Biofarm S A : 2023-08-30 Current Report - EGMS convening

• Translation from Romanian >> Biofarm output number: 324/30.08.2023

CURRENT REPORT

According to F.S.A. Regulations no. 5/2018

Report date: 30.08.2023

Name of the commercial company: BIOFARM S.A.

Registered office: Bucharest, no. 99 Logofatul Tautu Street, 3rd City District

Telephone no.: 021/301.06.87

Fax no.: 021/316.52.48

Website: www.biofarm.ro

Tax registration number: RO 341563

Order no. with the Trade Register: J40/199/1991

Fully paid-up share capital: 98.537.535 lei

The market on which company securities are traded - Bucharest Stock Exchange, BIO symbol

Important event to report:

The Board of Directors of Biofarm S.A. gathered on 30.08.2023, decided the convening of the Extraordinary General Meeting of Shareholders:

C O N V E N I N G

The Board of Directors of BIOFARM S.A. with tax identification number 341563 and order number with the Trade Register J40/199/1991, share capital LEI 98,537,535.00 fully subscribed and paid-up, website www.biofarm.ro, convenes, in compliance with the Companies Law No. 31/1990, republished, Law No. 297/2004 on capital market, Law No. 24/2017 on issuers of financial instruments and market operations, republished, the FSA Regulation No. 5/2018 on issuers of financial instruments and market operations, the Extraordinary General Meeting of Shareholders on 05.10.2023, at 12 o'clock p.m., at the company office of Bucharest, str. Logofătul Tăutu nr. 99, sector 3.

If the Meetings will not be able to be held due to quorum non-fulfilment, the second convening is on 06.10.2023, at the same time, at the same place and with the same agenda.

At the Extraordinary General Meeting of Shareholders, the shareholders registered in the

Shareholders' Register held by Depozitarul Central S.A. are entitled to attend and vote at the end

of 26.09.2023 - considered as the reference date.

On the date of convening of the Extraordinary General Meeting of Shareholders, the share capital of BIOFARM S.A. is of lei 98,537,535,00 divided into 985,375.350 shares with a nominal value of lei 0.10/share.

Each share gives the right to one vote within the General Meeting of Shareholders.

There are no different classes of shares.

There are no voting rights suspended on the date hereof.

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: [phone]; F: [phone]; Email: [e-mail]; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/5.02.1991

Account RO26 BRDE 441 SV 28095 174410, BRD Uniriil Branch

The Extraordinary General Meeting of Shareholders will have the following items on the agenda:

1. Approval of the election, based on Art. 129 of the Companies Law 31/1990, republished, of a secretariat for the Extraordinary General Meeting of Shareholders.
2. Approval of the ratification of the bilateral Promise of Sale - Purchase of the real property owned by BIOFARM S.A. in Iancu de Hunedoara Bd no. 40-42, District 1, Bucharest, executed on 24.08.2023.
3. Approval of the sale of the real property held by Biofarm S.A. in Iancu de Hunedoara Bd no. 40-42, District 1, Bucharest, to the company Iancu de Hunedoara Residence S.R.L. or to another affiliated natural person or legal entity in accordance with art. 7 point 26 of the Fiscal Code, at the price of 5 (five) million Euros. Approval of the execution of the Sale - Purchase Agreement until the latest of 13th of April 2025.
4. Approval of the empowerment of the Board of Directors of Biofarm S.A. to negotiate the Sale - Purchase Agreement.
5. Approval of the mandating of Andrei Hrebenciuc - Chairman of the Board of Directors for signing the real property Sale - Purchase Agreement.
6. Approval of the amendment of Article 3 of the Articles of Incorporation of the Company

by adding the CAEN code "6810 - Buying and selling own real estate" under the chapter Secondary Activities.

The revised article 3 of the Articles of Incorporation shall have the following content:

"ARTICLE 3 COMPANY OBJECT OF ACTIVITY

The main activity field: group CAEN 212 - Manufacture of pharmaceutical preparations

Main activity: CAEN 2120 code - Manufacture of pharmaceutical preparations Secondary activities:

• CAEN 1082 code - Manufacture of cocoa, chocolate and sugar confectionery
• CAEN 1089 code - Manufacture of other food products n.e.c.
• CAEN 2041 code - Manufacture of soap and detergents, cleaning and polishing preparations
• CAEN 2042 code - Manufacture of perfumes and toilet preparations
• CAEN 2110 code - Manufacture of basic pharmaceutical products
• CAEN 3250 code - Manufacture of medical and dental instruments and supplies
• CAEN 3312 code - Repair of machinery
• CAEN 3511 code - Production of electricity
• CAEN 3600 code - Water collection, treatment and supply
• CAEN 4511 code - Sale of cars and light motor vehicles (under 3.5 tons)
• CAEN 4636 code - Wholesale of sugar and chocolate and sugar confectionery
• CAEN 4645 code - Wholesale of perfume and cosmetics
• CAEN 4646 code - Wholesale of pharmaceutical goods
• CAEN 4675 code - Wholesale of chemical products
• CAEN 4690 code - Non-specialised wholesale trade
• CAEN 4719 code - Other retail sale in non-specialised stores
• CAEN 4729 code - Other retail sale of food in specialised stores
• CAEN 4773 code - Dispensing chemist in specialised stores
• CAEN 4789 code - Retail sale via stalls and markets of other goods
• CAEN 4791 code - Retail sale via mail order houses or via Internet
• CAEN 4799 code - Other retail sale not in stores, stalls or markets
• CAEN 4939 code - Other passenger land transport n.e.c.
• CAEN 4941 code - Freight transport by road
• CAEN 5210 code - Warehousing and storage
• CAEN 5224 code - Cargo handling
• CAEN code 6810 - Buying and selling own real estate
• CAEN 6820 code - Renting and operating of own or leased real estate

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: [phone]; F: [phone]; Email: [e-mail]; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/5.02.1991

Account RO26 BRDE 441 SV 28095 174410, BRD Uniriil Branch

• CAEN 7120 code - Technical testing and analysis
• CAEN 7219 code - Other research and experimental development on natural sciences and engineering
• CAEN 7320 code - Market research and public opinion polling

The company will develop import - export activities with the goods specified in the main and secondary activity."

1. Approval of the date of 25.10.2023 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017 republished.
2. Approval of the date of 24.10.2023 as ex date, in compliance with the provisions of Art. 176 (1) from the FSA Regulation No. 5/2018 and Art. 2 (2) letter l from the FSA Regulation No. 5/2018.
3. Approval of the mandating of Andrei Hrebenciuc - Chairman of the Board of Directors for signing all the documents issued following the Extraordinary General Meeting of Shareholders, as well as the updated Articles of Incorporation.

1. Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda of the E.G.M.S..
   According to the provisions of Art. 1171 para. (1) of Law No. 31/1990, republished, and of

Art. 105 para. (3) of Law No. 24/2017, republished, one or more shareholders representing individually or together at least 5% from the share capital of the Company, may request the Board of Directors of the company to introduce new items on the agenda of the E.G.M.S. and/or to present draft resolutions for the items included or proposed to be included on the agenda of the E.G.M.S., within 15 days from the publication of the convening, in compliance with the following conditions:

i. In case of natural person shareholders, the requests must be accompanied by the copies of shareholders' identity documents, which must allow their identification in the company's shareholders' register held by the Depozitarul Central S.A..

1. The quality of shareholder, as well as, in the case of legal person shareholders or of entities without legal personality, the quality of legal representative is found based on art. 194 (1) from Regulation No. 5/2018, based on the following documents presented to the issuer by the shareholder:
   a) the account statement from which the quality of shareholder and the number of shares held result;

1. the documents certifying the information registration regarding the legal representative with the Depozitarul Central/respective participants.
   In all cases, documents certifying the quality of legal representative drafted in a foreign language, other than English language, shall be accompanied by a translation performed by a sworn translator in Romanian or in English language.
   iii. To be accompanied by a justification and/or by a draft resolution proposed for adoption;
   iv. The proposals regarding the introduction of new items on the agenda and of draft resolutions proposed for the approval of the E.G.M.S. must be sent/submitted and recorded at the registered office of the company in Bucharest, str. Logofătul Tăutu nr. 99, sector 3, cod poştal
   031212, until the end of 19.09.2023, in original, signed by shareholders or their legal representatives, mentioning on the envelope in print and in capital letters: « FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 05/06.10.2023».

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: [phone]; F: [phone]; Email: [e-mail]; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/5.02.1991

Account RO26 BRDE 441 SV 28095 174410, BRD Uniriil Branch

1. Asking questions, in compliance with Art. 198 from the Regulation No. 5/2018 on the items on the agenda of the E.G.M.S.

Each shareholder may ask questions to the company by a document that will be submitted/sent and registered at the registered office of the company from Bucharest, str. Logofătul Tăutu, nr. 99, sector 3, cod poștal 031212, until the end of 02.10.2023, in original, signed by the shareholder or its legal representative, mentioning on the envelope in print and in capital letters: « FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 05/06.10.2023».

The same identification requirements specified in letter A from this notice to attend ("Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda of the E.G.M.S.") shall be also applicable to shareholders/the shareholders' legal representative who is asking questions regarding the items on the agenda of the General Meeting of Shareholders.

The company may formulate a general answer to the questions with the same content that will be available on the company website in the Frequently asked questions section, in question-answer format.

1. Voting

Shareholders may exercise their voting right directly, by a representative or by mail.

C.1. Direct voting within the E.G.M.S.

The access of shareholders entitled to attend the general meeting of shareholders is allowed by simply proving their identity, performed in case of natural person shareholders with the identity document or, in case of represented legal person shareholders and natural person shareholders, with the empowerment given to the natural person representing them - except for the legal representative (who also is to present the identity document), in compliance with the applicable legal provisions and with the provisions contained in this notice to attend.

In case of legal person shareholders or of entities without legal personality, the quality of legal representative is found based on the shareholders' list from the reference date received from the Depozitarul Central S.A.. In case the shareholders' register on the reference date does not contain data regarding the quality of legal representative or they are not updated, this quality shall be proved with a confirmation of company details issued by the Trade Register, presented in original or in a certified true copy, or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, attesting the quality of legal representative.

The documents certifying the quality of legal representative of the legal person shareholder shall be issued no more than 3 months before the publication date of the notice to attend of the general meeting of shareholders.

Shareholders who do not have legal competence, as well as legal persons, can be represented by their legal representatives, who, in turn, may issue an empowerment to other persons.

C.2. Representation based on empowerment at the E.G.M.S.

Shareholders may be represented at the E.G.M.S. through other persons, based on a special empowerment (power of attorney) or of a general empowerment.

For this type of vote, the special empowerment forms must be used (in Romanian or in English language) in compliance with the provisions of the applicable legislation, which will be made available by the Board of Directors of the company or by a general empowerment drafted in compliance with the provisions of Art. 202 from Regulation No. 5/2018.

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: [phone]; F: [phone]; Email: [e-mail]; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/5.02.1991

Account RO26 BRDE 441 SV 28095 174410, BRD Uniriil Branch

Legal person shareholders or entities without legal personality attending the E.G.M.S. through another person than the legal representative, shall necessarily use a special or a general empowerment, under the conditions specified above.

1. Representation based on special empowerment (power of attorney)

The forms of special empowerment will be available in Romanian language and in English language starting with 05.09.2023, until 4 o'clock p.m., at the Company office and on the internet page of the company, www.biofarm.ro. If a shareholder assigns, by special empowerment, as a proxy, another person, the form of special empowerment for natural persons or legal persons shall be used, as the case may be.

i. In case of natural person shareholders, special empowerments shall be accompanied by the copies of the identity documents of shareholders, who must allow their identification in the company's shareholders' register held by the Depozitarul Central S.A..

1. The quality of legal representative of the person who signed the empowerment (power of attorney) is found based on the shareholders' list from the reference date received from the Depozitarul Central S.A.. If the shareholders' register does not contain data regarding the quality of legal representative or they are not updated, this quality is proved with a confirmation of company details in original or in a certified true copy, issued by the Trade Register or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, with a period of maximum 3 months in relation with the date of publication of the notice to attend of the General Meeting, which would allow the identification of the legal representative.
   Shareholders shall fill in and sign the special empowerments (powers of attorney) in three original counterparts: one for the shareholder, one for the representative and one for the company. The copy for the company, filled-in and signed, as well as the accompanying documents, are submitted in person or are transmitted to the office of BIOFARM S.A. of Bucharest, str. Logofătul Tăutu, nr. 99, sector 3, cod poştal 031212, until 03.10.2023, at 12 o'clock p.m., in a sealed envelope, with the mention in print and in capital letters: « FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 05/06.10.2023 » or sent to the e-mail addresses: [e-mail] [e-mail] the same date and time, with the embedded extended electronic signature, pursuant to Law No. 455/2001 on electronic signature - republished, under the sanction of losing the voting right.
   A shareholder is forbidden to express different votes based on the shares held by him/her at the same company.
   A shareholder gives, within the special empowerment (power of attorney) form specific voting instructions to the person representing him/her, for each item on the agenda of the General Meeting of Shareholders.
   If by the empowerment, several alternate representatives are appointed, the order in which they will exercise their mandate will be established as well.
   A person acting as the representative may represent several shareholders, the number of shareholders thus represented being unlimited. If a representative holds different empowerments conferred by several shareholders, he/she is entitled to vote for a shareholder differently as compared to the vote for another shareholder. The person representing several shareholders based on empowerments expresses the votes of the represented persons by summing up the number of votes "for" and "against" without compensating them (for example, in item x from the agenda, I am representing "a" votes "for" and "b" votes "against"). In the case of special empowerments, the votes thus expressed are valid based on copy 3 of the special empowerment.

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: [phone]; F: [phone]; Email: [e-mail]; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/5.02.1991

Account RO26 BRDE 441 SV 28095 174410, BRD Uniriil Branch