S C Ropharma S A : Notice of O&EGSM 28.04.2022

SUMMONING

OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE

SHAREHOLDERS OF ROPHARMA S.A.

The Board of Administrators of ROPHARMA S.A. (the "Company"), met by long-distance communication means on March 22nd 2022, 16:00 hours, summons, pursuant to article 117 item 1 of Law 31/1990, republished, with its subsequent alterations and additions, regarding the trade companies, and pursuant to article 14 of the Company's Articles of Incorporation, the Ordinary General Meeting of the Shareholders for April 28th 2022, 11:00 hours and the Extraordinary General Meeting of the Shareholders for April 28th 2022, 13:00 hours at the Company's headquarters in Brasov, 55 Iuliu Maniu Street, for all the shareholders registered in the shareholders' register at the end of April 19th 2022, which has been established as reference date.

1. The Ordinary General Meeting of the Shareholder's Agenda:

• a. The approval of the individual financial statements of the Company, relating to the fiscal year 2021, based on the reports submitted by the Board of Administrators and by the financial auditor, as well as profit's repartition, without the distribution of any dividends.

• b. The approval of the consolidated financial statements, relating to the fiscal year 2021 of the Company and of its affiliates: ROPHARMA LOGISTIC S.A., AESCULAP PROD S.R.L., ICS EUROFARMACO S.A., TEO HEALTH S.A.

• c. The approval of the income and expenses budget of the Company for 2022.

• d. The approval of the investment budget for 2022

• e. Analysis and ruling upon the Board of Administrators' management and the administrators' discharge of management.

• f. Ratification of the documents and actions of the members of the Board of Directors and of the executive leadership of the Company, regarding year 2021.

• g. The approval of the remuneration report of the company managers for the year 2021, according to art. 107 of Law no. 24/2017.

• h. The appointment of the empowered persons to attend the General Assemblies of the Shareholders of the companies where Ropharma has ownership, as well as the appointment of competences to this end.

• i. Election of external financial auditor.

• j. Election of seven members of the Board of Directors, following the expiration of the term and establishment of their remuneration.

  The list containing information regarding the name, domicile and professional qualifications of the proposed persons for the position of administrator can be found on the company websitewww.ropharma.ro,and at the company headquarters in Brasov, 55 Iuliu Maniu Street.

  Proposals regarding candidates for the position of administrator can be made until the date of April 22nd 2022. These may be sent by mail with confirmation of receipt to the address of the company: 55 Iuliu Maniu Street, 500091, Brasov County, by fax on 0268 547231 or by e-mail:[e-mail].

• k. Establishing the date of May 20th 2022 as registration date, according to FSA Regulation no. 5/2018.

• j. Establishing the date of May 19th 2022 as ex-date, according to FSA Regulation no. 5/2018.

• k. The empowerment of the natural persons who shall fulfill the publicity and registration formalities regarding the Extraordinary General Assembly of Shareholder's Decisions.

  2. The Extraordinary General Meeting of the Shareholder's Agenda:

• a. The delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS's Decision in the Romania's Official Journal, 4th part, of the competence to purchase or to sell real estates, within the value limit of maximum 20% of the total value of the fixed assets, not including the fixed receivables.

• b. The delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS's Decision in the Romania's Official Journal, 4th part, of the attributions set forth by article 14, item 6, letters b), c) and d) of the Company's Articles of Incorporation, regarding the moving of the Company's headquarters, the change of the secondary object of activity and the establishment or the termination of secondary headquarters.

• c. The delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS's Decision in the Romania's Official Journal, 4th part, of the attributions of subscription and payment to the share capital of the existing or future affiliates.

• d. The delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS's Decision in the Romania's Official Journal, 4th part, of the possibility to appoint or revoke administrators and to open or close secondary headquarters in the companies within Ropharma holds a stake.

• e. The delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS's Decision in the Romania's Official Journal, 4th part, of the attribution to acquire or sale goodwill - pharmacy licenses and/or shares/social parts at companies and empower the Board of Administrators to negotiate the price and signing the agreements.

• f. Ratification of the Decision of the Board of Administration no. 6/22.03.2022 regarding the approval on the increase of the amount of the current credit granted on the grounds of the Credit Agreement no. 05310 of 24.08.2005 from 10,800,000 EUR to 10,900,000 EUR contracted by Ropharma SA as a borrower, co-debtor or guarantor with the companies Teo Health S.A., Ropharma Logistic S.A., Bioef SRL si Aesculap Prod S.R.L., from ING Bank NV Amsterdam Branch Bucharest, as well as securing this credit with the existing collaterals that can be extended, maintained or renewed.

• g. Establishing the date of May 20th, 2022 as registration date, according to FSA Regulation no. 5/2018.

• h. Establishing the date of May 19th, 2022 as ex-date, according to FSA Regulation no. 5/2018.

• i. The empowerment of the natural persons who shall fulfill the publicity and registration formalities regarding the Extraordinary General Assembly of Shareholder's Decisions.

  Only the shareholders registered in the Company's Shareholders Register on the reference date can attend in the general meetings and may exercise their right to vote, personally (or by proxies, in the case of shareholders which are legal entities), by proxy, based on the special or general power or attorney (Power of Attorney), or by correspondence, based on voting bulletin by correspondence.

The shareholders may be represented in the general meetings by other persons, based on a special or general power or attorney (Power of Attorney).

The special power of attorney forms, in Romanian as well as in English, can be obtained at the Company's headquarters - the Shareholding Service, or they can be downloaded from the Company's website.

The General Powers of Attorneys (Powers of Attorney) shall be elaborated pursuant to the provisions of FSA Regulation no. 5/2018.

The shareholders may grant a generally valid power of attorney for a period of time not exceeding 3 years, allowing to their appointed proxy to vote in all the aspects being discussed during the general assemblies, with the condition that the general power of attorney is provided by the shareholder, as customer, to an intermediary defined according to article 2, item (1), point 20 of Law 24/2017.

The general powers of attorney, before their first usage, shall be submitted at the Company 48 hours before the general meetings, in copy, including the mention "A true copy of the original", under the signature of the proxy, or sent by email [e-mail],bearing the extended e-signature, incorporated according to Law 455/2001 regarding e-signatures. The certified copies of the general powers of attorney are kept by the company, mentioning them in the general assemblies' Minutes.

The shareholders cannot be represented in general meetings, based on a general power of attorney, by a person found in a situation of conflict of interests, according to the provisions of article 105, paragraph (15), of Law 24/2017.

In the case where the person empowered by the general power of attorney is a legal entity, this can exercise the mandate they have received using any person who is a part of the management or leadership bodies, or by any of their employees, submitting documents proving their quality, in original or in true copies of the original.

The access and/or the vote by correspondence of the shareholders entitled to attend the Shareholders' General Meetings is allowed by the simple proof of their identity, performed, in case of natural persons, using their Identity Card (Identity Card for Romanian citizens or, according to the case, passport / residence permit for foreigners) or, in the case of legal entities and of shareholders who are represented natural persons, based on the special or general power or attorney for, given to the natural person representing them.

The representatives of shareholders who are legal entities shall prove their quality as follows:

• • The legal representative - based on an official document proving their quality (e.g. Articles of Incorporation, Excerpt / Confirmation of Company Details, delivered by the Companies' Register or other proof delivered by a competent body);

• • The person to which the representation competence has been assigned - together with the aforementioned documents (proving the quality of legal representative of the person signing the Delegation), shall also submit the power of attorney, signed by the legal representative of the respective legal entity.

The representatives of natural persons, as well as those of legal entities, shall be identified based on their Identity Card (Identity Card for Romanian citizens or, according to the case, passport / residence permit for foreigners).

The special power of attorney and the correspondence voting forms, available in Romanian as well as in English, can be obtained at the Company's headquarters - Shareholding Department, or they can be downloaded from the Company's website, starting with March 28th 2022. An original counterpart of the special power of attorney and/or of the correspondence voting forms, filled in and signed, accompanied by the aforementioned documents, shall be submitted/sent so that they can be registered by the Company, until April 26th 2022 17:00 hours, the latest. The special powers of attorney, accompanied by the shareholders' identity documents can also be sent via e-mail, with extended e-signature, incorporated according to Law 455/2001 regarding the e-signature, so that they can be registered by the Company, until April 26th 2022, 17:00 hours, the latest, at the e-mail [e-mail],mentioning in the subject "For OGMS & EGMS from April 28th 2022". On the date of general meetings, the appointed representative shall submit the originals of the special powers of attorney, in the case where they have been sent via e-mail, with extended incorporated e-signature.

The final form of the special powers of attorney and of correspondence voting forms shall be available on the Company's website,www.ropharma.ro,as well as at the Company's headquarters in Brasov, 55 Iuliu Maniu Street, 2nd floor, starting from April 22nd 2022.

One or several shareholders, individually or collectively representing at least 5% of the Company's share capital have the right, according to the law, to insert new items on the Agenda, provided that each item is accompanied by a reasoning or by a decision project, proposed to be adopted by the General Meeting, as well as to present decision projects for the items included or proposed to be included on the Agenda, by registered letter / by courier, in an envelope, so that they would be registered at the Company's headquarters until April 12 2022, 13:00 hours the latest, or to be sent via e-mail with extended e-signature, incorporated according to Law 455/2001 regarding e-signatures, so that they can be registered at the Company's headquarters until April 12 2022, 13:00 hours the latest, at the e-mail [e-mail],mentioning in the subject "For OGMS & EGMS from April 28th 2022".

Any interested shareholder has the right to address questions regarding the items on the Agenda, so that they can be registered by the Company, until April 22nd 2022, 17:00 hours the latest. The Company shall formulate a general answer to the questions on the same subject. The answer to shareholders' questions shall be provided during the meeting, or shall be available on the Company's website, under a Q&A form.

To be able to exercise the aforementioned rights, the shareholders shall also sent to the Company the copy of the shareholder natural person's Identity Card (Identity Card/Passport/Residence Permit), respectively a copy of the Confirmation of Company Details, delivered by the Companies' Register or any other proof delivered by a competent body, regarding the identity of the legal representative of the shareholder legal entity.

The decisions drafts and the informative materials can be consulted at the Company's headquarters, every work day, between 9:00 and 17:00, or on the Company's website(www.ropharma.ro - Investors' Section - Shareholding Information), starting on March 28th 2022.

In the case where, on April 28th 2022, the legal and statutory quorum is not met, in order to validate the meeting, the Ordinary and Extraordinary General Meeting of the Shareholders shall be held on April 29th 2022, same place and time, with the same Agenda.

Additional information can be obtained at the Company's headquarters in Brasov, 55 Iuliu Maniu Street, 500091, or at the following phone numbers: 0268/547230, between 09 :00 and 17 :00, as well as on the Company's websitewww.ropharma.ro/Investitori/InformatiiActionariat.

Dr. pharm. MIHAI MIRON

CEO

Str. Iuliu Maniu nr. 55, et. 1, 500091, jud. Brasov Tel : [phone] ; Fax : [phone]