Richter Gedeon Vegyeszeti Gyár Nyilvánosan Muködo Rt : GM - Invitation

The Chemical Works of Gedeon Richter Plc.

(Richter Gedeon Vegyészeti Gyár Nyilvánosan Működő Rt.) (H-1103 Budapest, Gyömrői út 19-21., hereinafter the Company)

hereby notifies its shareholders that the Company shall hold its Annual General Meeting ("AGM") on Tuesday, April 25, 2023 at 2.00 p.m. (Budapest time) (CAPS COAF ID: HU20230320009607)

The method of holding the general meeting: personal attendance

The venue of the AGM shall be at Mátyás u. 8, H-1093 Budapest (Budapest Music Center).

Agenda of the AGM

1. Report on the 2022 business activities of the Richter Group and presentation of the Richter Group's draft Consolidated Annual Report pursuant to the IFRS
2. Report of the Statutory Auditor on the Richter Group's draft 2022 Consolidated Annual Report pursuant to the IFRS
3. Report of the Supervisory Board including the report of the Audit Board on the Richter Group's draft 2022 Consolidated Annual Report pursuant to the IFRS
4. Approval of the Richter Group's draft 2022 Consolidated Annual Report pursuant to the
   IFRS
5. Report of the Board of Directors on the 2022 business activities of the Company (on the management, the Company's financial situation and business policy) and presentation of the Company's draft 2022 individual Annual Report prepared pursuant to the IFRS
6. Report of the Statutory Auditor on the Company's draft 2022 individual Annual Report prepared pursuant to the IFRS
7. Report of the Supervisory Board including the report of the Audit Board on the Company's draft 2022 individual Annual Report prepared pursuant to the IFRS
8. Approval of the Company's draft 2022 individual Annual Report pursuant to the IFRS
9. Resolution on the determination and allocation of the after-tax profit and the rate of dividends
10. Corporate Governance Report
11. Advisory vote on the amended remuneration policy of the Company
12. Advisory vote on the remuneration report of the Company on the financial year 2022
13. Amendments to the Company's Statutes
14. Report of the Board of Directors on the treasury shares acquired by the Company based upon the authorization in resolution of the General Meeting No.20/2022.04.12.
15. Authorization to the Board of Directors for the purchase of own shares of the Company
16. Election of members of the Board of Directors
17. Election of member of the Supervisory Board
18. Resolution on the remuneration of the members of the Board of Directors
19. Resolution on the remuneration of the members of the Supervisory Board
20. Election of statutory auditor
21. Resolution on the remuneration of the Company's statutory auditor
22. Miscellaneous

In its contents, the above agenda covers the number of draft resolutions to be proposed to the AGM, however, the agenda does not have the same number of points as the proposals for resolutions. Therefore the proposals for resolutions, to be published as described below, should be taken into account when voting and drafting potential detailed voting instructions to be given to proxyholders.

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Every registered common share with a nominal value of 100 HUF (one hundred Hungarian Forint) shall entitle its holder to one vote at the AGM. Shareholder's rights at the AGM may be exercised by the person who is the owner of the shares on the reference date for the identification of ownership and whose name is contained in the Share Register on the second business day before the first day of the AGM. The keeper of the Share Register shall ensure the possibility of exercising of the right of registration until 6.00 p.m. (Budapest time) of the second business day before the first day of the AGM. [Section 3:273 (2)-(3) of the Civil Code]

The AGM will be conducted with the personal presence of those entitled to participate. The shareholders may exercise their rights at the AGM either in person or through an authorized representative with a voting card or other certificate or electronic voting equipment issued by the Board of Directors entitling its holder to exercise voting rights (collectively: the "Voting Card").

The proxy empowering its holder to representation shall be incorporated into a public legal document or a private deed having full probative effect - also taking into account the international treaty in force between the country of issuance and Hungary (the Hungarian State) or the reciprocity (Subsection 3:110

1. of the Civil Code, Section 325 and Sections 593-594 of the Code of Civil Procedure) and shall be submitted prior to obtaining the certificate entitling its holder to the receipt of the Voting Card.

One representative may represent several shareholders; however, one shareholder may have only one representative. If the shareholder holds shares that are held on more than one securities account, it may authorize different representatives (proxy holders) for each securities account. However, with respect to the shares held by the same shareholder, the votes cannot be different, otherwise all votes of that shareholder are invalid.

A shareholder may also appoint a proxy (nominee) who - after being registered in the Share Register - may exercise rights of that shareholder towards the Company in his own name and for the benefit of the shareholder. [Section 3:256 of the Civil Code] Requirements regarding the content of the proxy to be given to the nominee, and rules concerning the nominee's person and method of acting are set out in Act CXX of 2001 on the Capital Market (CMA). [Sections 151-155 of the CMA]

The Company hereby requests the shareholders to indicate to the respective investment service providers their intention to attend the AGM, and the investment service providers to provide the data of the shareholders within the deadline as set forth in the announcement of KELER Zrt. The shareholders shall also, in person, by telephone or by e-mail,confirm their intention to attend the AGM to the Company's Shareholders' Relations Department on April 24, 2023, between 8.00 a.m. and 4.00 p.m. ("registration"). (Shareholders' Relations Department (Részvényiroda): 1103 Budapest, Gyömrői út 8., telephone: [phone], e-mail:[e-mail])

The Board of Directors shall hand over the Voting Cards at the venue of and before the commencement of the AGM, simultaneously to recording the name and the number of votes of the shareholders. The Company shall only issue a Voting Card to a shareholder whose ownership is confirmed by KELER Zrt. on the basis of its ownership identification process and is thus registered by the Board of Directors in the Share Register as the owner of the shares. Closing the Share Register shall not impede the right of a person whose name is contained in the Share Register in transferring his shares after the closure of the Share Register. The transfer of shares before the opening day of the AGM shall not preclude the right of a person whose name is contained in the Share Register from attending the AGM and from exercising his shareholder's rights [Section 3:273. (3) of the Civil Code].

The last trading day on the Budapest Stock Exchange that allows participation at the AGM is April 11, 2023.

The reference date for the ownership identification is April 13, 2023.

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The GDR shareholders shall be entitled to instruct the Bank of New York Mellon as Depositary to exercise their voting rights, if any, in accordance with the deposit agreement. The GDR shareholders, therefore, should contact the Bank of New York Mellon (240 Greenwich Street, New York, NY 10286, United States). The GDR shareholders must prove their ownership interest in the GDR respectively. The Depositary will not issue voting proxies after April 13, 2023.

The Board of Directors shall provide every shareholder who makes a written request with information necessary to enable the shareholder to evaluate items on the General Meeting agenda, so that the shareholder, who made such a request at least eight days before the AGM, shall receive the requested information at least three days prior to the General Meeting.

At the request of a shareholder, the Board of Directors shall grant the shareholder access to the relevant documents and data of the Company. The Board of Directors may decide that it will disclose information, or grant access to the documents on condition that the requesting shareholder makes a written declaration of confidentiality. The Board of Directors may refuse to disclose information or grant access to documentation or data if its dissemination would compromise business secrets of the Company, the shareholder abuses this right, or does not make a declaration of confidentiality after being requested by the Board of Directors. If the shareholder finds that the refusal of his request is unfounded, then he may request the Court of Registration to oblige the Company to provide the requested information and access to the documents [Sections 3:23 and 3:258 of the Civil Code, Section 7.11.4. of the Company's Statutes].

If shareholders with at least one percent of the votes inform the Board of Directors in writing at the latest within eight days following the publication of the agenda about their proposal to amend the Agenda - in accordance with the provisions on detailing the items of the agenda -, or table draft resolutions for items included or to be included on the agenda, the Board of Directors shall render an opinion on the request and publish a notice on the amended agenda and the tabled draft resolution within eight days. The issue indicted in such notice shall be regarded as added to the agenda. The Board of Directors may reject the shareholders' request if the fulfillment thereof infringed upon the law. If the Board of Directors rejects the shareholder's request, the Board of Directors shall publish a notification to that effect along with the reasons for the rejection [based on Section 3:259 of the Civil Code, Section 11.5.3. of the Company's Statutes].

The key data of the Company's draft consolidated annual report for the previous business year pursuant to the IFRS and its draft individual annual report prepared pursuant to the IFRS and of the report of the Board of Directors' and the Supervisory Board, the total number (proportion) of shares and voting rights at the date of convening the AGM, including separate summaries on the individual share classes together with the proposals relating to the items on the agenda, the Supervisory Board reports on these, and draft resolutions, as well as forms for voting via proxy shall be available for review from April 3, 2023on the websites of both the Budapest Stock Exchange (www.bet.hu) and the Company (www.gedeonrichter.com), as well as at the Company's Shareholders' Relations Department on business days, between 8.00 a.m. and 4.00 p.m..

The Board of Directors proposes the determination and distribution of dividends on common shares equal to 390% of the nominal value, this is HUF 390. The AGM shall approve the Company's audited balance sheet and determine the dividends to be distributed.

In lack of a quorum, the reconvened AGM shall be held at Mátyás u. 8, H-1093 Budapest (Budapest Music Center), on April 25, 2023 at 3:00 p.m. With the exception of cases where under given circumstances the presence of a larger number of shareholders is required in order to constitute a quorum, the reconvened AGM shall have a quorum for the purpose of considering items on the agenda of the original AGM if the shareholders representing more than 20% of the votes relating to the voting shares issued by the Company are presented in person or via proxy at the reconvened AGM and their shareholding or representation right has been duly evidenced.

Board of Directors of Gedeon Richter Plc.