MedLife S.A. — AGM Information 2019

Apr 23, 2019

No. 58/23.4.2019

CURRENT REPORT

Current report drafted according to the stipulations of ASF Rule no. 5/2018 on issuers of financial instruments and market operations and Law no. 24/2017 on issuers of financial instruments and market operations

Report Date: 23 April 2019

Name of the issuing company:: MED LIFE S.A.

Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania

Fax number: 0374 180 470

Unique Registration Code at the National Office of Trade Registry: 8422035

Order number on the Trade Registry: J40/3709/1996

Subscribed and paid-in share capital: 5,536,270.5 RON

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

Significant events to report:

Resolution of the Ordinary General Meeting of Shareholders of Med Life S.A.

In compliance with the provisions of Law no. 31/1990 on trading companies, Law no. 24/2017 regarding the capital market, of Regulation no. 5/2018 of the Romanian Financial Supervisory Authority on issuers of financial instruments and market operations, Med Life S.A. informs the investors in regards to:

the Resolution of the Ordinary General Meeting of Shareholders of Med Life S.A. from April 22, 2019

The resolutions are attached to the present current report.

Mihail Marcu Chief Executive Officer

MED LIFE S.A.

Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: 5,536,270.5 RON

RESOLUTION OF THE

ORDINARY GENERAL SHAREHOLDERS' MEETING

OF

MED LIFE S.A.

No. 1 / 22.04.2019

The ordinary general shareholders' meeting of Med Life S.A. (the "Meeting"), a joint stock company managed in a one-tier system and operating in accordance with the laws of Romania, with registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st district, registered with the Trade Registry adjoined to the Bucharest Tribunal, under no. J40/3709/1996, sole registration code 8422035, having subscribed and paid up share capital amounting to RON 5.536.270,5 (hereinafter the "Company"), legally and statutorily convened, in accordance with art. 117 of Companies Law no. 31/1990, republished, Law no. 24/2017 on issuers of financial instruments and market operations and other secondary regulations issued in the implementation of the above mentioned and with art. 10 of the Company's articles of association, by publishing the convening notice in the Romanian Official Gazette, Part IV no. 1307 / 22.03.2019 and in the newspaper "Bursa", edition of 22.03.2019, as well as by transmitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority by current report no. 55 of 22.03.2019,

Legally and statutory assembled on 22.04.2019, 10:00 hours, on the [irst convening at "Paris Rive Gauche" Hotel, located at 37B Calea Victoriei street, district 1, Bucharest, by personal presence or by representation, as well as by expressing votes by correspondence, of a number of 29 shareholders owning a number of 17.929.373 shares with voting rights, representing 80.9632% of the Company's share capital.

DECIDES

1. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting, respectively 17,929.373 validly expressed votes representing 80.9632% of the Company's share capital

approves

The individual annual financial statements of the Company on 31.12.2018, drafted as per the International Financial Reporting Standards, based on the Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: 5,536,270.5 RON

reports presented by the Board of Directors and the Company's financial auditor.

2. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting, respectively 17,929.373 validly expressed votes representing 80.9632% of the Company's share capital

approves

The consolidated annual financial statements at 31.12.2018, drafted as per the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company's financial auditor.

3. With a total number of 10,895,293 shares for which were casted valid votes, respectively with a number of 10,895,293 validly expressed votes, representing 49.20% of the Company's share capital, out of which 10,895,293 votes expressed "for" representing 100% of the total votes validly expressed in the Meeting by present or represented shareholders, respectively by the shareholders which voted by correspondence, 0 votes expressed "against" and 2 abstentions

approves

The discharge of management for the Board of Directors for the financial year 2018.

4. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting, respectively 17,929.373 validly expressed votes representing 80.9632% of the Company's share capital

approves

The income and expenses budget and the Company's activity program at individual level for the financial year 2019.

5. With a total number of 9,071,448 shares for which were casted valid votes, respectively with a number of 9,071,448 validly expressed votes, representing 40.96% of the Company's share capital, out of which 9.071.448 votes expressed "for" representing 100% of the total votes validly expressed in the Meeting by present or represented shareholders, respectively by the shareholders which voted by correspondence, 0 votes expressed "against" and 5 abstentions

approves

The remuneration of the members of the Board of Directors, for the entire period of the ongoing mandates as follows (i) the RON equivalent of the amount of EUR Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 Subscribed and paid-in share capital: 5,536,270.5 RON

5,000/month net for each member of the Board of Directors, except for the chairman and (ii) the RON equivalent of the amount of EUR 7,000/month net for the chairman of the Board of Directors.

6. With a total number of 9,071,448 shares for which were casted valid votes, respectively with a number of 9,071,448 validly expressed votes, representing 40.96% of the Company's share capital, out of which 5,134,425 votes expressed "for" representing 56.60% of the total votes validly expressed in the Meeting by present or represented shareholders, respectively by the shareholders which voted by correspondence, 3,937,023 votes expressed "against" representing 43.40% of the total votes validly expressed in the Meeting by present or represented shareholders, respectively by the shareholders which voted by correspondence and 5 abstentions

approves

The aggregate amount of RON 8,800,000 per year as general limit for (i) all supplementary remunerations which can be granted to the members of the Board of Directors and (ii) all the remunerations of the executive managers of the Company.

7. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting, respectively 17,929.373 validly expressed votes representing 80.9632% of the Company's share capital

approves

The income and expenses budget and the activity program at consolidated level for the financial year 2019.

8. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting, respectively 17,929.373 validly expressed votes representing 80,9632% of the Company's share capital

approves

Appointing Deloitte Audit S.R.L., with registered office in Bucharest, no. 4-8 Nicolae Titulescu, 2nd floor – Deloitte area and 3rd floor, 1st district as financial auditor of the Company, to audit the annual individual and consolidated financial statements of the Company subsequent to the financial years concluded on the dates of December 31st, 2019 and 2020. The duration of the financial audit agreement shall be of 2 years.

9. With a total number of 13,810,053 shares for which were casted valid votes, respectively with a number of 13,810,053 validly expressed votes, representing 62.36% of the Company's share capital, out of which 13,810,053 votes expressed

"for" representing 100% of the total votes validly expressed in the Meeting by present or represented shareholders, respectively by the shareholders which voted by correspondence, 0 votes expressed "against" and one abstention

approves

Granting the power of attorney to Mr Mihail Marcu, acting as Chairman of the Board of Directors of the Company to perform the legal formalities required in view of fulfilling the publicity conditions of the decisions adopted by the OGMS from the date of 22.04.2019 or 23.04.2019, as well as granting them the right to delegate to another person the mandate to perform the previously mentioned formalities.

This Resolution was drafted and signed in Bucharest, in 4 original copies, each having a number of 4 pages, today, 22.04.2019.

Chairman of the Meeting

Mihail Marcu

Secretary of the Meeting

Vlad Săndulescu