Galenica : Explanations

7thordinary Annual General Meeting

10 April 2024, 3:00 p.m. Kursaal Bern Ltd. Kornhausstrasse 3 3013 Bern

1

Health and well-being are at the heart of what we do.

Contents

06	Agenda items
12	Comments regarding
	voting on remuneration:
	Agenda items 5, 6.1 and 6.2
20	Notes

4 Annual General Meeting of 10 April 2024

Dear

Shareholders,

Galenica's objectives are to generate

attractive­ returns for its shareholders, play an active role in the Swiss healthcare ­market and be an attractive employer.

The 2023 financial year was characterised by opportunities, changes and challenges. With an increase in sales of 4.4%, we once again achieved strong growth and further developed Galenica. Due to special effects, however, we were unable to fully meet our ambitious earnings targets. Nevertheless, with EBIT on a par with the previous year, we achieved a good result.

Our remuneration policies and systems are designed to ensure that the interests of shareholders and the Executive Committee are broadly aligned. In accordance with the statutory requirements and the Articles of Association, at the 2024 Annual General Meeting you will be asked to individually and bindingly approve the two maximum total remuneration amounts for 2025, and also to engage in a consultative vote on the 2023 Remuneration Report.

The Remuneration Report 2023 is intended to enable you as a shareholder to compare the proposed maximum total remuneration for the 2025 financial year with the performance results and the corresponding remuneration paid in 2023. Details of the remuneration systems for the Board of Directors and the Executive Committee can be found in the Remuneration Report, which is part of the Galenica Group Annual Report 2023 (www.galenica.com, Publica- tions).

The comments in this booklet provide background information on individual agenda items.

Yours sincerely,

On behalf of the Board of Directors

Dr. Markus R. Neuhaus	Bertrand Jungo
Chairman of the Board of	Chairman of the
Directors	Remuneration Committee

5

Agenda1items

6 Annual General Meeting of 10 April 2024

1. Approval of the Management Report, the Financial statements 2023 of Galenica Ltd. and the Consolidated financial statements 2023 of the Galenica Group
   The Board of Directors proposes that the Management Report and the ­Financial statements 2023 of Galenica Ltd. and the Consolidated financial statements 2023 of the Galenica Group be approved.
   Comment: The Board of Directors is required by law to submit the Management Report, the Financial statements of Galenica Ltd. and the Consolidated financial­ statements of the Galenica Group for each financial year to the Annual General Meeting for approval.
2. Approval of the report on non-financial matters 2023
   The Board of Directors proposes that the report on non-financial matters 2023 be approved.
   Comment: From the 2023 financial year onwards Galenica Ltd. is obliged to prepare a report on non-financial matters due to the introduction of Art. 964a of the Swiss Code of Obligations. Details on compliance with this obligation can be found in the 2023
   report­ on non-financial matters. This is available at http://www.galenica.com/.
   The report on non-financial matters 2023 is being presented for approval for the first time to the Annual General Meeting, according to new statutory requirements (Art. 964c Swiss Code of Obligations).
3. Discharge from liability of the members of the Board of Directors and the Executive Committee
   The Board of Directors proposes that the actions of its members and the members of the Executive Committee be ratified for the 2023 financial year.
   Comment: By ratifying the actions of the members of the Board of Directors and the Executive Committee, the consenting shareholders declare that they will no longer hold the relevant persons accountable for events from the previous financial year that were brought to the attention of the Annual General Meeting.
4. Resolution on the appropriation of available earnings 2023 and reserves from capital contributions
   The Board of Directors proposes that a dividend of CHF 2.20 per registered share be distributed for the 2023 financial year. For this, CHF 1.10 is to be paid from available earnings and CHF 1.10 from reserves from capital contributions.
   Comment: The distribution of a dividend requires an Annual General Meeting resolution.

Agenda items 7

4.1. Appropriation of available earnings 2023

Balance brought forward	CHF	311,094
Profit for the year	CHF	224,261,845
Available earnings at the disposal
of the Annual General Meeting	CHF	224,572,939
Proposal
Dividend per share CHF 1.10	CHF	55,000,0001
Allocation to free reserves	CHF	169,000,000
Balance to be carried forward	CHF	572,939

1 The proposal for the distribution of the dividend encompasses all shares issued. However, own shares held by the company at the time of the dividend payment are not entitled to dividends. Based on the number of shares owned by Galenica Ltd. as of 31 December 2023, the dividend payment would amount to CHF 54.8 million

If this proposal is approved, the dividend will be paid after deduction of withholding tax from 16 April 2024. The last trading day with entitlement to receive the dividend is 11 April 2024. As of 12 April 2024, the shares will be traded ex-dividend.

4.2. Appropriation of reserves from capital contributions

Reserves from capital contributions	CHF	199,907,823
Dividend per share CHF 1.10 paid out of
reserves from capital contributions	CHF	55,000,0002
Balance to be carried forward	CHF	144,907,823

2 The proposal for the distribution of the dividend from reserves from capital contributions encompasses all shares issued. However, own shares held by the company at the time of the dividend payment are not entitled to dividends. Based on the number of shares owned by Galenica Ltd. as of 31 December 2023, the dividend payment would amount to CHF 54.8 million

If this proposal is approved, the dividend will be paid out without deduction of withholding tax from 16 April 2024. The last trading day with entitlement to receive the dividend is 11 April 2024. As of 12 April 2024, the shares will be traded ex-dividend.

5. Consultative vote on the Remuneration Report 2023

The Board of Directors proposes that the Remuneration Report 2023 be approved via consultative vote.

Comment: A consultative vote will be held in relation to the Renumeration Report in accordance with Art. 735 of the Swiss Code of Obligations. Further information on the Remuneration Report 2023 can be found on page 13. The relevant information can be found in the «Remuneration Report» section of the Annual Report 2023.

(http://www.galenica.com/)

8 Annual General Meeting of 10 April 2024

6. Remuneration for the Board of Directors and the Executive Committee

1. Approval of the maximum total remuneration for the Board of Directors for the 2025 financial year
   The Board of Directors proposes that a maximum total amount of CHF 1,900,000 be approved for the remuneration of the members of the Board of Directors for the 2025 financial year.
   Comment: Pursuant to Art. 698 para. 3 item 4 of the Swiss Code of Obligations, the Annual General Meeting is responsible for approving the remuneration of the Board of Directors.
2. Approval of the maximum total remuneration for the Executive Committee for the 2025 financial year
   The Board of Directors proposes that a maximum total amount of CHF 9,500,000 be approved for the remuneration of the members of the Executive Committee for the 2025 financial year.
   Comment: Pursuant to Art. 698 para. 3 item 4 of the Swiss Code of Obligations, the Annual General Meeting is responsible for approving the remuneration of the
   Executive­ Committee. Further information on the maximum total amounts for the 2025 financial year can be found on pages 13 et seqq. (www.galenica.com)

7. Elections

7.1. Re-elections of the members of the Board of Directors and the Chairman of the Board of Directors

The Board of Directors proposes the re-election of Dr. Markus R. Neuhaus as member of the Board of Directors and re-election as Chairman of the Board of Directors; re-election of Pascale Bruderer, Bertrand Jungo, Judith Meier, Prof. Dr. med.  Solange Peters, Dr. Andreas Walde and Jörg Zulauf as members of the Board of

Directors,­ each for a term of office until the end of the next ordinary Annual General Meeting.

Comment: As the term of office of the members of the Board of Directors (including the Chair of the Board of Directors) ends at the end of the ordinary Annual General Meeting on 10 April 2024, they must be re-elected by the Annual General Meeting. All members of the Board of Directors are standing for re-election. Information on the current members of the Board of Directors can be found from page 96 of the Annual Report 2023. (http://www.galenica.com/)

1. Re-electionof Dr. Markus R. Neuhaus as member of the Board of Directors and as Chairman of the Board of Directors
2. Re-electionof Pascale Bruderer
3. Re-electionof Bertrand Jungo
4. Re-electionof Judith Meier
5. Re-electionof Prof. Dr. med. Solange Peters
6. Re-electionof Dr. Andreas Walde
7. Re-electionof Jörg Zulauf

Agenda items 9

1. Re-electionsto the Remuneration Committee
   The Board of Directors proposes the re-election of Bertrand Jungo, Pascale Bruderer, Prof. Dr. med. Solange Peters and Dr. Andreas Walde to the
   Remuneration­Committee, each for a term of office until the end of the next ordinary Annual General Meeting.
   If Bertrand Jungo is re-elected as member of the Remuneration Committee, the Board of Directors intends to reappoint him as Chairman of the Remuneration Committee.
   Comment: As the term of office of the members of the Remuneration Committee ends at the end of the ordinary Annual General Meeting on 10 April 2024, they must be re-elected by the Annual General Meeting.
2. 1. Re-electionof Bertrand Jungo
   2. Re-electionof Pascale Bruderer
   3. Re-electionof Prof. Dr. med. Solange Peters
   4. Re-electionof Dr. Andreas Walde
3. Re-electionof the independent proxy holder
   The Board of Directors proposes that the law firm Walder Wyss Ltd. be re-elected as independent proxy holder for a term of office until the end of the next ordinary Annual General Meeting.
   Comment: Under the relevant legislation, the independent proxy holder must be elected annually by the Annual General Meeting. Walder Wyss Ltd. meets the
   independence­criteria and the Board of Directors proposes that Walder Wyss Ltd. be re-elected for reasons of continuity.
4. Re-electionof the statutory auditor
   The Board of Directors proposes that Ernst & Young Ltd. be re-elected as statutory auditor for the financial year beginning on 1 January 2024.
   Comment: According to the Articles of Association, the auditors are to be elected annually for a period of one financial year by the Annual General Meeting.

10 Annual General Meeting of 10 April 2024