SPECIAL DELEGATION - OGMS April 25th / 26th 2023

Requested by the Board of Administrators of Trading company Farmaceutica REMEDIA S.A.

Name of the Shareholder: _____________________________________________ Identification in the Shareholders' Register of Farmaceutica REMEDIA S.A.:

ID: (PIN or CIF - Fiscal Identification Number) _____________________________ ID2: (Personal ID or Trade Registry No.) ______________________

ADDRESS: __________________________________________________________ CITY: ______________________________

COUNTY: _______________________ COUNTRY: ______________________

Fiscal Identification No.: ____________________________ SHAREHOLDER OF: _____________________________________

Legally represented by _________________________, as _______________________ Identified with ID series_______, no. ____________ and PIN______________________

On the reference date, holder of a number of __________________ shares,

I hereby delegate Mr. / Mrs. ______________________________________________, PIN ___________________________________

Identified with ID series ________, no. _____________, domiciled in ________________ ____________________________________________________________________

As my representative in the Ordinary General Meeting of the Shareholders on April 25th 2024, 12.00 o'clock at the headquarters of the company in Bucharest, 78 Metalurgiei Blvd., district 4, postal code 041836, or on the date when the second meeting will take place on April 26th 2024, at the same place and time, to exercise the voting right corresponding to my holdings registered in the Shareholders' Register kept in the Central Depository on the reference date, as follows:

The agenda / Issues subjected to a vote in the Ordinary General Meeting of Shareholders

1. Election, based on Article 129 of Law 31/1990 on companies, republished, of the secretariat of the Ordinary General Meeting of Shareholders;

In favor __________ Opposed ____________ Abstained ___________

2. Presentation of the report of the Board of Administrators and of the independent financial auditor regarding the financial statements afferent to the financial year 2023. Approval of financial statements for 2023;

In favor __________ Opposed ____________ Abstained ___________

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

In favor __________ Opposed ____________ Abstained ___________

4. Approval of the budget of income and expenditures for 2024.

In favor __________ Opposed ____________ Abstained ___________

1

5. Approval of the activity and investment program for 2024.

In favor __________ Opposed ____________ Abstained ___________

6. Approval of the profit distribution for the financial year 2023. The Board of Administrators of the Company proposes and recommends the Ordinary General Meeting of Shareholders for the net profit realised in the financial year 2023 to be distributed to the following destinations:

The net profit afferent to the unconsolidated financial year = 4.374.862 Lei

DESTINATION

AMOUNT (Lei)

Dividends from the profit for 2023

4.374.862

Dividends from other reserves

358.214

Total dividends

4.733.076

Undistributed profit

0

TOTAL DISTRIBUTED NET PROFIT 2023

4.374.862

In favor __________ Opposed ____________ Abstained ___________

7. a) Fixing the gross dividend per share at 0,05 lei.

In favor __________ Opposed ____________ Abstained ___________

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.

In favor __________ Opposed ____________ Abstained ___________

c) Approval of the deadline for keeping available to shareholders the dividends 3 (three) years from the dividends payment date.

In favor __________ Opposed ____________ Abstained ___________

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.

In favor __________ Opposed ____________ Abstained ___________

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

In favor __________ Opposed ____________ Abstained ___________

8. Election of a new Board of Administrators of Farmaceutica REMEDIA S.A. consisting of 3 (three) directors with a mandate of 1 (one) year respectively from 01.05.2024 to 30.04.2025.

In favor __________ Opposed ____________ Abstained ___________

9. Approval of the Remuneration Report of the management of Farmaceutica REMEDIA S.A. for 2023.

In favor __________ Opposed ____________ Abstained ___________

Establishing 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 2

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;

In favor __________ Opposed ____________ Abstained ___________

- 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).

In favor __________ Opposed ____________ Abstained ___________

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.

In favor __________ Opposed ____________ Abstained ___________

10. Electing the external financial auditor and establishing the minimum duration of its contract, due to contract expiry of the external financial auditor.

In favor __________ Opposed ____________ Abstained ___________

11. 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 G.M.S. for approval

In favor __________ Opposed ____________ Abstained ___________

12. 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.

In favor __________ Opposed ____________ Abstained ___________

13. 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.

In favor __________ Opposed ____________ Abstained ___________

3

14. 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.

In favor __________ Opposed ____________ Abstained ___________

Signature of the shareholder _______________ Date of delegation ___________

This document was drawn up in 3 (three) original copies.

4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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.