Farmaceutica REMEDIA S A : Decision no. 88 of 06.03.2024 E.G.M.S.

DECISION NO. 88 of March 6th 2024

of the Extraordinary General Meeting of Shareholders

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

Deva, No. 2, N. Bălcescu Blvd, Hunedoara County

Adopted today, 06.03.2024 at the headquarters of the company from Bucharest, Metalurgiei Blvd, no. 78, 4th City District, postal code 041836.

The Extraordinary General Meeting of Shareholders was convened on the basis of the Decision of the Board of Administrators no. 428/31.01.2024. The notice of meeting was published in the Official Gazette of Romania part IV no. 552 from 02.02.2024.

Following the debate of the items on the agenda, the Extraordinary General Meeting of Shareholders decides, with the vote of the shareholders present and represented holding a number of 77.765.179 voting shares, representing 84,2378% of the total number of voting shares in the share capital of Farmaceutica REMEDIA SA (total voting shares 92.316.925 representing 96,6857% of the share capital of Farmaceutica REMEDIA S.A.), the following:

Art. 1. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Approval of the acquisition by the Company of its own shares, through a public purchase offer, in compliance with the applicable legal provisions and meeting the following main characteristics:

• Purpose of the program: the Company will repurchase shares for distribution free of charge to employees and members of the Company's management and affiliated legal entities under a Stock Option Plan, in compliance with applicable law, for the purpose of retaining them and as well as rewarding the performance and results obtained through the activity carried out;
• Maximum number of shares that may be repurchased: a maximum of 954.808 shares, representing 1% of the Company's share capital;
• Minimum price per share: 0,4 lei;
• Maximum price per share: 0,95 lei;
• Maximum pecuniary value: RON 907.067,60;
• Duration: maximum 18 months from the date of publication of the decision in the Official Gazette of Romania, Part IV;
• Payment for the acquired shares will be made from the sources provided for by law.

The acquisition of shares under the repurchase program will be carried out by means of a public offer on the basis of a Public Offer Document, approved by the Financial Supervisory Authority and carried out through an Intermediary.

Art. 2. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Approval of the empowerment of the Board of Administrators of the Company with the right of representation and/or substitution for the adoption of measures to carry out all the necessary steps and formalities for the purchase of its own shares through a public tender offer.

Art. 3. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Approval of the empowerment of the Board of Administrators of the Company with the right of representation and/or substitution to carry out the decision, within the legal and statutory limits, by going through all the steps and formalities for the implementation of the "Stock Option Plan" program, such as, but not limited to: identification of the allocation criteria, determination of the number of shares to be effectively distributed to each beneficiary, the period for exercising the rights, identification of the beneficiaries, preparation and publication of the information documents in accordance with the law.

Art. 4. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Approval of the date of 26.03.2024 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

Art. 5. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Approval of the date of 25.03.2024 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. 6. With a total of 77.765.179 votes expressed, representing 84,2378% of the share capital, of which 77.765.179 votes IN FAVOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the EGMS decides:

Empowerment of "TARUS" - Valentin-Norbert TARUS e.U., Chairman of the Board of Directors, represented by Mr. Valentin-Norbert TARUS, to sign the decision of the Extraordinary General Meeting of Shareholders and any other related documents.

The President of the Extraordinary General Meeting of the Shareholders Valentin-NorbertTARUS

Secretary of the Extraordinary General Meeting of Shareholders

Florin-Dan CADIA