AGM Information • Oct 21, 2024
AGM Information
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Current report drafted according to the stipulations of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, Law no. 24/2017 on issuers of financial instruments and market operations, and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
Report Date: 21 October 2024 Name of the issuing company: MED LIFE S.A. ("MedLife" or "the Company") Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania Telephone / 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: 132,870,492 RON Total number of shares: 531,481,968 (out of which 417,042 shares without voting rights and 531,064,926 shares with voting rights) Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category
MED LIFE S.A. informs shareholders and investors that in the Company's Board of Directors' meeting held on 18 October 2024, it was approved the convening of the OGSM and EGSM on 21 November 2024, at 10:00 a.m. (Romania time) for the OGSM, respectively 11:00 a.m. (Romania time) for the EGSM, at the MedLife headquarters in Bucharest, 365 Calea Grivitei, CEx Building, 1st District, for all shareholders registered in the shareholders' registry kept by the Central Depositary S.A. at the close of day on 13 November 2024, set as the Reference Date for the OGMS and the EGSM.
The documents and supporting materials concerning the items on the agenda of the OGSM and EGSM, the draft resolutions, the total number of shares and voting rights at the time of the convening, as well as the special proxy templates and voting by correspondence ballots for the OGSM and EGSM will be made available to shareholders starting with 21 October 2024, in electronic format on the Company's website, www.medlife.ro, Investor Relations section < General Shareholders Meetings, and in hard copy at the Company's headquarters in Romania, Bucharest, Calea Grivitei no. 365, 1st District.
The OGSM and EGSM convening notice is enclosed to this report.

The Board of Directors of MED LIFE S.A., 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 RON 132,870,492 (hereinafter the "Company"), according to the provisions of art. 117 of the Companies Law 31/1990, republished ("Law 31/1990"), of Law 24/2017 on issuers of financial instruments and market operations, republished ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's articles of association,
on 21.11.2024, at 10.00 hours (Romanian time) for the OGSM, and 11.00 hours (Romanian time) for the EGSM, at the Company's headquarters in Bucharest, Calea Griviței no. 365, CEx building, district 1, for all shareholders registered in the shareholders' registry kept by the Central Depository - S.A. at the end of the date of 13.11.2024, set as the Reference Date for the OGSM and the EGSM, with the following agenda:

and to fulfil any formalities regarding the OGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.

and to fulfil any formalities regarding the EGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.
Only persons registered as shareholders on the Reference Date 13.11.2024 in the Company's shareholders registry kept by Central Depository - S.A. have the right to attend and vote in the OGSM, and EGSM respectively.
One or several shareholders, holding individually or collectively, at least 5% of the share capital of the Company, (hereinafter the "Initiators") have the right to:
The applications by Initiators to add new proposals on the agenda, and to table draft resolutions for the proposals included or proposed to be included on the agenda of the OGSM, respectively EGSM, together with a copy of the valid identification document of the Initiator shall be sent to the Company as follows:

based on them, before 06.11.2024, at 17.00 hours (Romania time) for both Meetings, at the address [email protected], specifying in the subject line: "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. OF 21/22 NOVEMBER 2024".
The Company's Shareholders, regardless of their participation held in the share capital, as well as the current members of the Company's Board of Directors may present proposals for candidates to be appointed in the position of member of the Board of Directors, including information on the name, domicile and professional qualification of the proposed individuals and accompanied by (i) a copy of the valid identification document of the shareholder/current member of the Company's Board of Directors (in the case of individuals, ID card/passport, while for legal entities, ID card/passport of the legal representative registered on the Company's shareholders registry, kept by Central Depository - S.A.), (ii) curriculum vitae of the proposed individual and (iii) statement on own liability of the candidate from which results that the respective individual does not find themselves in an incompatibility situation provided by the applicable regulatory framework or that they or agree to renounce any situation of incompatibility for the purpose of their approval, that they accept the mandate, in the hypothesis that they will be appointed and, if applicable, that they meet the independence requirements specified by Law 31/1990 on companies and the Corporate Governance Code of the BVB. The proposals for candidates, together with the above-mentioned documents shall be sent as follows:
a) handed at the registration desk of the Company in Bucharest, Calea Griviței no. 365, CEx building, district 1, before 06.11.2024, at 17.00 hours (Romania time) for both Meetings, in a sealed envelope, with the clear inscription in capital letters "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. OF 21/22 NOVEMBER 2024".
b) delivered by any tracked courier services to the registration desk of the Company in Bucharest, Calea Griviței no. 365, CEx building, district 1, so that the documents are registered at the registration desk of the Company before 06.11.2024, at 17.00 hours (Romania time) for both Meetings, in a sealed envelope, with the clear inscription in capital letters "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. OF 21/22 NOVEMBER 2024".
c) sent by email with the qualified electronic signature incorporated, as regulated under Law no. 214/2024 on the use of electronic signatures, time stamps and the provision of trust services based on them, before 06.11.2024, at 17.00 hours (Romania time) for both Meetings, at the address [email protected], specifying in the subject line: "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. OF 21/22 NOVEMBER 2024".

The list comprising information on the names, domicile and professional qualification of the proposed individuals for appointment in the position of member of the Company's Board of Directors shall be at the disposal of shareholders on the Company's website (www.medlife.ro) and at the Company's headquarters, for consultation and extension by the shareholders.
The complete list with the candidates proposed for the position of member of the Board of Directors, together with a curriculum vitae of the proposed candidates and a note on the fulfilment by the candidates of the eligibility criteria for the position of member of the Board of Directors shall be published with at least 10 calendar days prior to the date of the OGSM.
The agenda supplemented with the proposals of the aforementioned shareholders shall be published in compliance with the requirements of the law and of the articles of association applicable to the calling of the Meeting at least 10 calendar days prior to the OGSM and/or EGSM.
The Company's shareholders, regardless of their quota in the share capital, may ask questions in writing concerning the proposals on the agenda of the Meeting, and such inquiries shall be sent together with a copy of the valid identification documents of the shareholder, as follows:
The access of the shareholders registered with the shareholders registry at the Reference Date

having the right to attend the Meetings is permitted with a simple proof of their identity, secured (i) in case of shareholders who are individuals, based on the identification document, or (ii) in case of shareholders that are legal persons, based on the identification documents of the legal representative thereof, and (iii) in case of represented shareholders who are individuals or legal persons, based on the power of attorney granted to the persons representing the shareholder, in compliance with the applicable law.
The shareholders registered at the Reference Date with the Company's shareholders registry kept by Depozitarul Central - S.A. are allowed to attend in person or by representation in the Meetings, each shareholder being entitled to appoint any individual or legal person as representative to attend and vote on their behalf in the OGSM and/or EGSM, in compliance with the provisions of art. 105 of Law no. 24/2017.
A shareholder may appoint one person to represent them in the OGSM and/or EGSM. Nevertheless, if the shares in the Company held by the shareholder are registered in several securities accounts, this restriction will not prevent the shareholder to appoint one representative in the Meetings separately for the shares held in each securities account. Nevertheless, the shareholder is prohibited from exercising different votes in respect of the shares held in the Company's share capital.
If attending by representation, the shareholder shall appoint a representative via a special proxy issued on a basis of the template made available by the Company to the shareholders in Romanian and English languages or via a general proxy issued in accordance with the provisions below.
A shareholder may appoint via proxy one or several substitute representatives to secure their representation in the OGSM and/or EGSM, if the primary representative cannot fulfil the mandate. If several substitute representatives are listed, the proxy shall also specify the order in which they are to exercise the mandate.
If the shareholder is represented by a custodian credit institution, such institution shall vote in the OGSM and/or EGSM based on the voting instructions received by electronic communication channels, without a special or general proxy being required to be issued by the shareholder. The custodian shall vote in the Meetings exclusively within the limits of the instructions received from its clients who are shareholders in the Company at the Reference Date.
If proposals are being discussed in the OGSM and/or EGSM that, in accordance with the applicable law, are not included in the published agenda, the representative shall vote on such proposals taking into account the interest of the represented shareholder.

The Special proxy is valid only for the Meeting for which it has been issued. The Special proxy shall be issued only on the basis of the Special proxy template made available to the shareholders by the Company, as referred to in section Other provisions concerning the Meetings below.
The representative shall vote in accordance with the instructions given by the shareholder appointing them. The Special proxies shall include specific voting instructions for each proposal on the agenda of the Meeting.
An original copy of the Special proxy, completed in Romanian or English language and signed by the shareholder, together with a copy of the identification document of the shareholder and of the representative, shall be sent to the Company as follows:
In all cases, the representative shall hand over to Meeting organizers an original copy of the Special proxy, upon registration.
The General proxy shall be valid only where: (i) it is issued for a period no longer than 3 years, (ii) explicitly allows the representative of the shareholder issuing the proxy to vote in all aspects debated in the general shareholders meetings of the Company, including as concerns acts of disposition and (iii) is issued by the shareholder as client to an intermediary defined in accordance

with art. 2 par. (1) point 19 of Law 24/2017 or to an attorney at law. The shareholders of the Company shall not be represented in the Meetings based on a General proxy by a person with conflicting interests arising in particular from the following circumstances:
The General proxy shall include at least the following information: 1. the name of the shareholder; 2. the name of the representative (to whom the proxy is given); 3. the date of the proxy, as well as the validity period, in compliance with the applicable law; proxies issued at a later date shall revoke the proxies given at a previous date; 4. an explicit statement that the shareholder is empowering the representative to participate and vote on their behalf based on the general proxy in the general shareholders meeting in respect of the entire holding of the shareholder at the reference date, specifying explicitly the company / companies for which the general proxy is to be used, either by individual listing or through a generic reference to a particular category of issuers.
The general proxy terminates in accordance with par. (2) of art. 202 of FSA Regulation 5/2018.
Before being used for the first time, a copy of the general proxy signed by the shareholder and providing the minimum information required under FSA Regulation no. 5/2018, certified by the representative as being true to the original, together with an affidavit of the legal representative of the intermediary or of the attorney at law, as referred to below, shall be sent to the Company as follows:

c) sent by email with the qualified electronic signature incorporated, as regulated under Law no. 214/2024 on the use of electronic signatures, time stamps and the provision of trust services based on them, at the address [email protected], specifying in the subject line: "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. OF 21/22 NOVEMBER 2024" before 18.11.2024, at 17.00 hours (Romania time) for both Meetings.
The affidavit of the legal representative of the intermediary or of the attorney at law who has been granted the power of representation through the General proxy shall specify the following:
The affidavit must be submitted in original, signed and, if applicable stamped, without any other formalities being applicable. The affidavit is submitted to the Company together with the General proxy, subject to terms and deadline set out above.
The certified copies of the General proxies are kept by the Company and a note is made in the minutes of the Meeting on this matter.
The shareholders can appoint and revoke their representative using electronic means of data transfer, the revocation being effective and taking effect in respect of the Company if received by the Company before the deadline for filing/sending the proxies.
The representative cannot sub-appoint another person unless this right was expressly granted to them by the shareholder in the proxy. The proxy issued to a legal person shall be performed by any individual who is a member of that legal person's administrative or management body or by its employees.
The shareholders registered at the Reference Date in the Company's shareholders registry kept by Depozitarul Central - S.A. may vote by correspondence using the correspondence voting ballot made available by the Company to its shareholders, in Romanian and English languages.


The voting by correspondence may be exercised by a contractual representative of the shareholder only where such representative received a special / general proxy from that shareholder that is submitted with the Company in accordance with art. 105 par. (14) of Law no. 24/2017 or where the representative is a credit institution providing custodian services, in accordance with art. 105 par. (11) of Law no. 24/2017. If the person representing the shareholder by attending the OGSM and/or EGSM in person is not the same as the person who has cast the vote by correspondence, the validity of the vote cast by the attending representative shall be recognised if the representative presents to the OGSM and/or EGSM meeting secretary, a written revocation of the vote cast by correspondence signed by the shareholder or by the representative who has cast the vote by correspondence. This is not necessary is the shareholder or their legal representative attends the OGSM and/or EGSM in person.
In case of voting by correspondence, the voting ballots, completed in Romanian or English language and signed, together with a copy of the identification document of the shareholder shall be sent as follows:
Proof of shareholding and of the legal representative of the shareholder – legal person or legal entity without legal personality – is based on the shareholders' registry at the Reference Date received by the Company from Depozitarul Central - S.A., based on the following documents

submitted by the shareholder to the Company, issued by Depozitarul Central - S.A. or by the participants providing custodian services:
The documents confirming the legal representative issued in a foreign language other than English language shall be accompanied by a translation in Romanian or English language by an authorised translator, without any form of legalisation or apostille being required. In each of the circumstances described above where reference is made to:
Failure to submit the general/special proxies/voting by correspondence ballots before the deadline is sanctioned with the loss of the voting rights by correspondence/representation within the OGSM and/or EGSM. The special proxies/voting by correspondence ballots that do not include all minimum information specified in the templates made available by the Company do not take effects as concerns the Company, the general proxies that do not include the minimum information required by the legal provisions for their validity are to be dealt with in the same manner.
If on 21.11.2024 (the date of the first convening of the OGSM, and EGSM respectively) the legal and statutory requirements for the validity of the OGSM and/or EGSM are not met, the respective Meeting is convened for 22.11.2024, in the same place and at the same hour and with the same agenda.


The documents and supporting materials concerning the proposals on the agenda of the Meetings, this convening notice, the draft resolutions, the total number of shares and voting rights at the time of the convening, as well as the special proxy templates and voting by correspondence ballots for the Meetings will be made available to shareholders in Romanian and in English languages, starting with 21.10.2024 at the Company's headquarters in Romania, Bucharest, Calea Grivitei no. 365, district 1 and will also be available on the website of the Company (www.medlife.ro, in the Investor relations section < General Shareholders Meetings).
On the date of the convening notice, the share capital of the Company is represented by a number of 531,481,968 nominative shares, of which 417,042 are treasury shares without voting rights. Therefore, the total number of voting rights attached to the shares issued by the Company on the date of the convening notice is 531,064,926 voting rights.
The draft resolutions proposed by the shareholders shall be published on the website of the Company as soon as possible after being received by the Company.
Additional information may be obtained from the Investor Relation Department, at the telephone number +40 749 999 023 and on the Company's website https://www.medlife.ro/investorrelations.
Chairman of the Board of Directors
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