NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF LABORATORIO REIG JOFRE, S.A.

The Board of Directors of LABORATORIO REIG JOFRE, S.A. (hereinafter the 'Company'), on 28 February 2024, resolved to convene the Ordinary and Extraordinary General Shareholders' Meeting of the Company, to be held in Barcelona, at the Barcelona Stock Exchange Assembly Hall, Passeig de Gràcia, 19, on 10 April 2024, at 11:00 a.m. on first call and at the same place and time on the following day, 11 April 2024, if necessary, at second call.

The Governing Board also agreed to make permit remote assistance to the Ordinary and Extraordinary General Shareholders' Meeting, enabling shareholders who so wish to attend and participate in the General Shareholders' Meeting by remote connection and in real time, in accordance with the provisions of the Articles of Association and the Regulations of the General Shareholders' Meeting.

The General Meeting is scheduled to be held on first call, i.e. on 10 April 2024 at 11:00 a.m.

The General Meeting shall be held in accordance with the following:

AGENDA

ONE. Annual accounts and corporate governance:

  1. Examination and approval, as the case may be, of the Company´s 2023
    Individual Annual Accounts, duly reviewed by the Company's auditors.
  2. Examination and approval, as the case may be, of the Company´s 2023
    Individual Management Report, duly reviewed by the Company's auditors.
  3. Examination and approval, as the case may be, of the 2023 Consolidated Annual Accounts of the Company and its subsidiaries, duly reviewed by the Company's auditors.
  4. Examination and approval, as the case may be, of the 2023 Consolidated Management Report of the Company and its subsidiaries, duly reviewed by the Company's auditors.
  5. Examination and approval, as the case may be, of the 2023 Consolidated Statement of Non-Financial Information.
  6. Approval, if applicable, of the proposal for the application of the 2023 profits.
  7. Approval, if applicable, of the corporate management carried out in 2023.

TWO. Submission of the 2023 Annual Report on Remuneration of the Company's Directors to a consultative vote.

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THREE. Re-election of Mr. Álvaro Ybarra Zubiria as member of the Board of Directors of the Company.

FOUR. Re-election of the auditors of the Company and its Consolidated Group for 2024.

FIVE. Approval, if applicable and within the 'Reig Jofre Flexible Dividend' plan, of i) distribution of dividends charged to unrestricted reserves and, ii) increase in the Company's share capital charged to reserves for an amount to be determined according to the terms of the resolution, through the issue of new ordinary shares of fifty cents par value and with provision for incomplete allocation. Offer to Shareholders to purchase their free-of-charge allocation rights for a guaranteed price. Application for admission to trading of the issued shares. Delegation of powers to the Board of Directors, with express power of substitution, including, among other matters, the power to redraft the article of the Articles of Association regulating share capital.

SIX.Delegation of powers to the Board of Directors, with express power of substitution, for the formalisation, interpretation, correction and/or execution of the resolutions adopted by the General Meeting.

SEVEN. Other matters. Questions and Answers.

Holding of the General Shareholders' Meeting

Unless otherwise announced, the General Shareholders' Meeting is scheduled to be held on first call, i.e. on 10 April 2024, at the time and place indicated. Card registration will start one hour before the scheduled time of the General Shareholders' Meeting.

Since the General Meeting is expected to be held on first call, it is hereby noted that:

  1. Shareholders must have the shares registered in their name no later than 3 April 2024 for the purposes of Article 517 of the Capital Companies Act.
  2. Shareholders should have attendance cards no later than 3 April 2024.
  3. Remote votes and proxies must be received by the Company no later than 23:59 p.m. on 3 April 2024.

Without prejudice to the foregoing, the Board of Directors reminds the Shareholders that they may participate in the General Shareholders' Meeting remotely, either by attending the Meeting electronically in real time, as described in this notice below, or by exercising their proxy and voting rights by remote means of communication prior to the General Shareholders' Meeting, under the terms also set forth in this notice.

In this regard, shareholders are hereby informed that they may exercise their rights of attendance, representation, information and voting at the General Meeting through the various means of communication described in this notice.

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The right to request the publication of a supplement to the call and to submit reasoned proposals in accordance with the call for proposals

Pursuant to article 519 of the Capital Companies Act, Shareholders representing at least three per cent (3%) of the share capital may request the publication of a supplement to this notice of the General Shareholders' Meeting, including one or more items on the Agenda, provided that the new items are accompanied by a justification or, as the case may be, a justified proposed resolution. The exercise of this right must be effected by means of reliable notification, which must be received at the registered office within five (5) days following the publication of this notice. In turn, Shareholders representing at least three per cent (3%) of the share capital may, within the same period and in the same manner as indicated above, submit reasoned proposals for resolutions on matters already included or to be included on the Agenda of the General Meeting called. The Company shall ensure the dissemination of these proposed resolutions and any accompanying documentation to the other shareholders through its website.

Documentation available to shareholders and right to information.

In accordance with the provisions of the Capital Companies Act, the Articles of Association and the Regulations of the General Meeting, from the date of publication of this notice of call, Shareholders are entitled to examine the following at the registered office, view it on the Company's website (www.reigjofre.com) and request it be sent to them free of charge (which may be made by e-mail with acknowledgement of receipt if the shareholder agrees to this) of:

  1. The convening notice.
  2. The model proxy and remote voting card.
  3. The total number of shares and voting rights on the date of publication of the notice of call.
  4. The full text of the proposed resolutions corresponding to all the items on the agenda.
  5. The Individual Annual Accounts of the Company and Consolidated Annual Accounts of the Company and its subsidiaries for 2023, the Individual Management Report of the Company and the Consolidated Management Report of the Company and its subsidiaries for 2023, as well as the respective Auditors' Reports.
  6. The Declaration of Responsibility of the Directors regarding the content of the Annual Accounts, in accordance with the provisions of article 35 of the Securities Market Act.
  7. The 2023 Annual Corporate Governance Report.
  8. The 2023 Annual Report on Directors' Remuneration.
  9. The 2023 Report of the Audit, Compliance and Conflicts of Interest Committee on the independence of the auditor in relation to audit reports.

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  1. The 2023 Annual Activity Report of the Audit, Compliance and Conflicts of Interest Committee.
  2. The 2023 Annual Activity Report of the Nomination, Remuneration and Sustainability Committee.
  3. The Annual Report on Related Transactions.
  4. The Statement of Non-Financial Information.
  5. The Report prepared by the Board of Directors regarding item three of the Agenda referring to the proposal for the re-election of Mr. Álvaro Ybarra Zubiría as member of the Board of Directors, together with the corresponding report of the Appointments, Remuneration and Sustainability Committee.
  6. The report prepared by the Board of Directors on item five of the agenda concerning the capital increase charged to reserves.
  7. The document containing frequently asked questions from Shareholders about the General
    Shareholders' Meeting.

From the date of publication of this call, and until 23:59 hours on 8 April 2024, Shareholders may request, in writing, from the Board of Directors, such information or clarifications as they deem appropriate, or submit in writing such questions as they consider relevant regarding (i) the matters included in the Agenda, (ii) the information accessible to the public that has been provided by the Company to the National Securities Market Commission since the last General Meeting was held, and (iii) the auditors' reports on the 2023 Annual Accounts and Individual Management Reports of the Company and Consolidated with its subsidiaries. For these purposes, requests for information may be made by shareholders by delivering the request or sending it by post to the registered office for the attention of the Investor Relations Department (calle Gran Capità, 10, 08970 Sant Joan Despí, Barcelona), as well as by sending an e-mail to the following e- mail address: investors@reigjofre.com. Requests for information may also be made through the link provided for this purpose on the Electronic Attendance Platform, under the terms described in this call.

Valid requests for information, clarifications or questions made in writing by Shareholders, as well as the answers provided by the Board of Directors, will be posted on the Company's website

(www.reigjofre.com/es/inversores/junta-general-Accionistas).

Likewise, we hereby inform you that, in accordance with the provisions of article 539.2 of the Capital Companies Act, an Electronic Shareholders' Forum has been made available on the

corporate website(www.reigjofre.com/es/inversores/junta-general-Accionistas),the

use of which shall be in accordance with its legal purpose and the guarantees and rules of operation established by the Company, and which may be accessed by duly authorised shareholders and Shareholders' Groups.

Right to assistance

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www.reigjofre.com/es/inversores/junta-

The holders of any number of shares registered in their name in the book-entry register of any of the entities participating in the 'Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S. A. U.' (Iberclear) shall have the right to attend the General Shareholders' Meeting in person or by electronic means at least five (5) business days prior to the date on which the General Shareholders' Meeting is to be held (3 April 2024), and who, in addition, maintain ownership thereof until the General Shareholders' Meeting is held.

Shareholders wishing to attend the General Meeting in person must first be authorised to attend by means of the corresponding nominative attendance card, indicating the number of shares they own and the number of votes they may cast. The card will be issued, at the request of the Shareholder, either directly by the Company through the Secretary's Office and upon accreditation of the Shareholder's status as a shareholder, or through Iberclear's member entities in charge of the accounting record. The Shareholder must obtain the corresponding attendance card up to five (5) days prior to the date of the General Meeting. Applications may be sent to the attention of the Investor Relations Department at the following e-mail address:

investors@reigjofre.com.

For the purpose of accrediting the identity of the Shareholders physically attending the General Meeting, on the day and at the place scheduled for the holding of the General Shareholders' Meeting and from one (1) hour prior to the time announced for the commencement of the meeting, Shareholders may present their respective attendance or proxy cards, together with their national identity card or any other official document accepted for such purposes, to the personnel in charge of the shareholders' register. Shareholders who are legal persons may also be asked to present documents proving the status of proxy holder of the shareholder who is a legal person. Attendance or proxy cards of Shareholders presented to the staff in charge of the shareholders' register after the time set for the commencement of the General Shareholders' Meeting shall not be accepted.

Representation

Any Shareholder entitled to attend may be represented at the General Shareholders' Meeting by another person, even if such person is not a shareholder, who may attend the Meeting in accordance with the requirements of the Law, the Articles of Association (article 17) and the Regulations of the General Shareholders' Meeting (article 9) by means of the proxy form printed on the 'Proxy and Remote Voting Card'.

Shareholders wishing to delegate their vote by means of the 'Proxy and remote voting card' template that the Company makes available to them must download the 'Proxy and distance voting card' from the corporate website (

general-Accionistas), print it out, fill it in and sign it in the section corresponding to 'Proxy' and it must be accompanied in all cases by the attendance card issued by the Company or, as the case may be, by the entity in which the shares are deposited (stating the number of shares held and the number of votes corresponding thereto), duly signed by handwritten signature.

In the event that the 'Proxy and remote voting card' is not duly completed and, therefore, the identity of the proxy holder or the instructions for the exercise of the vote are not stated or there are doubts as to its destination or scope, it shall be understood that, unless the shareholder

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(www.reigjofre.com/es/inversores/junta-general-
www.reigjofre.com/es/inversores/junta-

expressly indicates otherwise, the proxy is granted in favour of the Chairman of the Board of Directors, includes all the items included in the agenda of the notice of the General Meeting, incorporates the vote in favour of all the proposed resolutions formulated by the Board of Directors as items on the agenda of the notice of the meeting, and also refers to the items not included in the agenda of the notice of the meeting that may be dealt with at the General Shareholders' Meeting as permitted by law.

The proxies conferred may be presented by the proxy holder on the day and at the place where the General Shareholders' Meeting is held, or may be sent by the shareholder to the Company in advance by post or courier to the registered Company office (Calle Gran Capità, 10, 08970 Sant Joan Despí, Barcelona), addressed to the Investor Relations Department, or by e-mail, to the following e-mail address investors@reigjofre.com, in both casesto the attention of the Chairman of the Board of Directors.

Alternatively, the shareholder may grant proxy by means of remote electronic or telematic communication that duly guarantees the proxy granted and the identity of the shareholder represented. Proxies granted by these means must be made through the Electronic Shareholders' Forum available on the corporate website (

general-Accionistas).

A shareholder granting a remote proxy undertakes to inform the appointed proxy holder of the proxy granted, which must also be accepted by the proxy holder. When the proxy is granted to a Director of the Company, such notice shall be deemed to have been given once the Company receives such notice of proxy, in which case the proxy holder shall be exempt from the obligation to identify themselves as provided in the following paragraph.

In any case, the proxy must be presented on the day the General Meeting is held by the proxy holder, who shall attend the Meeting either physically or remotely, following the instructions set out below.

Remote voting

Shareholders may vote on the items on the Agenda of the General Shareholders' Meeting prior to the meeting by means of remote communication, in accordance with the provisions of the Capital Companies Act, the Articles of Association (article 17) and the Regulations of the General Shareholders' Meeting (article 19). The valid means of communication for casting an absentee vote are:

  1. Electronic means

Voting by electronic correspondence must be done through the Electronic Shareholders' Forum on the corporate website

Accionistas).

  1. Post

In order to cast an absentee vote by post, shareholders must download the 'Proxy and Remote Voting Card' made available by the Company on the corporate website

(www.reigjofre.com/es/inversores/junta-general-Accionistas),print it out, fill it in

and sign it in the section corresponding to 'Remote Voting', which must in all cases be accompanied by the attendance card (stating the number of shares held and the number of votes corresponding thereto) issued by the Company or, as the case may be, by the entity with which the shares are deposited, duly signed by handwritten signature.

Once filled in with a hand-signed, the shareholder may send it by post or courier to the Company's registered office (Calle Gran Capità, 10, 08970 Sant Joan Despí, Barcelona), addressed to the Investor Relations Department, or by e-mail, to the e-mail address investors@reigjofre.com, in all cases to the attention of the Chairman of the Board of Directors.

Rules on remote voting and proxy

The basic rules governing remote voting and proxy are as follows:

  • Remote votes and proxies (whether electronic or by post) must be received by the Company at least five (5) days prior to the date scheduled for the General Shareholders' Meeting, depending on whether the General Shareholders' Meeting is held on first or second call, respectively. As the General Shareholders' Meeting is expected to be held on first call, the
    Company may receive the relevant documents up until 23:59h on 3 April 2024.
  • Remote voting and proxy services will be available to Shareholders as from the date of publication of the notice of call.
  • The remote voting shall have the value of revocation of the remote proxy irrespective of their respective dates.
  • Personal attendance, either physically or remotely, at the General Shareholders' Meeting by a Shareholder who has previously granted a proxy or voted by remote means shall render such proxy or vote ineffective.
  • A vote cast by postal or electronic correspondence shall be deemed to be revoked by the subsequent sending of a contrary vote.
  • The validity of the proxy granted and the vote cast by remote means of communication shall be subject to the Company verifying the proxy holder's status as shareholder.

For the purposes of exercising remote voting and proxy rights, the Company shall provide a tool through the Electronic Shareholders' Forum consisting of an electronic voting and proxy platform using a digital certificate and on the basis of the book-entry register (hereinafter, the 'Platform'), with details of voting instructions, linked to the Company's website

(www.reigjofre.com/es/inversores/junta-general-Accionistas),which will make it

possible to verify the identity of the Shareholder by means of an electronic signature certificate, Tax ID No. or other.

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Any user requesting access to the Platform must do so by filling in the 'Registration Form', together with the supporting documentation requested (Tax ID No., bank documents and, where appropriate, such other documentation as may be determined by the Company).

Once the shareholder has completed the 'Registration Form' and attached all the requested documentation, the members of the Board of Directors appointed by the Company will proceed to activate the user in order to access the Platform.

The Platform will be active from the date of publication of the announcement of the call until the General Meeting, as determined by the Company.

Rules for remote attendance

Notwithstanding the fact that shareholders may be represented at the General Meeting by other persons who exercise their vote on the items on the agenda prior to the meeting, either by post or by electronic means, pursuant to article 17 of the Company's Articles of Association and article 11 of the Regulations of the General Shareholders' Meeting, the Board of Directors has also agreed to make it possible to attend the Ordinary and Extraordinary General Shareholders' Meeting by electronic means, allowing shareholders who wish to remotely attend and participate in the General Meeting to do so in real time.

Shareholders or their proxy holders wishing to attend the General Meeting remotely must first register on the Electronic Attendance Platform via the Company's corporate website (www.reigjofre.com/es/inversores/junta-general-Accionistas),between 11:00 a.m. on the preceding day (9 April 2024, in the event of the General Meeting being held on first call) and 10:45 a.m. on the day of the General Shareholders' Meeting. After that time, no registration for the exercise of the right to attend, to be represented and to vote will be accepted.

In order to prove their identity, shareholders or their proxy holders must identify themselves by one of the following means:

Proof of identity of shareholders:

Shareholders must identify themselves using their national electronic identity card (DNIe), by means of a recognised and valid electronic signature certificate issued by the Spanish Public Certification Authority (CERES) dependent on the Spanish Mint, or by sending the nominative attendance card to the Company (investors@reigjofre.com) (stating the number of shares held and the number of votes corresponding thereto) together with a copy of the shareholder's National Identity Card.

If the shareholder is a legal entity, the proxy who is to complete the registration process on behalf of the legal entity shareholder must prove the power of attorney enabling them to act on behalf of the legal entity shareholder and their identity by submitting the following documentation to the Company (investors@reigjofre.com): i) a nominative attendance card (stating the number of shares held and the number of votes corresponding thereto) issued in the name of the legal entity shareholder, ii) a copy of the proxy's National Identity Document (or NIE) and, iii) a copy of the document accrediting the power of attorney or position that allows them to act on behalf of the legal entity shareholder.

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Proof of identity of the proxy holders:

Proxy holders must identify themselves by means of their national electronic identity card (DNIe), by means of a recognised and valid electronic signature certificate issued by the Spanish Public Certification Authority (CERES), which depends on the Spanish Mint, or by submitting the following documentation to the Company (investors@reigjofre.com): i) proxy card, ii) copy of the nominative attendance card of the shareholder represented, iii) copy of the shareholder's National Identity Card and, iv) copy of the proxy holder's National Identity Card.

If the shareholder's proxy holder is itself a legal entity, in addition to the documentation indicated above, the proxy who is to complete the registration process must send the Company (investors@reigjofre.com) a copy of the National Identity Document (or NIE) of the proxy and the document accrediting the power of attorney.

In order for the proxy holder to be able to register on the Electronic Attendance Platform and remotely attend the General Meeting with shares not owned by him/her, it shall be a prerequisite that the shareholder represented has notified the Company of the proxy in the manner, form and within the deadlines set forth in this call to meeting. If not, the proxy holder will not be able to remotely attend the Meeting on behalf of the shareholder who delegated their proxy.

Notwithstanding the foregoing, the Company reserves the right to request Shareholders (and/or proxy holders) to provide the additional means of identification that it deems necessary to verify their status as Shareholders (and/or proxy holders) and, thereby, remote attendance.

Once the accreditation has been validated by the Company, the shareholder and/or duly registered proxy holder will receive a user name and password to access the Electronic Attendance Platform.

That said, attendance at the General Meeting by electronic means shall be subject to the following basic rules:

  • Connection and assistance: Pursuant to the provisions of the Regulations of the General Meeting and in order to enable the proper management of the electronic attendance systems, the shareholder and/or registered proxy holder must connect to the Company's website through the Electronic Attendance Platform between 8:00 a.m. and 10:45 a.m. on the day of the General Meeting and identify themselves as indicated in the corresponding instructions. After that time, no connection shall be permitted for the exercise of the right to attend. Thereafter, shareholders and/or proxy holders will be able to follow the webcast of the Meeting in real time.
    Shareholders or proxy holders wishing to expressly withdraw from the General Meeting must do so by means of the option provided for this purpose on the Electronic Attendance Platform. Once notice has been given expressing their wish to leave the meeting, any subsequent actions taken shall be deemed not to have been carried out.
  • Participations and questions: Shareholders and/or proxy holders who, in the exercise of their rights, intend to participate in the Meeting and, where appropriate, request information or clarifications in relation to the items on the Agenda, shall state their

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intention to do so at the time the shareholder and/or proxy holder accesses the Electronic Attendance Platform on the day the Meeting is held.

Participations, requests for information and, if applicable, proposals in appropriate cases, must be submitted in writing through the link provided for this purpose on the Electronic Attendance Platform before the closing time for participations, which is 10:45 a.m. on the day the Meeting. If shareholders and proxy holders wish for their participation to be recorded in the Minutes of the General Meeting, they must expressly state this in the heading of their written statement.

Requests for information or clarifications from shareholders and proxy holders attending remotely shall be answered verbally during the General Shareholders' Meeting or in writing within seven (7) days after the General Shareholders' Meeting.

  • Vote: Shareholders and proxy holders attending the General Meeting electronically may vote on the proposed resolutions corresponding to the items on the agenda through the link and form provided for this purpose on the Electronic Attendance Platform, from the time of their connection as attendees until the time at which voting on the proposed resolutions for the items included on the agenda is completed, which will be duly indicated during the course of the Meeting.
    If, during the General Meeting, proposed resolutions corresponding to items not included on the agenda are put forward, voting by electronic means on the aforementioned proposals shall be carried out through the link and voting form set up for this purpose on the Electronic Attendance Platform, from the time they are read for voting until the time the voting is completed, which shall be duly indicated during the course of the General Meeting.
    Shareholders who attend the General Meeting electronically and have previously cast their vote remotely in accordance with the terms indicated in this call to meeting shall be deemed to be present for the purposes of the constitution of the General Meeting and, consequently, the proxy or remote vote cast by them previously shall be deemed revoked. Therefore, remote attendance of shareholders shall prevail over votes cast remotely and proxies granted prior to the General Meeting.
  • Other issues:
    1. It is the sole responsibility of the shareholder and/or proxy holder to safeguard and use the user name and password provided to access the Electronic Attendance Platform.
    2. The Company shall not be liable for any damages that may be caused to the shareholder and/or proxy holder due to breakdowns, overloads, line failures, connection failures or any other eventuality of the same or a similar nature that are beyond the Company's control and prevent the use of the mechanisms for remotely attending the Meeting. Therefore, such circumstances shall not constitute an unlawful deprivation of Shareholders' rights.

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Laboratorio Reig Jofre SA published this content on 07 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 March 2024 17:56:08 UTC.