Farmaceutica REMEDIA S A : Decision no. 85 of 20.04.2023 O.G.M.S.

DECISION NO. 85 of April 20th 2023

of the Ordinary General Meeting of Shareholders

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

Adopted today, 20.04.2023 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 77.765.179 voting shares, representing 84,2378% of the total number of voting shares in the share capital of Farmaceutica REMEDIA S.A. (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 total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no 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 - Florin Dan CADIA, shareholder of the company.

Art. 2. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the audited, consolidated and unconsolidated financial statements for 2022, based on the reports submitted by the President of the Board of Administrators and

by the financial auditor, having the following representative data:

Indicator	Values registered	Values registered
	on December	on December
	31th	31th
	2022 (LEI)	2022 (LEI)
	unconsolidated	consolidated
Net turnover	18.307.055	535.850.640
Operating revenues - TOTAL	21.181.555	539.200.763
Operating costs - TOTAL	23.565.548	532.454.817
Financial revenues - TOTAL	5.321.320	844.833
Financial costs - TOTAL	21.301	532.927
TOTAL REVENUES	26.502.875	540.045.595
TOTAL COSTS	23.586.849	532.987.744
Tax	0	1.248.719
NET PROFIT	2.916.026	5.809.133
Non-current assets- TOTAL	47.370.124	44.484.546
Current assets - TOTAL	14.704.786	240.890.648
TOTAL ASSETS	62.514.723	286.204.891
Equity	52.977.439	68.433.434
TOTAL long-term liabilities	3.175.842	3.175.842

TOTAL short-term liabilities	6.361.443	217.771.457
TOTAL EQUITY AND LIABILITIES	62.514.723	286.204.891

Art.3. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, all votes being valid, the AGM decides:

Approval of the discharge from administration of administrators for the financial year 2022.

Art. 4. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the budget of income and expenditures for 2023, unconsolidated and consolidated, having the following representative data:

Indicator	Value (LEI)	Value (LEI)
	unconsolidated	consolidated
TOTAL REVENUES, from which:	34.955.000	639.737.250
Net revenues from sale of	23.600.000	628.600.000
merchandise
Other revenues	6.100.000	10.573.000
Financial revenues	5.255.000	564.250
Provisions revenues	27.869.900	628.620.900
TOTAL COSTS, from which:	17.900.000	583.640.000
Net cost of sold merchandise	7.249.900	40.519.400
Other costs	2.720.000	4.461.500
Amortization & provisions	7.085.100	11.116.350
GROSS PROFIT	34.955.000	639.737.250

Art.5. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the activity and investment program for 2023 having the proposed

investment value of LEI 9.723.000 for Farmaceutica REMEDIA SA and for Farmaceutica REMEDIA Distribution & Logistics S.R.L.

Art.6. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no 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 2022, as follows:

DESTINATION	AMOUNT (Lei)
Dividends from the profit for 2022	2.916.026
Dividends from the profit for 2020	1.699.789
Total dividends	4.615.815
Undistributed profit	0
TOTAL DISTRIBUTED NET PROFIT 2022	2.916.026

Art.7. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

1. Setting the gross dividend per share at LEI 0,05;
2. Approval of the date of 21.09.2023 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;
3. Approval of the deadline for keeping available to shareholders the dividends 3 (three) years from the payment date;
4. 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.
5. Approval for bearing the costs of dividends distribution by Farmaceutica REMEDIA
   S.A.

Art.8. With a total of 77.765.179 votes expressed, representing representing 84,2378% of the total number of shares with voting rights, 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 01.05.2023 to 30.04.2024, with the following compositions:

1. President of the Board of Administrators, TARUS" - Valentin Norbert TARUS e.U. legal person registered in Austria, Handelsgericht Wien - FN 349134 represented by Mr Valentin- Norbert TARUS, Austrian citizen, residing in Vienna, Austria, with full powers of administration and representation;
2. Member of the Board of Administrators, Cristian PLOCON, Romanian citizen, residence in Bucharest, Romania, with full powers of administration and representation;
3. Member of the Board of Administrators, Elena CODREAN, Romanian citizen, residence in Deva, Romania, with full powers of administration and representation;

Art.9. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

• Approval of The Remuneration Report for 2022 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 01.05.2023 - 30.04.2024, 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 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, the AGM, by secret ballot, elect the external financial auditor PREMIER CLASS AUDIT SRL, J12/2994/2013, CUI 32310697, represented by Cobîrzan Sergiu Bogdan for the period from 01.05.2023 to 30.04.2024.

Art.11. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with 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),
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.12. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 06.09.2023 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

Art.13. With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

Approval of the date of 05.09.2023 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.

Art.14 With a total of 77.765.179 votes expressed, representing 84,2378% of the total number of shares with voting rights, of which 77,765,179 votes FOR, with no votes AGAINST and no 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.

President of The Board of Administrators

"TARUS" - Valentin Norbert TARUS e.U.