Garofalo Health Care

AGM Information • Mar 29, 2023

GAROFALO HEALTH CARE S.P.A.

Registered office in Rome - Piazzale delle Belle Arti No. 6 Share Capital Euro 31,570,000 Enrolled at the Company Registration Office of Rome – Tax Code 06103021009 VAT No. 03831150366 Economic & Administrative Index No. RM - 947074

SHAREHOLDERS' MEETING CALL NOTICE

The Shareholders' Meeting is called to meet on April 28, 2023, at 3 PM, in single call, at the Company's registered office in Rome, Piazzale delle Belle Arti No. 6, to discuss and vote on the following:

Agenda

• 1. Financial Statements of Garofalo Health Care S.p.A. as of December 31, 2022. 2022 Report of the Board of Directors. Report of the Board of Statutory Auditors and of the Independent Audit Firm. Presentation of the Consolidated Financial Statements as of December 31, 2022 and of the 2022 Consolidated Non-Financial Statement pursuant to Legislative Decree No. 254 of December 30, 2016 and Regulation (EU) No. 2020/852 of June 18, 2020. Resolutions thereon.
• 2. Allocation of the net profit. Resolutions thereon.
• 3. Resolutions on the "Report on the Remuneration Policy and remuneration paid" in accordance with Article 123-ter of Legislative Decree No. 58 of February 24, 1998 (CFA) and Article 84-quater of Consob Regulation No. 11971/1999 (Regulation implementing CFA, concerning the discipline of issuers):
  • 3.1. binding vote on the remuneration policy for 2023 set out in the first section of the Report. Resolutions thereon;
  • 3.2. non-binding vote on the second section of the Report regarding remuneration paid in, or relating to, 2022. Resolutions thereon.
• 4. Authorisation to purchase and dispose of treasury shares (buyback) pursuant to Articles 2357 and subsequent of the Civil Code, 132 of Legislative Decree No. 58 of February 24, 1998 (CFA), 144-bis of Consob Regulation No. 11971/1999 (Regulation implementing CFA, concerning the discipline of issuers), 5 of EU Regulation No. 596/2014 (MAR), 3 and 4 of Commission Delegated Regulation (EU) No. 2016/1052, subject to revocation of the previous authorisation to purchase and dispose of treasury shares. Resolutions thereon.

******

The Company has decided to use the option established by Article 106 of Decree Law No. 18 of March 17, 2020 (converted with amendments by Law no. 27 of April 24, 2020 as last extended by Decree-Law No. 198 of December 29, 2022, converted with amendments by Law No. 14 of February 24, 2023, the "Decree Law 18/2020"), providing - also as an exception to the Company By-Laws - that the participation of shareholders at the Shareholders' Meeting will take place exclusively through the Designated Agent appointed pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 ("CFA"), without physical attendance by shareholders, according to the procedures indicated in this call notice.

******

SHARE CAPITAL AND VOTING RIGHTS

As of the date of this call notice, pursuant to Article 5 of the By-Laws, the share capital is equal to Euro 31,570,000.00, and is divided in 90,200,000 ordinary shares without nominal value. Of these, 88,254,600 are single-vote shares, and 1,945,400 are shares which have gained multi-vote rights as per Article 7 of the By-Laws. The latter are therefore entitled to two votes per share, for a total of 3,890,800 voting rights. As of date of this call notice, therefore, the total number of voting rights is 90,730,890 (net of 1,414,510 treasury shares, representing approximately 1.57% of the share capital, whose voting right is suspended pursuant to law).

RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING

Pursuant to Article 83-sexies of the CFA and Article 19 of the By-Laws, the right to vote at the Shareholders' Meeting - which may be exercised exclusively though the Designated Agent - is conferred by a communication - which must be requested by each vote-holder - sent to the company by an intermediary. This is issued by the intermediary authorised to maintain the accounts, in accordance with applicable legislation, and on the basis of the accounting records at the end of the seventh trading day before the date set for the Shareholders' Meeting in single call (i.e. April 19, 2023, "record date"). Those who hold shares only after the record date will not have the right to attend or vote at the Shareholders' Meeting.

The Communication from the intermediary must be received by the Company by the end of the third trading day before the Shareholders' Meeting is held in single call (i.e. by April 25, 2023). The right to attend and vote at the Shareholders' Meeting - exclusively through the Designated Agent - remains valid if the communication is sent to the Company outside the time-frame indicated here, but by the beginning of the Shareholders' Meeting.

Voting may not take place through correspondence or electronic means.

The Directors, the Statutory Auditors, the Secretary of the meeting, the representative of the Independent Audit Firm and the Designated Agent pursuant to Article 135-undecies of the CFA may attend the Shareholders' Meeting through the use of remote connection systems that allow identification in compliance with current and applicable provisions, in the manner that will be communicated to them individually.

PARTICIPATION AT THE SHAREHOLDERS' MEETING AND ASSIGNING OF PROXY TO THE DESIGNATED AGENT

As allowed by Article 106 of the Decree Law 18/2020, those with the right to vote may participate in the Shareholders' Meeting exclusively through Monte Titoli S.p.A. with registered office in Piazza degli Affari 6, Milan ("Monte Titoli"), as Designated Agent of the Company, pursuant to Article 135-undecies of the CFA (the "Designated Agent").

Proxy and voting instructions on all or a selected number of the proposals on the Agenda may be conferred without incurring expense (except for any sending costs) using the form which can be found, along with instructions for its compilation and delivery, on the Company's website: www.garofalohealthcare.com, Governance/Shareholders' Meeting section.

The proxy with voting instructions must be received by the Designated Agent (together with a copy of a currently valid identity document of the Principal or, if the Principal is a legal person, of the pro tempore legal representative or of another subject with appropriate powers, together with appropriate documentation certifying its qualification and powers) by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by April 26, 2023), by the following alternative methods: (i) transmission of a copy reproduced electronically (PDF) to the certified email address RD@pec.euronext.com (subject "Proxy for GHC 2023 Shareholders' Meeting") from one's own certified email address (or, failing that, sending an electronic copy signed with a qualified or ature to the same email address RD@pec.euronext.com and with the same subject, from an ordinary email address); (ii) transmission of the original, by courier or registered letter with return receipt, to the address Monte Titoli S.p.A., Ufficio Register & AGM Services, Piazza degli Affari 6, 20121 Milan (Ref. "Proxy for GHC Shareholders' Meeting 2023"), sending in advance a copy reproduced electronically (PDF) by ordinary email to the email address RD@pec.euronext.com (subject "Proxy for GHC 2023 Shareholders' Meeting").

Proxy delegated to the Designated Agent is valid only for the proposals on which voting instructions are provided.

The proxy and the voting instructions are revocable by the end of the second trading day before the date of the Shareholders' Meeting (i.e. by April 26, 2023), according to the means indicated above.

Pursuant to Article 106, paragraph 4 of the Decree Law 18/2020, the Designated Agent may also be granted proxies and/or sub-delegations pursuant to Article 135-novies of the CFA, as an exception to Article 135-undecies, paragraph 4, of the CFA.

Those not wishing to avail themselves of the participation method set out in Article 135-undecies of the CFA, may, alternatively, grant the same Designated Agent proxy or sub-proxy pursuant to Article 135-novies of the CFA, which must contain voting instructions on all or some of the proposals on the Agenda, by using the appropriate proxy/sub-proxy form available on the Company's website www.garofalohealthcare.com, in the Governance/Shareholders' Meeting section.

For the delivery of proxies/sub-delegations, also electronically, the methods indicated above and reported in the proxy form must be followed. Proxy must be received by 6PM on the day before the Shareholders' Meeting (and in any case before the beginning of the Meeting). Proxy and voting instructions may always be revoked by the above deadline and in accordance with the aforementioned means.

For any clarifications concerning the conferment of proxy to the Designated Agent, Monte Titoli may be contacted at RegisterServices@euronext.com or at the following phone number (+39) 0233635810 (business days between 9AM and 5PM).

Rights to submit questions before the Shareholders' Meeting

Pursuant to Article 127-ter of the CFA, shareholders may submit questions regarding the items on the Agenda, before the Shareholders' Meeting, by the seventh trading day prior to the date set for the Shareholders' Meeting (i.e. by April 19, 2023). These must be sent by registered mail with return receipt to Garofalo Health Care S.p.A. - Legal and Corporate Affairs Office - Piazzale delle Belle Arti no. 6, Rome 00196 (RM), or by certified e-mail to the address ghcspa@legalmail.it. The exercise of the right will be considered valid only if accompanied by the certification from the intermediary substantiating the subject's condition as shareholder, unless the Company has already received the communication from the intermediary necessary to participate in the Shareholders' Meeting. Considering that participation in the Shareholders' Meeting is permitted exclusively through the Designated Agent, questions that are relevant to the items on the Agenda will be answered in a specific section of the Company's website www.garofalohealthcare.com, no later than two days before the Meeting, and therefore by 3 PM on April 26, 2023. A single answer may be provided to multiple questions with the same content.

Right to supplement the Agenda or to present motion proposals

In accordance with Article 126-bis of the CFA and Article 17 of the By-Laws, vote-holders representing, including jointly, at least one-fortieth of the share capital may request supplementation to the matters on the agenda, within ten calendar days of publication of this call notice (i.e. by Saturday April 8, 2023), indicating in their request the further matters to be included on the Agenda, or proposals on matters already on the agenda.

Requests to supplement the Agenda new proposals for resolutions on the items on the Agenda must be submitted in writing, together with the appropriate documentation to prove the ownership of the share capital quota required as above, by registered letter with return receipt, signed in original, to Garofalo Health Care S.p.A. - Legal and Corporate Affairs Office - Piazzale delle Belle Arti no. 6, Rome 00196 (RM), or by certified e-mail to ghcspa@legalmail.it. The request must be accompanied by a report on the items to be discussed.

Supplementation is not permitted for matters on which the Shareholders' Meeting will vote, in accordance with law, on proposals of the Directors, or concerning projects or reports other than those set forth in Article 125-ter, paragraph 1 of the CFA.

Any supplementation to the Agenda or presentations of new resolutions which are accepted by the Board of Directors will be communicated by the Company at least 15 days before the Shareholders' Meeting (i.e. by April 13, 2023), in the same manner set out for the publication of this call notice. In the same period, the reports of the requesting or proposing shareholders, accompanied by any evaluations of the Board of Directors, will also be made available to the public at the Company's registered office and on the Company's website www.garofalohealthcare.com, in the Governance/Shareholders' Meeting section as well as on the authorised storage mechanism "eMarketSTORAGE" ().

Submission of individual proposals

As participation at the Shareholders' Meeting and the exercise of voting rights may take place exclusively through the Designated Agent, so as to permit parties entitled to vote as per Article 126-

bis, paragraph 1, penultimate section, of the CFA - with the unavoidable need for the individual proposals to be known by all those entitled to participate in the Shareholders' Meeting and exercise their voting right in time to provide voting instructions to the Designated Agent - it is provided for that the Shareholders may individually submit motion proposals to the Company within seventeen days of the Shareholders' Meeting (i.e. by April 11, 2023), so that the Company may proceed with their subsequent publication. Entitled parties who submit individual proposals shall prove such right by sending to the Company a copy of the certificate issued by the authorised intermediary pursuant to the law, proving the ownership of the shares held. The individual motion proposals and the aforementioned documents concerning such proof must be submitted either by registered letter with return receipt, signed in original, to Garofalo Health Care S.p.A. - Legal and Corporate Affairs Office - Piazzale delle Belle Arti no. 6, Rome 00196 (RM) or by sending them to the certified e-mail address ghcspa@legalmail.it. The individual motion proposals received within the terms and according to the methods described above shall be published on the Company's website www.garofalohealthcare.com, Governance/Shareholders' Meeting section as well as on the authorised storage mechanism "eMarketSTORAGE" (), by April 13, 2023, so that the holders of voting rights can view them for the purpose of granting proxies and/or sub-delegations, with related voting instructions, to the Designated Agent. For the purposes of the above, the Company reserves the right to verify the relevance of the proposals regarding items on the Agenda, their completeness and compliance with the applicable provisions, as well as the legitimacy of the proposers.

Documentation

The illustrative reports on the matters on the Agenda, along with the proposals for resolutions, are made available to the public at the Company's registered office and on its website www.garofalohealthcare.com, Governance/Shareholders' Meeting section, as well as on the authorised storage mechanism "eMarketSTORAGE" ().

Information on the amount of share capital, the proxy/sub-proxy form pursuant to Article 135-novies of the CFA, and the proxy form and voting instructions for the Designated Agent pursuant to Article 135-undecies of the CFA, are made available to the public today at the Company's registered office and on the Company's website www.garofalohealthcare.com, Governance/Shareholders' Meeting section.

Further information on the Shareholders' Meeting, including the following documents:

• 2022 Annual Financial Report pursuant to Article 154-ter of the CFA, Board of Statutory Auditors' Report, Independent Auditors' Report, and the Consolidated Non-Financial Statement at December 31, 2022, prepared in accordance with Legislative Decree No. 254 of December 30, 2016 and EU Regulation No. 2020/852;
• the 2022 Corporate Governance and Ownership Structure Report as per Article 123-bis of the CFA;
• public disclosure as per Article 84-bis, paragraph 5 of the Issuers' Regulation in relation to the 2021-2023 Performance Share Plan;
• 2023 Remuneration Policy and 2022 Report pursuant to Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation,

will be made available to the public, in accordance with applicable regulations, at the Company's registered office and on its website www.garofalohealthcare.com, Governance/Shareholders' Meeting section, as well as on the authorised storage mechanism "eMarketSTORAGE" (). The 2022 Annual Financial Report will be made available to the public on the authorised storage mechanism "eMarketSTORAGE" () and on the company's website also in the ESEF format (European Single Electronic Format) pursuant to Article 4, par. 7, of the Directive 2004/109/EC and the Commission Delegated Regulation (EU) 2018/815.

* * *

An extract of this call notice was published in the newspaper "Il Sole 24 Ore" on March 29, 2023.

FURTHER INFORMATION

For the exercise of shareholders' rights (other than rights exercised through the Designated Agent, for which reference should be made to the above) the Company recommends the use of the forms of remote communication indicated in this call notice.

Rome, March 29, 2023

The Chairman of the Board of Directors

Alessandro Maria Rinaldi