Farmaceutica REMEDIA S A : DECISION (project) – OGMS 25/26.04.2024

DECISION NO. 89 of April 25th/26th 2024 of the Ordinary General Meeting of Shareholders

Farmaceutica REMEDIA S.A. J20/700/1991, CUI RO 2115198

(P R O J E C T)

Adopted today, 25/26.04.2024 at the secondary headquarters of the company from BUCHAREST, B-dul Metalurgiei no. 78, sector 4.

Following the debate of the items on the agenda, the Ordinary General Meeting of Shareholders decides, with the vote of the shareholders present and represented holding a number of .............. voting shares, representing .............. % of the total number of voting shares in the share capital of Farmaceutica REMEDIA SA (total voting shares …… representing ……% of the share capital of Farmaceutica REMEDIA S.A.), the following:

Art. 1. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Election, based on Article 129 of Law 31/1990 on companies, republished, of the secretariat of the Ordinary General Meeting of Shareholders, consisting of secretary - ……………… ., shareholder of the company.

Art. 2. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the audited, consolidated and unconsolidated financial statements for 2023, based on the reports submitted by the President of the Board of Administrators and by the financial auditor, having the following representative data:

Art.3. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the discharge from administration of administrators for the financial year 2023.

Art. 4. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval

ofthebudgetofincomeandexpendituresfor

2024,

unconsolidated and consolidated, having the following representative data:

Art.5. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the activity and investment program for 2024 having the proposed investment value of LEI ………………………… . for Farmaceutica REMEDIA SA and for Farmaceutica REMEDIA Distribution & Logistics S.R.L.

Art.6. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the Board of Administrators proposal of destination distribution of the net profit achieved in fiscal year 2023, as follows:

Art.7. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

• a) Setting the gross dividend per share at LEI 0,05;

• b) Approval of the date of 30.09.2024 as the payment date - in compliance with the provisions of Art. 87 (2) of Law No. 24/2017 and Art. 178 (2) from the F.S.A. Regulation No. 5/2018; c) Approval of the deadline for keeping available to shareholders the dividends 3 (three) years from the payment date; d) Empowerment of the Board of Administrators to choose the payment agent and to establish the dividends distribution procedure, in compliance with the legal provisions in force.

e) Approval for bearing the costs of dividends distribution by Farmaceutica REMEDIA S.A.

Art.8. With a total of ………………… votes expressed, representing …… % of the share capital, the AGM, by secret ballot, the AGM elect the Board of Administrators of Farmaceutica REMEDIA S.A. consisting of 3 (three) administrators with a mandate of 1 (one) year respectively from 01.05.2024 to 30.04.2025, with the following compositions:

• 1. President of the Board of Administrators, ....................................... ;

• 2. Member of the Board of Administrators, ....................................... ;

• 3. Member of the Board of Administrators, ....................................... ;

Art.9. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

•  Approval of The Remuneration Report for 2023 of the management of the society Farmaceutica REMEDIA S.A.;

•  The remuneration for the members of the Board of Administrators, the General Director, Administrators, as well as for the Directors with mandate contract, and the maximum limit for the additional remunerations and other benefits that can be granted out of the unconsolidated net profit, all these for the period 01.05.2024 - 30.04.2025, as follows:

  - the remuneration of the Board of Administrators, General Director, Administrators and the Directors with mandate contract is limited to maximum RON 200.000 net per month;

  - the annual bonus for the members of the Board of Administrators, General Director, Administrators and the Directors with mandate contract, based on the Board of Administrators approval, is limited to maximum 15 % of the net profit, according to the mandate contracts, after the approval of the annual financial reports (all taxes included).

•  Mandating the Board of Administrators to establish, based on the performances realised, the distribution of benefits for the members of the Board of Administrators, the General Director, as well as for the Directors with mandate contract.

Art.10. With a total of ………………… votes expressed, representing …… % of the share capital, the AGM, by secret ballot, elect the external financial auditor …………… ., for the period ……………… ...

Art.11. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of empowering the Board of Administrators to explore and identify opportunities and negotiate with eligible entities, natural or legal persons, in the following directions:

• a) acquisition of shares and/or equity issued by third parties;

• b) entering into partnerships for the development of new business directions, including through the establishment of new legal entities in which Farmaceutica REMEDIA S.A. is a partner; c) identification of investors for the acquisition of goodwill related to all or parts of the total number of the company's working points (pharmacies) and negotiation of contractual terms and conditions with the identified investors.

d) finding opportunities for the consolidation of the distribution and logistics activities of Farmaceutica REMEDIA Distribution & Logistics S.R.L.;

e) hiring specialized evaluators to carry out the operations referred to in items a), b), c), d).

f) empowering the Board of Administrators to approve projects and substantiated proposals for the above directions to be submitted to the A.G.E.A. for approval.

Art.12. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 12.09.2024 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

Art.13. With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 11.09.2024 as ex-date, in compliance with the provisions of Art. 176 (1) from the FSA Regulation No. 5/2018 and Art. 2 (2) letter l from the FSA Regulation No. 5/2018.

Art.14 With a total of ………………… votes expressed, representing …… % of the share capital, of which …………… votes FOR, ………… . votes AGAINST and …………… . ABSTENTIONS, all votes being valid, the AGM decides:

Empowerment of Mr Valentin-Norbert TARUS representing "TARUS" - Valentin Norbert TARUS e.U., as President of the Board of Administrators, for signing all the documents issued following the Ordinary General Meeting of Shareholders.

The President of the Ordinary General Meeting of the Shareholders

The Secretary of the Ordinary General Meeting of the Shareholders

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Farmaceutica REMEDIA SA published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 21:38:12 UTC.