Laboratorio Reig Jofre : 2016 07 25 - Program of Shares Buyback (PDF)

8ceebfaf-f77e-4446-8fe4-4365a7942c55.pdf

CNMV

Edison, 4

28006 Madrid (Spain)

Barcelona, 25 July 2016

RELEVANT FACT

In accordance with the Article 228 of Royal Legislative Decree 4/2015, dated October 23, which enacts the consolidated text of the Securities Market Act, LABORATORIO REIG JOFRE SA ("Reig Jofre" or "the Company") informs that, following the approval by the General Shareholders' Meeting held on 23 June 2016 of a long-term loyalty plan for directors and managers of the Company, the board of directors of Reig Jofre approved on 21 July a Temporary Program of Shares Buyback (the "Program"), under the new Regulation EU 596/2015, to address the hedging of the first tranche of the loyalty plan.

The Program will be subject to the provisions of the Delegate Regulation (EU) 2016/1052 of the Commission, dated 8 March 2016 (the "Regulations") and will have the following characteristics:

• Purpose: Acquisition of shares to meet the obligations of loyalty plan for directors and managers of Reig Jofre.

• Maximum number of shares to be acquired by the Program: 80,000 (first tranche of the loyalty plan)

• Maximum amount of money allocated: Shares in this first tranche will be purchased at market price, with a limit of 4 euros per share, so that the maximum amount of money allocated will be 320,000 euros.

• Duration of the Program: until 31 December 2016, or once all the shares of this Program are acquired. This period may be extended in case the Company has not acquired all the shares on that date.

Reig Jofre will communicate all transactions executed in relation to the Program, as provided in the Regulation, and will report its completion and, if applicable, the resolutions of the Company's board of directors to hedge the second and the third tranches of the loyalty plan, for a maximum of 80,000 shares each.

Solventis AV, SA will be the lead manager of the Program, which will take effect on 26 July 2016. From this date, in order to continue providing liquidity to Reig Jofre shares, the Program will run parallel to liquidity contract, the latter reported by Relevant Fact dated 4 January 2016, with registration number 233649.

In order to fulfill the obligations under rule fith.2.c) of the Circular 3/2007, Solventis AV, SA will carry out the transaction under the Program and the liquidity contract complying at all times and globally for both activities, with the limits set in the rule third.3 of that Circular. Similarly, the intermediary shall ensure that transactions for the Program are not carried out simultaneously to those within the liquidity contract, so that the transactions for the Program do not act as a counterpart of the liquidity contract or vice versa.

Attached in Annex I is the literal transcription of the third point of the proposed resolutions on items on the agenda of the ordinary and extraordinary general shareholders' meeting of Laboratorio Reig Jofre SA regarding the long-term loyalty plan for directors and manager of the Company, approved on 23 June 2016.

Yours faithfully,

Adolf Rousaud

Secretary of the Board of Directors

Annex I

Literal transcription of the third point of the proposed resolutions on items on the agenda of the Ordinary and Extraordinary General Shareholders' Meeting of Laboratorio Reig Jofre SA, approved on 23 June 2016

"THIRD - Long-term loyalty plan for Directors and Executive Managers of the Company, with the authorization and delegation of powers to the Board of Directors in relation to this matter.

To approve the terms that will govern a long-term loyalty plan for certain of the Company's management staff and directors, consisting of an options program relative to the Company's shares (hereinafter the "Plan"), in the terms indicated in the Board of Directors Explanatory Report on this item of the Agenda, with the following main features:

• Amount: Up to a maximum of 240,000 options for all years and all the beneficiaries of the Plan, to be delivered with the value dates of January 1, 2017, 2018 and 2019, and which will carry to the right to acquire the same number of shares.

  During each of the years, up to a third of the established maximum number of shares may be delivered. Notwithstanding the above, and in the event that in certain years a lower number of shares than the previously-referred to limit are delivered (i.e., a lower number than that corresponding to one third of the maximum number of options), the Board of Directors shall be empowered to accumulate the options that are not delivered in the year prior with the options to be delivered in the corresponding year in question, or in the following where appropriate. In such cases, the limit of one third of the maximum number of options per year may be exceeded, but in no case may the total number of options delivered exceed the established limit of 240,000 options.

  Each year, the Board of Directors, at the proposal of the Appointments and Remuneration Committee, will decide the beneficiaries of the Plan and the number of options to be granted to each of them, up to the established maximum.

• Delivery of options: The delivery of the stock options by the Board of Directors will be effected within 12 months of the respective value dates.

• Delivery of options: The delivery of the stock options by the Board of Directors will be effected within 12 months of the respective value dates.

• Consolidation of options: The beneficiary will progressively and proportionally consolidate the rights to their options over the three years following the date of concession, at a rate of 1/3 during this period.

• Beneficiaries: The Company's directors and certain management staff may be beneficiaries of the Plan. The Company's directors will not form part of the Plan in 2017.

• Strike price: The strike price of each option will be the Company's average share price of the six months immediately preceding the Plan's respective value dates.

• Hedging: The Company may allocate the shares of which its treasury stock is composed to the hedging of the Plan, or may employ other appropriate financial instruments as determined by the Company. The delivery of the shares shall be effected either by the Company itself or by a third party in accordance with the hedging systems adopted by the Board of Directors, subsequent to compliance with any legal requirements that may be applicable under the hedging system adopted.

• Term: The Plan's validity will be extended from January 1, 2017 to (i) the moment in which the beneficiaries have exercised the options granted, or

(ii) during the period of ten years as of the effective date, whichever falls sooner.

To authorize the Board of Directors, with express powers of substitution in favour of the Appointments and Remuneration Committee, for the application, implementation and development of these agreements, including the establishment of anti-dilution rules that permit the adaptation of this options system in order to retain their value in the event of a change in the Company's share capital. The Board of Directors is also authorised, to the full extent permissible in law, to adopt the agreements necessary to comply with the obligations derived from this options system in the manner most appropriate for the interests of the Company."