European Healthcare Acquisition & Growth B : Halfjaarlijkse financiële verslaggeving

HALF-YEAR REPORT 2023

European Healthcare

Acquisition & Growth

Company B.V.

CONTENTS

Interim Board Report

Unaudited Interim Condensed Financial Statements

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INTERIM BOARD REPORT

This half-year report of European Healthcare Acquisition & Growth Company B.V. (the "Company") for the first six months of its financial year 2023 consists of the interim report of the board of directors of the Company (the "Board" and such report the "Interim Board Report"), including the responsibility statement, other mandatory statements by the Board, the unaudited interim condensed financial statements of the Company (the "Interim Financial Statements") and the accompanying notes (the "Half-YearReport").

1. ABOUT EUROPEAN HEALTHCARE ACQUISITION & GROWTH COMPANY B.V.

1.1. General

European Healthcare Acquisition & Growth Company B.V. was incorporated on 9 July 2021 in Amsterdam, the Netherlands, as a Dutch operators-led special purpose acquisition company incorporated under the laws of the Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its business address in Munich, Germany.

The Company's Class A Ordinary Shares (as defined below) were admitted to listing and trading on Euronext Amsterdam (the "Admission"), the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 18 November 2021 pursuant to a private placement (the "Private Placement") in which it raised €200 million in gross proceeds (the "Proceeds") in accordance with the terms and conditions set out in the Company's prospectus which was issued on 16 November 2021 (the "Prospectus"). Payment for the Class A Ordinary Shares and the Public Warrants (as defined below) ("Settlement") took place on 22 November 2021 (the "Settlement Date").

The Company has been established for the purpose of entering into a business combination with an operating business in the form of a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, one or more target companies or businesses with the purpose of creating a single business (a "Business Combination"). The Company intends to focus on companies or businesses with principal operations in Europe in the healthcare sector, with a special focus on the subsectors Biotechnology and Specialty Pharma, Pharma Services, Medical Technology and Medical Devices, Diagnostic and Lab Services, Bioinformatics as well as Life Science Tools (the "Specific Healthcare Sectors"). The Company intends to acquire the shares in one or more target companies and subsequently provide management services to the target(s) for remuneration.

Pursuant to the Prospectus, EHC has until 17 November 2023 to complete a business combination (the "Business Combination Deadline").

If the Company intends to complete a Business Combination, it will convene a general meeting and propose the Business Combination for consideration and approval by the Class A Ordinary Shareholders (as defined below) and the holders of Founder Shares (as defined below) (the "Business Combination EGM"). The resolution to effect a Business Combination will require the prior approval by a majority of at least (i) a simple majority of the votes cast or (ii) in the event that the Business Combination is structured as a merger, a two-thirds majority of the votes cast if less than half of the issued share capital is present or represented at the Business Combination EGM.

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Since the Private Placement, the Board has been focusing on finding the right target company for the Company. The Board has had early-stage as well as more advanced discussions with a number of potential target companies. As disclosed on 22 December 2022, the Company entered into a business combination agreement with Croma-Pharma GmbH ("Croma") and the Croma shareholders (the "Business Combination Agreement"). EHC decided to remove the voting items on the agenda of the general meeting of 27 June 2023 relating to the entering into and approval of the business combination with Croma. This decision was based on the results of the redemption period and secured private investments in public equity ("PIPE") proceeds as well as further discussions with potential investors, EHC's shareholders, Croma and the Croma shareholders. Such discussions did not result in sufficient PIPE proceeds or a further amendment of the minimum cash condition. Eventually, EHC, Croma and the Croma shareholders decided on 7 August 2023 to terminate the Business Combination Agreement and their discussions due to differing views on the valuation of Croma at that moment. At the date of this Half-Year Report, the Company has not yet selected a new target company that could be proposed to the Business Combination EGM.

On 20 September 2023 the Board announced that it intends to convene an extraordinary general meeting to request EHC's shareholders to extend the Business Combination Deadline. The Board furthermore announced that it will launch a redemption offer for the Class A Ordinary Shares and seek the approval of the holders of the Public Warrants (as defined below) to have the Public Warrants expire worthless immediately following the initial Business Combination Deadline, i.e. 17 November 2023. Upon expiry of the Public Warrants the Sponsors (as defined below) will forfeit their Sponsor Warrants (as defined below).

1.2. Company structure

1.2.1. Sponsors

The founders of the Company are BAUR I&C GmbH, RNRI GmbH, CCC Investment GmbH, SO I GmbH, PS Capital Management GmbH and Winners & Co. GmbH (the "Sponsors") which are affiliates of the Company's directors, Dr Cornelius Baur, Dr Thomas Rudolph, Dr Axel Herberg, Dr Stefan Oschmann, Mr Peer M. Schatz and Mr Stefan Winners, respectively.

1.2.2. Capital structure

The Sponsors hold 6,666,666 convertible class B shares in the share capital of the Company, at a nominal value of €0.01 per share (the "Founder Shares"). The Founder Shares represent 25% of the Company's voting rights (not taking into account any Treasury Shares (as defined below)).

The Company has completed its Private Placement for the issuance of 20,000,000 public units (the "Public Units" and each a "Public Unit") at a price per Public Unit of €10.00. Each Public Unit consists of: (i) one class A ordinary share in the share capital of the Company with a nominal value of €0.01 per share (the "Class A Ordinary Shares", and each a "Class A Ordinary Share", also referred to as the "Public Shares" or the "redeemable Ordinary Shares", and a holder of one or more Class A Ordinary Shares, a "Class A Ordinary Shareholder"); and (ii) one-third (1/3) of a redeemable class A warrant (each whole warrant a "Public Warrant" and together the "Public Warrants", also referred to as the "Market Warrants").

Class A Ordinary Shareholders may redeem all or a portion of their Class A Ordinary Shares upon the completion of the Business Combination, subject to complying with applicable law and satisfaction of certain conditions. The gross repurchase price of a Class A Ordinary Share in connection with a Business Combination is equal to its pro rata share of funds in the Escrow Account

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(as defined below) determined two trading days prior to the Business Combination EGM, which is anticipated to be €10.00 per Class A Ordinary Share.

At 30 June 2023, the issued share capital of the Company consisted of 170,000,000 Class A Ordinary Shares, of which the Company holds 150,0000,000 Class A Ordinary Shares (the "Treasury Shares"), representing approximately 96.23% of the aggregate issued share capital, and 6,666,666 Founder Shares, representing approximately 3.77% of the aggregate issued share capital.

1.3. The Board

The Company maintains a one-tier board consisting of executive and non-executive directors. The executive directors are responsible for the day-to-day management of the Company. The non- executive directors supervise and advise the executive directors. The Board as a whole is responsible for the strategy and the management of the Company. Since the Admission, the Board has comprised two executive directors (the "Executive Directors") and four non-executive directors (the "Non-ExecutiveDirectors", and together with the Executive Directors, the "Directors").

The Board is comprised of professionals with experience in management, venture capital, healthcare and capital markets. The Company intends to leverage the Directors' extensive operational capabilities, significant investment experience and global networks to both identify a pipeline of opportunities and drive value in the Business Combination.

Dr Cornelius Baur is the Chief Executive Officer of the Company ("CEO") and is also the Company's compliance officer. Dr Thomas Rudolph is the Chief Investment Officer of the Company ("CIO") and the company secretary. Mr Stefan Winners is a Non-Executive Director and the chairman of the Board ("Chairman"). Mr Peer M. Schatz, Dr Axel Herberg and Dr Stefan Oschmann are the other Non-Executive Directors.

More information about the Company, including the Prospectus, can be found on the Company's website, www.ehc-company.com,in the 'Investor Relations' section.

2. OVERVIEW

During the period from 1 January 2023 up to and including 30 June 2023 (the "Period"), the Company has been focusing on the preparation of the envisaged completion of the Business Combination with Croma and an amendment of the terms of the Business Combination, which process was terminated on 7 August 2023. The Company has until the Business Combination Deadline to complete a Business Combination, unless the time to consummate a Business Combination will be extended as announced in the Prospectus and the press release of 20 September 2023. During the Period no important events have happened in relation to the Company with a significant impact on the half-year figures that should be reported pursuant to the applicable legislation.

3. FINANCIAL HIGHLIGHTS AS AT 30 JUNE 2023

Escrow Account balance	€203.6 million
Bank Account balance:	€616 thousand
Shareholders' equity	- €2,161 thousand
Class A Ordinary Share price (Euronext)	€9.95

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