Dutch Corporate Governance Code

As a European public company (Societas Europaea) incorporated under the laws of the Netherlands, we are subject to the DCGC. A copy of the DCGC can be found at www.mccg.nl. The DCGC is based on the notion that a company is a long-term alliance between the various stakeholders of the company. Stakeholders are groups and individuals who, directly or indirectly, influence – or are influenced by – the attainment of our objectives: employees, shareholders and other capital providers, suppliers, patients, healthcare community, academic partners and other stakeholders.

The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to state the extent to which they comply with the principles and best practice provisions of the DCGC in their annual report and, where they do not comply with them, why and to what extent they deviate from them.

We acknowledge the importance of good corporate governance and we fully endorse the underlying principles of the DCGC, which is reflected in a policy that complies with the best practice provisions as stated in the DCGC (the Board By-Laws). However, we deviate from the best practice provisions in the areas set out below, for the reasons explained in this section.

• Pursuant to best practice provision 2.3.2 of the DCGC, if the Board of Directors comprises more than 4 Non-Executive Directors, it should appoint a nomination committee, an audit committee and a remuneration committee. However, the Board of Directors has combined the tasks and duties of the nomination committee and the remuneration committee into one committee, being the Remuneration and Nomination Committee for efficiency purposes.
• Pursuant to best practice provisions 3.1.2 under vi of the DCGC, shares should be held by directors for at least five years after they are awarded. Whereas we do have minimum holding requirements requiring our directors and executive management to hold minimum levels of ownership in the company during their time in function, we do not have a generic restriction on selling shares within five years after they are granted. We regularly benchmark our equity incentive practices, and in 2025 even more closely so in connection with our efforts to update our remuneration policy, and note that an all-out selling restriction of five years post grant is significantly more restrictive than restrictions applied by a large majority of our peer group. We believe we have several measures in place to effectively ensure long-term alignment of interests and we do not expect to implement a general five-year holding requirement for all equity in the foreseeable future. With the approval of our remuneration policy during the extraordinary general meeting on November 18, 2025, (the 2025 Extraordinary General Meeting), we have introduced cliff vesting periods of three years for stock options and performance share units (PSUs) for statutory executive directors (Executive Directors) and the requirement that restricted shares granted to Non-Executive Directors must be held for four years (except to the extent necessary to cover immediate tax obligations resulting from the immediate vesting). In addition, we also increased the minimum holding requirements to 6x base salary for Executive Directors and 5x annual board membership retainer fees for Non-Executive Directors.
• Pursuant to best practice provision 3.2.3 of the DCGC, the severance payment in the event of dismissal should not exceed one year’s base compensation. The management agreement with our current chief executive officer and sole Executive Director (CEO) contains a legacy provision, setting the contractual notice period for termination and severance arrangements at 18 months, which we will continue to respect during the duration of his management agreement, which will be dissolved as of the date of the 2026 General Meeting. For any other Executive Director(s) (including Karen Massey who will be nominated for appointment as Executive Director at our upcoming 2026 General Meeting), severance arrangements will not exceed 12 months unless required by local laws.
• Pursuant to best practice provision 3.3.2. of the DCGC, Non-Executive Directors should not be granted any shares or rights to shares as remuneration. When attracting qualified Non-Executive Directors, we directly compete with other companies who like us, are listed on a major U.S. stock exchange and face the corresponding stringent regulatory and legal environments. In order to be competitive, it is essential to be able to attract Non-Executive Directors who can navigate these complex requirements along with the accompanying responsibility and liability risks. We annually benchmark and review Non-Executive Director total remuneration against our peer group, which is selected based on objective criteria that we disclose annually in the remuneration report.

We realize that granting equity to Non-Executive Directors is viewed differently in the Dutch context and is a deviation from this best practice provision. However, considering our peer group, the international context in which we operate and compete with for talent, and the fact that the corporate governance code principles in our country of primary listing (Belgium) actually require paying part of the non-executive fees in the form of equity, granting equity in the form of restricted shares is a well-considered deviation from the DCGC. The immediate vest at grant of the restricted shares, combined with a holding period of four years (except to the extent necessary to cover immediate tax obligations resulting from the immediate vest) ensures alignment of interest between our Non-Executive Directors and our shareholders. We do not expect to change this practice in the foreseeable future.