RESOLUTION OF

THE ORDINARY GENERAL SHAREHOLDERS MEETING

MED LIFE S.A.

No. 1/29.04.2024

The ordinary general shareholders meeting of MED LIFE S.A. (the "Meeting"), a joint stock company managed in a one tier system and functioning under the laws of Romania, having its headquarters in Romania, Bucharest, Calea Grivitei no. 365, district 1, registered with the National Office of the Trade Registry associated with the Bucharest Tribunal, under no. J40/3709/1996, EUID ROONRC.J40/3709/1996, sole registration code 8422035, having a share capital subscribed and paid of 132,870,492 RON (hereinafter the "Company"), legally and statutorily convened, on the grounds of art. 117 of the Companies Law no. 31/1990, republished, as further amended and supplemented, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as further amended and supplemented ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's articles of association, by publication of the convening notice in the Official Gazette of Romania, Part IV no. 1541/28.03.2024and in the newspaper "Adevarul", edition of 28.03.2024, as well as by sending the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority in the current report no. 1 of 27.03.2024,

Legally and statutorily assembled on 29.04.2024, at 10.00 hours, in the first convening at the headquarters of the Company located in Bucharest, Calea Grivitei no. 365, district 1, attended in person or by representation as well as be casting the votes through correspondence, by a number of 57 shareholders holding on the Reference Date 22.04.2024 a total number of 438,674,504 shares bearing voting rights, representing 82.6028% of the total voting rights and 82.5380% of the share capital of the Company on the Reference Date,

RESOLVES

1. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting

approves

The approval of the individual annual financial statements of the Company as at 31.12.2023, prepared in accordance with International Financial Reporting Standards,

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based on the reports presented by the Board of Directors and the Company's financial

auditor.

  1. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
    approves
    The approval of the consolidated annual financial statements as at 31.12.2023, prepared in accordance with International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company's financial auditor.
  2. By a total number of 438,674504 shares for which valid votes have been cast, representing 82.5380% of the Company's share capital and a total number of 437,280,404 votes cast validly, of which 437,280,404 votes were cast "for" representing 99.6822% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 1,394,100 votes were cast "against" representing 0.3178% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 0 (zero) votes casted "abstained"
    approves
    The approval of the discharge of the members of the Board of Directors from responsibility for the financial year 2023.
  3. By a total number of 438,674,504 shares for which valid votes have been cast, representing 82.5380% of the Company's share capital and a total number of 427,836,432 votes cast validly, of which 402,582,672 votes were cast "for" representing 94.0973% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 25,253,760 votes were cast "against" representing 5,9027% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 10,838,072 votes casted "abstained"
    approves
    The approval of the aggregate amount of RON 8,800,000/year in net amount as the general limit of (i) all additional remuneration that may be granted to members of the Board of Directors and (ii) all remuneration of the executive managers of the Company.

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  1. By a total number of 438,674,504 shares for which valid votes have been cast, representing 82.5380% of the Company's share capital and a total number of 430,584,756 votes cast validly, of which 405,188,891 votes were cast "for" representing 94.1020% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 25,395,865 votes were cast "against" representing 5.8980% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 8.089.748 votes casted "abstained"
    approves
    Approval of the Remuneration Report of the members of the Board of Directors and executive managers of the Company for the year 2023, as presented to the shareholders (consultative vote).
  2. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
    approves
    The approval of the revenue and expenditure budget and the business programme of the Company at individual level for the financial year 2024.
  3. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
    approves
    The approval of the consolidated revenue and expenditure budget and business programme for the financial year 2024.
  4. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
    approves
    The empowerment of the Chairman of the Board of Directors of the Company to draw up and sign on behalf of the Company, to file any documents and to issue any required affidavits and to fulfil any formalities regarding the OGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents

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  • deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.

The aforementioned resolutions have been prepared and signed in Bucharest, in 4 original copies, each comprising 4 pages, today 29.04.2024.

Meeting Chairman

Meeting Secretary

Mihail Marcu

Silviu-Ioan Lazăr

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Med Life SA published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 11:26:33 UTC.