CONVENING NOTICE This is the convening notice for the annual general meeting of shareholders of NewAmsterdam Pharma Company N.V. (the Company ) to be held on

This is the convening

notice for the annual general meeting of shareholders of NewAmsterdam Pharma Company N.V. (the Company ) to be held on June 20, 2023 at 4:00 p.m. CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR

Amsterdam, the Netherlands (the AGM ).

The agenda for the AGM is as follows:

No business shall be voted on at the AGM, except such items as included in the above-mentioned agenda. The agenda with the explanatory notes thereto, the

annual report and annual accounts for the financial year 2022, and the other meeting information are available as of the date hereof for inspection and can be obtained free of charge at the office address of the Company and from the Company s

website (https://ir.newamsterdampharma.com).

The record date for the AGM is May 23, 2023 (the Record Date ). Those who are

shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company s capital, on the Record Date and who are recorded as such in the Company s shareholders register or in the

register maintained by the Company s U.S. transfer agent (the Registers ) may attend and, if relevant, vote at the AGM ( Persons with Meeting Rights ), irrespective of changes to their shareholdings or rights

after the Record Date.

Those who beneficially own shares in the Company s capital in an account at a bank, a financial institution, an account

holder or other financial intermediary (the Beneficial Owners ) on the Record Date, must also have their financial intermediary or their agent with whom the underlying shares are on deposit issue a proxy to them which confirms they

are authorized to take part in and vote at the AGM.

The procedures outlined above do not apply with respect to proxy cards solicited through

Broadridge Financial Solutions, Inc. ( Broadridge ). Persons with Meeting Rights and Beneficial Owners using such a proxy card should follow the instructions and observe the deadlines specified on the proxy card they receive.

Persons with Meeting Rights and Beneficial Owners who wish to attend the AGM, in person or represented by proxy, must notify the Company in writing of their

identity and intention to attend the AGM (an Attendance Notice ) no later than 5:59 a.m. CEST on the day prior to the AGM (the Cut-off Time ). Beneficial Owners must enclose

with their Attendance Notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company s capital, such as a recent account statement, and (ii) a signed proxy authorizing them to act from the relevant

shareholder who is registered in either of the Registers as the holder of those underlying shares on the Record Date.

Persons with Meeting Rights and

Beneficial Owners who have duly provided an Attendance Notice to the Company may have themselves represented at the AGM through the use of a written or electronically recorded proxy. Proxyholders must submit a signed proxy to the Company no later

than the Cut-off Time and present a copy of their proxy upon entry to the AGM. A proxy form can be downloaded from the Company s website (https://ir.newamsterdampharma.com). Beneficial Owners may

have their shares voted by following the procedures specified on the voting instruction form they receive from Broadridge. Shortly before the AGM, Broadridge will tabulate the votes they have received and submit one or more proxy cards to the

Company reflecting the aggregate votes of the Beneficial Owners. Persons with Meeting Rights and Beneficial Owners may also give voting instructions as described below under the title Broadridge Voting Instructions.

Any Attendance Notice, proof of beneficial ownership or signed proxy to be sent to the Company as part of the procedures described above must be provided via

regular mail or e-mail to:

NewAmsterdam Pharma Company N.V.

c/o Chief Accounting Officer

Any Attendance Notice, proof of beneficial ownership or signed proxy received after the Cut-off Time may be ignored. Persons with Meeting Rights, Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the AGM.

Broadridge Voting Instructions

The Company has engaged

Broadridge to assist in soliciting voting proxies in connection with the AGM. Broadridge will mail this notice and a voting proxy card to all Persons with Meeting Rights. Persons with Meetings Rights who choose to give voting instructions through

Broadridge may do so on the internet, by telephone or by returning the proxy card as explained in more detail below.

Beneficial Owners will not be mailed

a voting proxy card by Broadridge, but should instead receive a notice containing voting instructions from their bank, a financial institution, an account holder or other financial intermediary. Beneficial Owners should follow the instructions from

the bank, financial institution, account holder or other financial intermediary, or contact such organization to request a proxy card.

Persons with Meeting Rights may provide voting instructions through the internet before the AGM. Go to www.proxyvote.com to complete an

electronic proxy card. You will be asked to provide the 16-digit control number from the proxy card. Your voting instruction must be received by the Cut-off Time to be

Persons with Meetings

Rights may provide voting instructions over the telephone from a location in the United States by dialing toll-free

1-800-690-6903, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number from the proxy card. Your voting instruction must be received by the Cut-off Time to be counted.

Persons with Meetings Rights may provide

voting instructions using a proxy card by simply completing, signing and dating the proxy card mailed to you and returning it promptly in the envelope provided. If you return your signed proxy card to us before the AGM, we will vote your shares as

you direct. Your vote must be received by the Cut-off Time to be counted.

EXPLANATORY NOTES TO THE AGENDA

The Company s statutory board report over the fiscal year 2022 has been

made available on the Company s website (https://ir.newamsterdampharma.com) and at the Company s office address.

The Company s annual accounts over the fiscal year 2022 have been made

available on the Company s website (https://ir.newamsterdampharma.com) and at the Company s office address. It is proposed that these annual accounts be adopted.

It is proposed that the

Company s directors be released from liability for the exercise of their duties during the fiscal year 2022. The scope of this release from liability extends to the exercise of their respective duties insofar as these are reflected in the

Company s statutory board report or annual accounts over the fiscal year 2022 or in other public disclosures.

Under Dutch law, the General Meeting is, in principle, the

corporate body authorized to annually appoint the external independent auditor for the audit of the Company s annual accounts. It is now proposed to appoint Deloitte Accountants B.V. as the external independent auditor for the audit of the

Company s annual accounts for the fiscal year 2023.

The Company has never paid or declared any cash dividends on its shares, and the Company does not anticipate paying

any cash dividends on its shares in the foreseeable future. The Company intends to retain available funds and future earnings to fund the development and expansion of its business.

Under Dutch law, the Company may only pay dividends to the extent its shareholders equity (eigen vermogen) exceeds the sum of the

Company s paid-up and called-up share capital plus the reserves required to be maintained by Dutch law or by the Company s articles of association (if any).

Subject to such restrictions, any future determination to pay dividends will be at the discretion of the Company s board of directors (the Board ) and will depend upon a number of factors, including the Company s results

of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Board deem relevant. If and when the Company does intend to distribute a dividend, such dividend may be

distributed in the form of cash only or shares only, through a combination of the foregoing (cash and shares) or through a choice dividend (cash or shares), in each case subject to applicable law.

At the recommendation of the Company s nominating and corporate

governance committee (the Nominating and Corporate Governance Committee ), the Board has made a binding nomination to appoint John William Smither as non-executive director of the

Company for a period of three years, ending at the end of the annual general meeting of shareholders of the Company to be held in the year 2026.

John Smither was appointed by the Board as temporary non-executive director in January 2023 in

fulfilment of a vacant position within the Board. Mr. Smither previously served as the Chief Financial Officer of Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) from May 2019 until March 2021 and the Chief Financial Officer of Sienna

Biopharmaceuticals, Inc. (Nasdaq: SNNA) from April 2018 until March 2019. Mr. Smither also served as the interim Chief Financial Officer at Kite Pharma (a Gilead Sciences, Inc. company) from October 2017 until April 2018 during its integration

with Gilead. Mr. Smither currently serves on the board of directors and audit committee chair of eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) and Applied Molecular Transport, Inc. (Nasdaq: AMTI). Mr. Smither also serves as a member of the

nomination and corporate governance committee and the compensation committee of eFFECTOR Therapeutics and Applied Molecular Transport, respectively. Mr. Smither previously served on the board of directors of Achaogen, Inc. and Principia

Biopharma Inc. Mr. Smither also has 15 years experience as a practicing CPA (inactive), including time spent as an audit partner with Ernst & Young LLP.

Mr. Smither does not hold any shares in the capital of the Company.

The Board has considered the diversity objectives of the Company, such as nationality, age, gender, education and work background, in the

preparation of this proposal. Mr. Smither is being nominated for appointment in view of his experience as the Chief Financial Officer for a number of public companies and his experience serving on the boards of directors and audit

committees of other public life science companies. The Board believes that Mr. Smither would, if appointed, be a valuable addition to the composition of the Board and an asset to the Company s organization.

At the recommendation of the Nominating and Corporate Governance

Committee, the Board has made a binding nomination to appoint Hilde Johanna van der Kamp as non-executive director of the Company for a period of three years, ending at the end of the annual general meeting of

shareholders of the Company to be held in the year 2026.

John Smither was appointed by the Board as temporary

non-executive director as of April 1, 2023 in fulfilment of a vacant position within the Board. Ms. van der Kamp currently serves as the Chief Commercial Officer of Gr nenthal and previously

spent two decades in roles of increasing responsibility at Novartis, ultimately serving on the Pharma Executive Committee as Global Head of Product & Portfolio Strategy and then Head of Pharma Region Europe from January 2017 until January

2022. While at Novartis, Ms. van der Kamp supported the launch of Novartis key cardiovascular disease medicines, as well as the company s efforts in immunology, dermatology, neuroscience, ophthalmology, and respiratory disease.

Ms. van der Kamp received her M.S. in chemistry from Utrecht University and M.B.A. from INSEAD.

Ms. Van der Kamp does not

hold any shares in the capital of the Company.

The Board has considered the diversity objectives of the Company, such as nationality, age,

gender, education and work background, in the preparation of this proposal. Ms. Van der Kamp is being nominated for appointment in view of her operational experience in the pharmaceutical industry and business development experience. The

Board believes that Ms. Van der Kamp would, if appointed, be a valuable addition to the composition of the Board and an asset to the Company s organization.

At the recommendation of the Nominating and Corporate

Governance Committee, the Board has made a binding nomination to reappoint Johannes Jacob Pieter Kastelein as non-executive director of the Company for a period of four years, ending at the end of the annual

general meeting of shareholders of the Company to be held in the year 2027.

John Kastelein, M.D., Ph. D. FESC, was appointed as our Chief

Scientific Officer and non-executive director in November 2022. Dr. Kastelein co-founded NewAmsterdam Pharma in 2020 served as its Chief Scientific Officer and an

executive director from January 1, 2020 to November 2022. Dr. Kastelein has also served as the chief executive officer of Vascular Research Network Inc. since January 2013 and as the Chief Medical Officer of Staten Biotechnology B.V. since

January 2018. Dr. Kastelein also serves as emeritus professor of medicine and was the chair of the department of vascular medicine at the Academic Medical Center of the University of Amsterdam. He serves on the advisory board of the Dutch

Atherosclerosis Society. In 2011 he received the ZonMw Pearl for his research in the field of gene therapy. Dr. Kastelein also serves on the board of directors of North Sea Therapeutics Inc., Vascular Research Network Inc. and Oxitope Pharma

Inc. Dr. Kastelein also serves as an advisor to a number of biotech and pharmaceutical companies. Dr. Kastelein was awarded a doctorate in medicine (with honors) from the University of Amsterdam, trained in internal medicine at the

Academic Medical Center of the University of Amsterdam, and trained in lipidology and molecular biology at the University of British Columbia in Vancouver. Dr. Kastelein published his first clinical research on CETP-inhibition in the New