📜 What This Document Is 📄

This document is a Preliminary Proxy Statement (PRE 14A). Think of it as the comprehensive instruction manual for the company's upcoming annual shareholder meeting. It's not an earnings report; instead, it outlines what the company is asking you, the shareholder, to vote on and the rules for doing so.

👉 Why it matters: Your vote on these matters determines the company's governance, which includes choosing external auditors, approving executive pay, and giving the Board of Directors authority to issue stock in the future.

🏢 What NewAmsterdam Pharma Does 🔬

NewAmsterdam Pharma Company N.V. is a pharmaceutical company. While the proxy statement doesn't detail its products or business model, it signals that the company is operational and undergoing corporate governance cycles, which is normal for a growing life sciences firm.

👉 In simple terms: The company is asking shareholders to approve key administrative and structural items necessary for it to operate legally and successfully into the next fiscal year.

📅 Annual General Meeting Logistics 🗓️

The meeting itself is a formal, legally required gathering where shareholders exercise their right to vote on the company's policies. The detailed logistics ensure that every shareholder knows exactly when and how they must participate.

• What: The 2026 annual general meeting of shareholders.
• When: June 2, 2026, at 5:00 p.m. Central European Summer Time (CEST).
• Where: NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands.
• The Record Date: May 5, 2026, is the "Record Date." This is the official cut-off point used by the company to determine who is entitled to vote.

🗳️ How to Vote and Rules of Participation 📋

Voting at this meeting involves strict deadlines and procedures, especially if your shares are held by a bank or broker (a "Beneficial Owner"). It is crucial to understand that voting by proxy is preferred.

• Who can vote: Only shareholders of record as of the Record Date (May 5, 2026).
• The Cut-off Time: To ensure your vote counts, you must submit your instructions (either via proxy card, phone, or internet) no later than 11:59 p.m. Eastern Time on May 31, 2026.
• Quorum Requirement: A minimum of one-third of the Company’s issued and outstanding Ordinary Shares must be represented to constitute a quorum (the minimum number of votes required for the meeting to be legally able to conduct business).
• Proxy Voting: You can vote by attending in person, or you can submit a proxy via mail, phone, or the internet at www.proxyvote.com.
• ⚠️ Important Rule: If you do not vote or submit a proxy, your shares will not count for quorum purposes (though abstentions will count).

💼 Proposal 1: Adopting 2025 Accounts 💰

This proposal is the adoption of the company’s historical financial records. Before the company can plan for the future, the shareholder body must formally approve the books from the previous year.

• What it is: Shareholders must vote to adopt the Dutch statutory annual accounts for the fiscal year ended December 31, 2025. These accounts are compiled according to International Financial Reporting Standards as adopted by the European Union.
• The Vote: Requires a simple majority of valid votes cast.
• Recommendation: The Board of Directors unanimously recommends voting FOR.

🛡️ Proposal 2: Director Discharge of Liability 😇

This is a standard governance item that protects the directors and officers. Shareholders are asked to formally clear the board members of responsibility for their actions during the past year.

• What it is: Shareholders vote to "discharge from liability" all members of the Board of Directors for their performance duties during the fiscal year ended December 31, 2025.
• The Vote: Requires a simple majority of valid votes cast.
• Recommendation: The Board of Directors unanimously recommends voting FOR.

🔍 Proposals 3 & 4: External Auditors (Deloitte) 💼

These two proposals deal with oversight and accountability. The company must formally approve who will be responsible for auditing their books for the next year.

• Proposal 3 (Instruction): Shareholders are asked to instruct Deloitte Accountants B.V. as the external auditor for the Dutch statutory accounts and report for the fiscal year ending December 31, 2026.
• Proposal 4 (Ratification): Shareholders ratify the selection of Deloitte Accountants B.V. as the independent registered public accounting firm for the same period.
• Fee Structure: The total fees paid to Deloitte for the years ended December 31, 2025, and 2024, were $1,071 thousand and $1,433 thousand, respectively.
• Recommendation: The Board of Directors unanimously recommends voting FOR both proposals.

🤝 Proposal 5: Director Reappointment 🧑‍⚖️

The board members need to be formally re-elected for the company to maintain stable leadership.

• The Nominees: The Board recommends the reappointment of John W. Smither (Non-Executive Director, serving until 2030) and Janneke van der Kamp (Non-Executive Director, serving until 2030).
• The Vote: Reappointment requires a quorum, but it is a "binding nomination" requiring a supermajority: the proposal is only defeated if two-thirds of the votes cast (representing more than half of the issued capital) are cast AGAINST.
• Recommendation: The Board of Directors unanimously recommends voting FOR the reappointment of both directors.

📈 Proposals 6 & 7: Corporate Authority Extensions 🚀

These are critical operational proposals that allow the Board of Directors to raise capital or issue stock without needing to pass a new resolution every single time.

• Proposal 6 (Issuance of Shares): Extends the Board’s authorization to issue ordinary shares or rights to subscribe for shares. The Board recommends extending this authorization for a period ending five years after the AGM.
• Proposal 7 (Pre-emption Rights): Extends the Board’s authorization to limit or exclude "pre-emption rights." (Simply put, this allows the company to issue shares without having to dilute existing shareholders' rights to the stock). This proposal requires a simple majority, but needs a two-thirds majority if less than half of the share capital is represented at the meeting.
• Recommendation: The Board of Directors unanimously recommends voting FOR both extensions.

💵 Proposal 8: Employee Stock Purchase Plan (ESPP) 🛍️

This plan is a core incentive tool, allowing employees to buy company stock at a discount, encouraging them to have a vested interest in the company's growth.

• What it is: Approving the NewAmsterdam Pharma Company N.V. 2026 Employee Stock Purchase Plan (ESPP). This plan allows eligible employees to use payroll deductions to buy Ordinary Shares at a discount to the market price.
• The Details: The plan reserves up to 1,150,000 Ordinary Shares for issuance. Employees must enroll to participate.
• Tax Note: The proxy details the complex U.S. federal tax implications, which depend on how quickly and under what conditions the employee sells the shares.
• Recommendation: The Board of Directors unanimously recommends voting FOR the approval of the ESPP.

🗣️ Proposal 9: Advisory Vote on NEO Compensation 💰

This is a non-binding "Say on Pay" vote, giving shareholders a public opportunity to weigh in on how much their top executives are paid.

• What it is: A non-binding, advisory vote to approve the 2025 compensation of Named Executive Officers (NEOs).
• The Vote: Requires a simple majority.
• ⚠️ Key Point: This vote is advisory and not binding. While the Board and Compensation Committee value the results, they are not legally required to change their compensation based on your vote.
• Recommendation: The Board of Directors unanimously recommends voting FOR, on a non-binding, advisory basis, the approval of the 2025 compensation.

💡 Key Resources & Contacts 📧

It is always important to know where to find extra information or who to contact if you have questions.

• Full Documents: The Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the explanatory notes are available at www.proxyvote.com or the Company's office address.
• Financial Filing: The Dutch statutory board report and annual accounts for 2025 will be available no later than May 18, 2026, on the Company’s website: https://www.newamsterdampharma.com/.
• Proxy Questions: For general questions, contact the Company via:
  • Email: [email protected]
  • Mailing Address: NewAmsterdam Pharma Company N.V., c/o Chief Accounting Officer, Gooimeer 2-35, 1411 DC Naarden The Netherlands.
• Voting Hotline: Instructions can be obtained by calling 1-800-690-6903.

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🧠 The Analogy 🏗️

Voting at an Annual General Meeting is like deciding the rules for a club's next year of operation. The directors aren't just reporting profits; they are asking you, the member, to approve the club's bylaws—things like how many snacks they are allowed to buy (shares), who is in charge of counting the money (auditors), and if the current treasurer should keep their job (directors). Every vote is a chance to approve the foundation and guidelines for the next year.

🧩 Final Takeaway 🎯

This proxy statement details the corporate governance motions required for NewAmsterdam Pharma to conduct business for the next year. Shareholders must vote on standard approvals (like auditors and director terms) and key structural items (like share issuance and employee incentives) by the May 31, 2026 cut-off date.