Zentiva S A : Draft Resolution_OGMS_29.04.2024

Draft Resolution of the Ordinary Shareholders' General Meeting of

ZENTIVA SA

Trade Registry number: J40/363/1991

Sole Registration Code: 336206

Subscribed and paid share capital: RON 69,701,704

Date: 29 April/ 30 April 2024, 09:30 a.m. - first/second convening

The Ordinary Shareholders' General Meeting of ZENTIVA SA (the "Company"), gathered validly in the meeting on 29 April/ 30 April 2024, 09:30 a.m. - first/second convening, having as reference date 17 April 2024 (the "OGMS"), with a quorum of __________% of the total registered share capital, out of which ____________________ represents ______________% of the registered share capital of the Company and other shareholders represent __________% of the registered capital of the Company, without the participation of other shareholders at the OGMS, for the purpose of approving the items listed in the agenda, decides as follows:

1.

Approval of the annual financial statements prepared for the financial year ended 31 December 2023, together with the Directors' Annual Report and the Independent Auditor's Report.

The votes are cast by open vote.

The resolution was adopted with _______________ votes, out of a total number of ______________ votes validly expressed as follows:

- Affirmative votes:	______________
- Negative votes	______________
- Abstentions:	______________

2. Approval of the income and expenses budget for the financial year 2024.

The votes are cast by open vote.

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

Zentiva SA - 50 Theodor Pallady Blvd. - 032266, 3rd District, Bucharest - Romania tel. [phone] - fax [phone],

3.

Approval of the allocation of the Company's net profit for the financial year ended 31 December 2023, determined in accordance with the applicable law, to the reported result in the 117 "Reported result" accounting account, being at the Company's disposal until a further decision.

The votes are cast by open vote.

The resolution was adopted with _____________ votes, out of a total number of _____________ votes validly expressed as follows:

- Affirmative votes:	_____________
- Negative votes	_____________
- Abstentions:	_____________

4. Approval of the discharge of liability of the members of the Board of Directors for the financial year 2023.

The votes are cast by open vote.

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

5. Establishing the remuneration for the members of the Board of Directors for the financial year 2024 at a maximum aggregate limit of RON 2,666,333.

The votes are cast by open vote.

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

6. Approval of the Remuneration report for the management of the Company for the financial year ended 31 December 2023.

Zentiva SA - 50 Theodor Pallady Blvd. - 032266, 3rd District, Bucharest - Romania tel. [phone] - fax [phone],

The votes are cast by open vote.

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

• 7. The appointment of Mrs. Andreea-Elena Manta as member of the audit committee of the Company, qualified as financial auditor, as this position is currently held my Mrs.

  Andreea-Elena Manta as a provisional member of the audit committee of the Company.

  The mandate of the new member of the audit committee will be valid until 21 March 2027, inclusively.

  For the avoidance of doubts, this item 7 on the agenda also implies the confirmation and ratification of the appointment of Mrs. Andreea-Elena Manta as a member of the audit committee of the Company, as well as of the conclusion of the service agreement with her, retroactively from the date of her provisional appointment by the Board of Directors of the Company, as of 19 December 2023. This confirmation and ratification shall validate the acts and decisions taken by Mrs. Andreea-Elena Manta, in her capacity as audit committee member, up to this date.

  The votes are cast by open vote.

  The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

  - Affirmative votes:	_______________
  - Negative votes	_______________
  - Abstentions:	_______________

• 8. Approval of 20 May 2024 as registration date, identifying the shareholders which will benefit from the effects of the resolutions adopted by the OGMS, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017 and the date of 17 May 2024 as "ex-date", computed in accordance with the provisions of art. 2 para. (2) letter (l) of Regulation 5/2018.

  The votes are cast by open vote.

Zentiva SA - 50 Theodor Pallady Blvd. - 032266, 3rd District, Bucharest - Romania

tel. [phone] - fax [phone],

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

9.

Authorisation of the Board of Directors and/or of any member of the Board of Directors and/or of the Company's General Manager, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including the resolutions of the OGMS of the Company, to file, to request the publication of the resolutions in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the resolutions which will be adopted by the OGMS.

The votes are cast by open vote.

The resolution was adopted with ____________ votes, out of a total number of ______________votes validly expressed as follows:

- Affirmative votes:	_______________
- Negative votes	_______________
- Abstentions:	_______________

Votes were given on a voting paper provided to the shareholders by the technical secretary of the meeting.

The number of shares for which valid votes were expressed was ________________representing _________________% of the registered share capital.

The total number of votes validly expressed was _______________.

………… ..

Chairman of the Ordinary Shareholders' General Meeting

………… ..

Secretary of the Ordinary Shareholders' General Meeting

Zentiva SA - 50 Theodor Pallady Blvd. - 032266, 3rd District, Bucharest - Romania tel. [phone] - fax [phone],