires November 21, 2027.

   More detail

   This management proposal requests shareholders to extend the Board’s authority to issue ordinary shares or subscription rights for an additional five years beyond the current authorization that expires in November 2027. Management seeks this authorization to preserve flexibility to finance operations, effect strategic transactions, and grant equity awards without needing to call special shareholder meetings; the authority is standard for publicly listed companies and was originally granted in connection with the company’s Nasdaq listing. The extension does not specify an increase in the authorized share capital but continues the Board’s capacity to utilize the company’s existing authorized capital up to the limits in the articles of association. From a governance perspective, extending issuance authority can dilute existing shareholders if exercised, and the Board’s track record, current cash position, and governance safeguards (such as pre-emption rights addressed in the next proposal) are relevant. The Board recommends voting FOR, arguing that flexibility to issue share capital is necessary for funding R&D, responding to market opportunities and implementing equity-based compensation; shareholders should weigh the potential dilution risk against the company’s need for capital in a pre-commercial biotech with active clinical programs.

7. 7

   Extension of Authorization for the Board of Directors to Limit or Exclude Pre-Emption Rights

   ManagementBoard: FOR

   Extend for five years the Board’s authorization to limit or exclude pre-emption rights in relation to share issuances the Board is authorized to resolve upon (linked to Proposal 6).

   More detail

   Proposal 7 asks shareholders to renew the Board’s authority to limit or exclude statutory pre-emption rights for a period of five years, a companion action to Proposal 6 which extends issuance powers. Management seeks this authority to permit the Board to place shares or subscription rights quickly and on terms attractive to investors or counterparties without being constrained by shareholders’ pre-emption rights under Dutch law, facilitating financing, strategic transactions, and capital raises, including potentially for equity awards or acquisitions. For shareholders, the main risk is increased dilution without pro rata participation; proponents argue that the ability to exclude pre-emption rights is necessary to allow flexibility and avoid delays in time-sensitive financings. The Board recommends a FOR vote, emphasizing the need for operational agility in capital markets, while shareholders should weigh the corporate financing benefits against dilution protections.

8. 8

   Approval of the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Shareholder approval of the Company’s 2026 ESPP, reserving up to 1,150,000 Ordinary Shares, permitting payroll deduction purchases generally at a discount, with Section 423 and Non-423 offerings for non-U.S. employees.

   More detail

   This management proposal seeks shareholder approval for an ESPP reserving 1,150,000 shares to facilitate employee ownership through payroll deductions and discounted purchase prices (85% of lesser of offering start or purchase date). The plan is structured to allow Section 423-qualified offerings in the U.S. for tax-favored treatment and Non-423 sub-plans for non-U.S. employees. Management and the Compensation Committee argue it will enhance employee alignment with shareholders, retention, and recruitment. From a governance and dilution standpoint, shareholders should note the share reserve size relative to outstanding shares and the $25,000 annual limit per participant; the Board recommends FOR, noting customary protections (e.g., purchase limits, plan administration by Board/Committee) while balancing dilution impact against employee incentive benefits.

9. 9

   Non-Binding, Advisory Vote to Approve the 2025 Compensation of Named Executive Officers

   ManagementBoard: FOR

   A non-binding advisory 'say-on-pay' vote to approve the 2025 compensation of the Company’s named executive officers, as described in the proxy statement and CD&A.

   More detail

   This advisory proposal requests shareholders to endorse the 2025 compensation of the named executive officers, reflecting a pay-for-performance philosophy and a mix of base salary, at-risk annual and long-term equity incentives. Management and the Compensation Committee support the approach, highlighting corporate milestones, executive retention and market benchmarking. As an advisory vote, it does not bind the Board but informs future compensation decisions; investors should assess the responsiveness of the Board to prior say-on-pay results and the transparency of compensation disclosures when deciding their vote.

Upcoming shareholder meetings at Newamsterdam Pharma Co NV’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Newamsterdam Pharma Co NV 2026 annual meeting?

Newamsterdam Pharma Co NV (NAMS) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Newamsterdam Pharma Co NV 2026 meeting?

The record date for the Newamsterdam Pharma Co NV 2026 meeting is Tuesday, May 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Newamsterdam Pharma Co NV's 2026 meeting?

The board is presenting 2 director nominees at the Newamsterdam Pharma Co NV 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Newamsterdam Pharma Co NV 2026 meeting?

Shareholders will vote on 9 proposals at the Newamsterdam Pharma Co NV 2026 meeting, each tagged with who proposed it and the board's recommendation.