Farmaceutica REMEDIA S A : Convening E.G.M.S. 02/03 March 2023

C O N V E N I N G

Extraordinary General Meeting of Shareholders (E.G.M.S.)

The Board of Administrators of Farmaceutica REMEDIA S.A., with registered office in Deva, Blvd. Nicolae Balcescu no. 2, tax identification number RO 2115198 and order number with the Trade Register J20/700/1991, share capital lei 9.548.082 fully subscribed and paid-up, web page www.remedia.ro, hereby convenes, based on the Decision of the Board of Administrators no 396/25.01. 2023, in compliance with the Companies Law 31/1990, republished, Law 297/2004 on capital market, Law 24/2017 on issuers of financial instruments and market operations, F.S.A. Regulation No. 5/2018, E.G.M.S. on:

On Thursday, 02.03.2023, at 12.00 o'clock p.m. at the company's office of Deva, N. Balcescu Blvd, no. 2, Hunedoara County, postal code 330040.

If the E.G.M.S. will not be able to be held due to failure to fulfil the quorum, the second convening is on:

Friday, 03.03.2023, at the same time, at the same place and with the same agenda.

At the E.G.M.S. shareholders registered with the Shareholders' Register kept by the S.C. Depozitarul Central S.A. at the end of the day of 20.02.2023 - considered the reference date, are entitled to participate and to vote.

On the date of convening of the E.G.M.S. the share capital of S.C. Farmaceutica REMEDIA S.A. is of 9.548.082 lei divided in 95.480.820 shares with a nominal value of 0,10 lei/share.

Each share gives the right to one vote within the General Meeting of Shareholders.

There are no different classes of shares.

There are no voting rights suspended on the date hereof.

1. Agenda of the Extraordinary General Meeting of Shareholders 02.03.2023 / 03.03.2023 - at 12.00 o'clock p.m.:
2. 1. Approval of the extension for another 12 months of the period of use and validity of the credit facility granted to the Company by Banca Transilvania in the form of a Global Operating Ceiling in the amount of 74,600,000 lei and the increase up to 100,000,000 lei, with the approval of the establishment / maintenance of guarantees (receivables, stocks, real estate, blank promissory notes/guarantees) up to the limit requested by the bank, exceeding the limit of 20% of the total fixed assets, less receivables.
   2. Empowerment of Mrs. Elena Codrean, member of the Board of Administrators of Farmaceutica REMEDIA SA to sign the credit contract(s) and any additional documents to the contract(s), as well as the mortgage and/or real estate contracts with the selected bank and any other documents required by the bank/banks/notary, necessary for the conclusion and execution of the credit contract(s).

3. Approval of the date of 22.03.2023 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

4. Approval of the date of 21.03.2023 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.

5. Empowerment of the Board of Administrators to issue Decisions pursuant to Articles 1 and 2 of this notice, to detail the operations for the extension and supplement of the credit facility granted to the Company by Banca Transilvania in the form of a Global Operating Ceiling, as well as the constitution/maintenance of the related guarantees and the granting of mandates for the signature of all documents issued following the Extraordinary General Meeting of Shareholders

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

1. Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda of E.G.M.S.

According to the provisions of art. 1171 para. (1) of Law No. 31/1990 republished and of art. 105 para. (3) of Law No. 24/2017, one or more shareholders representing individually or together at least 5% from the Company's share capital, may request the Board of Administrators of the company to introduce new items on the agenda of the E.G.M.S. and/or presentation of draft resolutions for the items included or proposed to be included on the agenda of the E.G.M.S. in compliance with the following conditions:

i. In case of natural person shareholders, the requests must be accompanied by the copies of shareholders' identity documents, which must allow their identification in the company register, kept by the Depozitarul Central S.A.

1. The quality of shareholder, as well as in the case of legal person shareholders or of entities with no legal personality, the quality of legal representative is found under art. 194 (1) from Regulation No. 5/2018, based on the following documents presented to the issuer by the shareholder:
   a) the statement of account from which the quality of shareholder and the number of shares held result;
   b) documents attesting the registration of the information regarding the legal representative at the Depozitarul Central/respective attendants.
   In all cases, the documents attesting the quality of legal representative drafted in a foreign language, other than English language, will be accompanied by a translation, realised by a sworn translator in Romanian language or in English language.
2. To be accompanied by a justification and/or by a draft resolution proposed for adoption;
3. Proposals on the introduction of new items on the agenda and of draft resolutions proposed for approval of the E.G.M.S. must be sent/submitted and

recorded at the company's registered office of Deva, N. Balcescu Blvd, no. 2, Hunedoara County, postal code 330040, until the end of 13.02.2023, in original, signed and, as appropriate, stamped* by shareholders or their legal representatives, mentioning on the envelope in print and in capital letters: «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 02/03.03.2023 ».

• In compliance with Art. V from the Government Ordinance No. 17/2015, natural persons, legal persons of private law, as well as entities without legal personality do not have the obligation to affix the stamp on documents or on any other deeds issued in relationship between them, the obligation being only of state institutions.

1. Asking questions, in compliance with art. 198 from Regulation No. 5/2018, on the items on the agenda of the E.G.M.S.

Each shareholder may ask questions to the company through a document that shall be submitted/transmitted and recorded at the company's registered office of Deva, Blvd. N. Balcescu, no. 2, Hunedoara County, postal code 330040, until the end of 24.02.2023, in original, signed, as appropriate, stamped by the shareholder or by its legal representative, mentioning on the envelope in print and in capital letters:

«FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 02/03.03.2023».

The same identification requirements specified in letter A from this convening ("Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda") will be also applicable for shareholders/shareholders' legal representative asking questions on the items on the agenda of the E.G.M.S.

The company may formulate a general reply for the questions with the same content that will be available on the company website in the Frequently asked questions section, in question-answer format.

1. Voting

Shareholders may exercise their voting right directly, by a representative or by

mail.

C.1. Direct vote within the E.G.M.S.

The access of shareholders entitled to attend the general meeting of shareholders is allowed by simply proving their identity, made in case of natural person shareholders with the identity document or, in case of legal persons and of represented natural person shareholders, with the authority given to the natural person representing them - except for the legal representative (who also is to present his/her identity document), in compliance with the applicable legal provisions and with the provisions contained in this notice to attend.

In case of legal person shareholders or of entities with no legal personality, the quality of legal representative is found based on the shareholders' list from the reference date, received from the Depozitarul Central. In case the shareholders' register at the reference date does not contain data regarding the quality of legal representative or they are not updated, this quality is proved with a confirmation of

company details issued by the Trade Register, presented in original or in a certified true copy, or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, attesting the quality of legal representative.

The documents certifying the quality of legal representative of the legal person shareholder shall be issued no more than 3 months before the publication date of the notice to attend of the general meeting of shareholders.

Shareholders who do not have legal competence, as well as legal persons can be represented by their legal representatives, who, in turn, may issue a power of attorney to other persons.

C.2. Representation based on a special power of attorney or on a general power of attorney (empowerment) at the E.G.M.S.

Shareholders can be represented in the E.G.M.S. by other persons based on a special power of attorney or on a general power of attorney (empowerment).

For this type of vote, the special power of attorney forms shall be used (in Romanian or in English language) in compliance with the provisions of the applicable legislation, which will be made available by the Board of Administrators of the Company or by a general power of attorney, drafted in compliance with the provisions of Art. 202 from the regulation No. 5/2018.

Legal person shareholders or entities with no legal personality attending the E.G.M.S. through another person than the legal representative, shall necessarily use a special or a general power of attorney, under the conditions specified above.

a. Representation based on a special power of attorney

The forms of special power of attorney will be available in Romanian and English language starting with the date of 30.01.2023, 6.00 o'clock p.m. at the Company's office, and on the company's website, www.remedia.ro.In case a shareholder assigns by special power of attorney, as a proxy another person, the form of special power of attorney for natural persons or legal persons shall be used, if necessary.

i. In case of natural person shareholders, special powers of attorney shall be accompanied by the copies of the identity documents of shareholders, who must allow their identification in the company's shareholders' register held by the Depozitarul Central S.A.

1. The quality of legal representative of the person who signed the power of attorney is found based on the shareholders' list from the reference date received from the Depozitarul Central S.A. In case the shareholders' register does not contain data regarding the quality of legal representative, or they are not updated, this quality is proved with a confirmation of company details in original or in a certified true copy, issued by the Trade Register or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, with a period of maximum 3 months in relation with the date of publication of the notice to attend of the general meeting, which would allow identifying the legal representative.
   Shareholders shall fill in and sign the special powers of attorney in three original counterparts: one for the shareholder, one for the representative and one for

the company. The copy for the company, filled in and signed, and, as appropriate, stamped, as well as accompanying documents, are submitted in person or are transmitted at the office S.C. Farmaceutica REMEDIA S.A. of Deva, Blvd. N. Balcescu, no. 2, Hunedoara County, postal code 330040, until 28.02.2023, at 12.00 o'clock for the E.G.M.S., in a sealed envelope, with the mention in print and in capital letters: «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 02/03.03.2023» or sent to the e-mail address [e-mail] the same date and time, with embedded extended electronic signature in compliance with Law No. 455/2001 on the electronic signature.

A shareholder is forbidden to express different votes based on the shares held by him/her at the same company.

A shareholder gives, within the special power of attorney form, specific voting instructions to the person representing him/her, for each item recorded on the agenda of the general meeting of shareholders.

If by empowerment, several alternate representatives are appointed, the order in which they will exercise their mandate will be established as well.

A person acting as the representative may represent several shareholders, the number of shareholders thus represented being unlimited. If a representative holds different empowerments conferred by several shareholders, he/she is entitled to vote for a shareholder differently as compared to the vote for another shareholder. The person representing several shareholders based on empowerments, expresses the votes of the represented persons by summing up the number of votes «for», «against» and «abstention» without compensating them (for example, in item x from the agenda, I am representing «a» votes «for», «b» votes «against» and «c» «abstention»). In the case of special empowerments, the votes thus expressed are valid based on copy 3 of the special empowerment.

Special powers of attorney shall be updated in case proposals to complete the agenda shall be made by shareholders, proposals of candidates at the position of administrator.

In all cases, natural persons empowered by the special power of attorney will be identified with the identity document at the E.G.M.S.

b. Representation based on a general power of attorney (empowerment)

Shareholders may issue a general power of attorney (empowerment) valid for a period of time that must not exceed 3 (three) years, allowing the assigned representative to vote in all the aspects under debate of the Company's General Meeting of Shareholders, provided that the general power of attorney (empowerment) is issued by the shareholder, as the customer, to an intermediary as defined in art. 2 para. (1) point 19 of Law No. 24/2017, or to an attorney-at-law.

In the case of general empowerments, the person acting as the representative must not present in the general meeting of shareholders any proof on the voting of the represented persons.

General empowerment must contain at least the following information:

1. shareholder's name/denomination;
2. representative's name/denomination (the person whom the power of attorney is granted to);
3. date of the empowerment, as well as its validity period, complying with the legal provisions; empowerments bearing a later date have the effect of revoking the