Farmaceutica REMEDIA S A : Decision no. 79 of 27.01.2022 E.G.M.S.

DECISION NO. 79 of January 27th 2022

of the Extraordinary General Meeting of Shareholders

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

Deva, N. Balcescu Blvd, no. 2, Hunedoara County

Adopted today, 27.01.2022 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 Extraordinary General Meeting of Shareholders decides, with the vote of the shareholders present and represented holding a number of 80.497.990 voting shares, representing 84,3080% of the total number of voting shares in the share capital of Farmaceutica REMEDIA SA (total voting shares 95.480.820 representing 100% of the share capital of Farmaceutica REMEDIA S.A.), the following:

Art. 1. With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no 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:

1. acquisition of shares and/or equity issued by third parties;
2. 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;
3. 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.
4. finding opportunities for the consolidation of the distribution and logistics activities of Farmaceutica REMEDIA Distribution & Logistics S.R.L.;
5. hiring specialized evaluators to carry out the operations referred to in items a), b), c), d).
6. 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. 2. With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the extension of the period of use and validity of the overall operating ceiling for a further 12 months from the signing of the concluded credit agreements and approval of the provision of guarantees (receivables, stocks, real estate, blank promissory notes/guarantees), exceeding the limit of 20% of total fixed and movable assets.

Art. 3. With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

1. Approval of the extension of the number of members of the Board of Administrators from 3 (three) to 5 (five) members.

With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 ABSTENTIONS, no votes AGAINST and no votes FOR, all votes being valid, the AGM decides:

1. Rejection of the proposal to elect two new members to the Board of Administrators of the Company.

Art. 4. With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 17.02.2022 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

Art. 5. With a total of 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 16.02.2022 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 80.497.990 votes expressed, representing 84,3080% of the share capital, of which 80.497.990 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

The empowerment of "TARUS"- Valentin Norbert TARUS e.U., the President of the Board of Administrators, represented by Mr. Valentin-Norbert TARUS, for signing all the documents issued following the Extraordinary General Meeting of Shareholders.

The President of the Extraordinary General Meeting of the Shareholders

The Secretary of the Extraordinary General Meeting of the Shareholders