Naturhouse Health : Call Annual General Meeting 2019

NATURHOUSE HEALTH, S.A.

CALL FOR THE SHAREHOLDERS ANNUAL GENERAL MEETING

The Board of Directors of Naturhouse Health, S.A., (also referred to as"Naturhouse"or the"Company"), at its meeting held on 25 February 2019, agreed to call the Annual General Meeting, which will be held at the NH Collection Madrid Colón Hotel (formerly known as the NH Sanvy Hotel) located at Calle Goya no. 3 (postcode 28001, Madrid),on 29 April 2019 at 1:00 pm on first call, and in the event of not meeting the attendance quorum required, the following day, 30 April 2019 on second call, at the same time and place, in order to deliberate and decide on the following:

Agenda

First. -Consideration and approval, where appropriate, of the FinancialStatements (Balance Sheet, Profit and Loss Account, Statement of Changes inTotal Equity, Statement of Recognised Income and Expense, Cash Flow Statement and Explanatory Notes) and the Management Report for Naturhouse Health S.A. for the financial year ending 31 December 2018.

Second. -Consideration and approval, where appropriate, of the ConsolidatedFinancial Statements (Consolidated Balance Sheet, Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement and Consolidated Explanatory Notes) and the ConsolidatedManagement Report for the Consolidated Naturhouse Health, S.A. Group andsubsidiaries for the financial year ending 31 December 2018.

Third. -Consideration and approval, where appropriate, of the proposed distribution of profit for the financial year ending 31 December 2018. Authorisation for the distribution of unrestricted voluntary reserves.

Fourth. -Consideration and approval, where appropriate, of the report on thenon-financial information of the Consolidated Group of Naturhouse Health, S.A. and subsidiaries for the 2018 financial year pursuant to the provisions of Act 11/2018 of 28 December, amending the Commercial Code, the revised text of the Companies Act approved by Royal Legislative Decree 1/2010 of 2

July, and Act 22/2015 of 20 July on Account Auditing, in terms of non-financial information and diversity.

Fifth. -Consideration and approval, where appropriate, of the management ofthe Board of Directors of Naturhouse Health, S.A. for the 2018 financial year.

Sixth. -Re-election and appointment of Deloitte, S.L. as the Company's auditors for a maximum three-year term for auditing the Group's individual and consolidated financial statements for the 2019, 2020 and 2021 financial years at most.

Seventh.-Remuneration of the Company's Board of Directors.

• 7.1 Advisory vote on the Annual Report on Remuneration of the Board Directors of Naturhouse Health, S.A. for the 2018 financial year.

• 7.2 Approval of the remuneration policy for the Board Directors of Naturhouse Health, S.A. for the 2019 financial year.

• 7.3 Approval of the remuneration of the Board of Directors of Naturhouse Health, S.A. for the 2019 financial year.

Eighth. -Delegation of powers to supplement, develop, execute, remedy and formalise the resolutions adopted by the Annual General Meeting.

Addendum to the Call and submission of new proposed resolutions.

In accordance with the provisions of the Company's Articles of Association, the Regulations of the Annual General Meeting and the Spanish Corporate Law and supplementary or implementing regulations (hereinafter, any reference to the Spanish Corporate Law and/or this normative must also be understood to be referring to any other supplementary or implementing regulations), in particular, Article 519 thereof, shareholders representing at least three percent of the share capital may request, through certified communication to the Board of Directors within five days of the publication of this call, an addendum to the call for the Annual General Meeting including one or more items on the agenda to be published, provided that the new items are backed by a justification or, where appropriate, a proposed resolution that is justified. This right must be exercised by means of certified notification to the Company, to be received at the registered offices, Calle Claudio Coello 91, 4º planta, Madrid,within five days of the publication of this call. When applicable, the addendum to the call will be published at least fifteen days before the date set for the Annual General Meeting.

Likewise, in accordance with the Company's Articles of Association, the Regulations of the Annual General Meeting and the Spanish Corporate Law, shareholders representing at least three percent of the share capital may, within the period stated in the preceding paragraph, submit substantiatedproposed resolutions on matters already included, or that should be included, in the agenda for the Meeting convened. In addition, they may make suggestions concerning the Company's activities and interests that, in their opinion, should be discussed at the Annual General Meeting. In both cases, these proposals and suggestions may be made by means of certified notification to the Company, to be received at the registered offices (Calle Claudio Coello 91, 4ª planta, 28006 Madrid) or through the Shareholder Services Department (the information for which is provided in the "General Information" section at the end of this notice) within five days of the publication of this call.

The Company will ensure the dissemination of said proposals and any attached documentation through publication on the website, as established under Article 519 in connection with paragraph d), Article 518 of the Spanish Corporate Law.

Right to Attend, vote and proxies

In accordance with the provisions of the Company's Articles of Association, the Regulations of the Annual General Meeting and the Spanish Corporate Law, the Company's shareholders will be entitled to attend the Annual General Meeting, however many shares they may hold, provided that the shares are entered in their name in the corresponding registry at least five days before the date the Annual General Meeting is to be held, and that they confirm their ownership by means of certification in their name in the aforementioned accounting registry five (5) days before the date set for the Meeting. Shareholders may request, through one of the participating entities (Banks, Savings Banks, Financial Institutions in general) of La Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A., Unipersonal (Iberclear), the corresponding certificate of authentication or equivalent document from the accounting record of the Company's shares, in order to obtain, where relevant, the corresponding attendance card, which must duly guarantee the identity of the person exercising their voting right and the security of the electronic communications, in accordance with the provisions of the applicable regulations, as well as the Articles of Association, the Regulations of the Annual General Meeting and the Spanish Corporate Law.

Shareholders with the right to attend may vote by attending in person and voting at the Meeting or by means of postal or electronic correspondence or any other means of remote communication, provided that the identity of the person exercising their voting right and the security of the electronic communications is duly guaranteed, in accordance with the provisions of the applicable regulations, as well as the Articles of Association, the Regulations of the Annual General Meeting and the supplementary and implementing regulations.

Shareholders who are entitled to attend may be represented at the Annual General Meeting by any person, even if the latter is not a shareholder. In the event that instructions are issued by the represented shareholder, the proxy will vote in accordance with them and will be required to keep said instructions for one year from the date of the Meeting.

The representation must be conferred in writing; the proxy clause of the attendance cards issued by Iberclear's participating entities or, where relevant, the Company, especially for this Meeting may be used for such purpose.

The appointment and revocation of the proxy by the shareholder may be granted by means of postal or electronic correspondence or any other means of remote communication, provided that the identity of the person conferring it and the security of the electronic communications are duly guaranteed in accordance with the provisions of the applicable regulations including, where relevant, the provisions of the Articles of Association and the Regulations of the Annual General Meeting, for voting by the aforementioned means, to the extent that this is not incompatible with the nature of the representation conferred.

The same means provided for in the previous paragraph may be used to notify the Company of the appointment or revocation of the shareholder's proxy.

The shareholder's personal attendance at the Annual General Meeting will revoke any vote or proxy that could have previously been made.

The proxy may represent more than one shareholder, without limitation as to the number of shareholders represented. When a proxy represents several shareholders, they may vote differently according to the instructions given by each shareholder.

In accordance with Article 523 of the Spanish Corporate Law, the proxy must inform the shareholder in detail of whether there is any conflict of interest prior to their appointment. If a conflict arises after the appointment and the represented shareholder had not been warned of the possible existence thereof, they must be informed immediately. In both situations, if no new specific voting instructions are received for all the matters on which the proxy is to vote on behalf of the shareholder, the former must abstain from voting.

In the case of a public request for representation, whoever obtains it may not exercise the voting right corresponding to the shares represented in the items on the agenda in which there is a conflict of interest for them, unless they have received specific voting instructions from the represented shareholder for all said items.

The proxy may include items that, although not provided for in the agenda of the call, are addressed, as permitted under law, by also applying in thesecases the provisions of the preceding paragraphs for cases of conflict of interest.

In accordance with the provisions of Article 524 of the Spanish Corporate Law, the entities that are legitimised as shareholders by virtue of the accounting registry, but that act on behalf of different persons, may in any case split the vote and exercise it differently in compliance with different voting instructions, if thus received. Said intermediary entities may delegate the vote to each of the indirect holders or to third parties designated by them, without limitation as to the number of proxies granted.

Right to information

In accordance with the provisions of the Company's Articles of Association, the Regulations of the Annual General Meeting and the Spanish Corporate Law, it is hereby stated that, as of the publication of this call, shareholders are entitled to examine and obtain immediately and free of charge at the registered offices at Calle Claudio Coello 91, 4ª planta, 28006, Madrid and on the Company's website (www.naturhouse.com) in the Investor Relations section, and request the Company at the aforementioned postal address to also immediately send free of charge a copy of all the documents that may be required and others that are of interest to shareholders. Including the following in particular, without prejudice to any others:

I. The Financial Statements of Naturhouse Health, S.A. and the

Consolidated Financial Statements of Grupo Naturhouse Health, S.A. for the financial year ending 31 December 2018.

• II. The Management Report for Naturhouse Health, S.A. for the financial year ending 31 December 2018 and the Consolidated Management Report for said financial year.

• III. The Report on the Non-Financial Information of the Consolidated Group of Naturhouse Health, S.A. and subsidiaries for the 2018 financial year pursuant to the provisions of Act 11/2018.

• IV. The external Auditors' Report on the Financial Statements of Naturhouse Health, S.A. and the Consolidated Financial Statements of Grupo Naturhouse Health, S.A. for the financial year ending 31 December 2018.

• V. The full text of the proposed resolutions drawn up by the Board of Directors corresponding to the items on the Agenda, with Annexes 1 and 2.