MedLife S.A. — Proxy Solicitation & Information Statement 2021

Aug 27, 2021

No. 169 /27.08.2021

To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

CURRENT REPORT

Current report drafted according to the stipulations of ASF Regulation 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: 27 August 2021

Name of the issuing company: MED LIFE S.A. ("MedLife" or "The Company")

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: 33,217,623 RON

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

Significant events to report:

Convening:

THE ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM") and THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM")

(together "the Meetings")

MED LIFE S.A.

on 29.09.2021, 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 nr. 365, CEx building, 1st District, for all shareholders registered in the shareholders' registry kept by the Central Depository S.A. valid on 21.09.2021, considered the reference date for the OGSM and the EGSM.

Attached to this report the OGSM and the EGSM convening notice.

__________________

MED LIFE S.A. CONVENING NOTICE

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, sole registration code 8422035, having a share capital subscribed and paid of 33,217,623 RON (hereinafter the "Company"), according to the provisions of art. 117 of the Companies Law 31/1990, republished ("Law 31/1990"), of Law 24/2017 regarding the issuers of financial instruments and market operations ("Law 24/2017") and the secondary provisions issued for the application of the aforementioned, corroborated with art. 10 of the Company's Articles of Association, held on 26 august 2021,

Convenes:

THE ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM") and THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM") (each a "Meeting" and together "the Meetings")

on 29.09.2021, 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 nr. 365, CEx building, 1st District, for all shareholders registered in the shareholders' registry kept by the Central Depository S.A. valid on 21.09.2021, considered the reference date for the OGSM and the EGSM, with the following agenda:

The OGSM agenda

• 1. Appointing ERNST & YOUNG ASSURANCE SERVICES S.R.L., with its registered headuarters in Bucharest, 1st District, 15- 17 Ion Mihalache Bvd., Bucharest Tower Center Building, 21st Floor, as financial auditor of the Company, in order to perform the annual individual and consolidated financial statements of the Company, related to the financial years that will be concluded on 31 December 2021 and 31 December 2022. The duration of the financial audit agreement will be 2 years.
• 1. Granting power of attorney to the President of the Board of Directors of the Company in order to perform and sign, in behalf of the Company, to fulfill and to register any and all necessary documents, as well as to give any necessary

with registered office in Bucharest, Calea Griviței no. 365, District 1, registration number at the National Office of the Trade Registry J40/3709/1996 sole registration code 8422035

affidavits and to fulfill any formalities related to the OGSM decisions, for example publication formalities, including to pay any taxes and fees, to request and receive any type of documents issued by any competent authority, as well as to grant the right to delegate to any other third party the given power of attorney for the afore mentioned formalities.

The EGSM agenda

• 1. Authorizing the Board of Directors in order to:
• Negotiate with Banca Comercială Română S.A, in its quality of Agent and Lender, as well as with other entities that will participate in the financing, together with Banca Comercială Română S.A., the terms and conditions of the increase of the credit limit granted based on the Syndicated Credit Facility Agreement concluded on 31 october 2018, between Med Life S.A., Bahtco Invest S.A., Accipiens S.A., Policlinica De Diagnostic Rapid S.A., Clinica Polisano S.R.L., Dent Estet Clinic S.A., Genesys Medical Clinic S.R.L., Centrul Medical Sama S.A., Valdi Medica S.R.L., PharmaLife Med S.R.L. and Prima Medical S.R.L., as Borrowers (as subsequently amended by the Addendums concluded on 24 September 2019, 15 May 2020 and 29 April 2021), with the amount of 50 Million Euros, extension of the repayment period of the existing facilities, restructuring the terms and conditions, amending any securities (the amended agreement hereinafter shall be regarded as "Loan Agreement");
• Negotiate with Banca Comercială Română S.A, as well as with other entities that will participate in the financing together with Banca Comercială Română S.A., the terms and conditions of the amendments to the mortgage agreements that guarantee the repayment of the Loan Agreement's credit obligation, concluded with the purpose of securing the obligations as they are to be increased.
• 1. Authorizing the acquisition by the Company, either directly or by a third party acting on its own behalf, but for the Company, of a total number of 5,470,671 own shares, for a maximum period of time of 18 months from the date of publishing the OGSM Decisions in the Official Gazette part IV, at a price of between RON 10 and RON 30, the nominal value of such acquired own shares, including of those already, previously owned, cannot exceed the 10% of the total subscribed capital of the Company quota. A maximum number of 5,470,671 own shares acquired through this method will be offered to the former or present members of administration or to the former or present employees of some of the Company's subsidiaries.
• 1. Granting power of attorney to the Board of Directors of the Company in order to execute all necessary and useful operations and / or procedures, regarding the implementation of points 1 and 2 above. The Board of Directors is granted power of attorney in order to also decide upon modifying the scope of own share buy-back programme mentioned in point 2 above, except for the situation in which the new scope would require the approval of the General Assembly of the Shareholders.

with registered office in Bucharest, Calea Griviței no. 365, District 1, registration number at the National Office of the Trade Registry J40/3709/1996 sole registration code 8422035

1. Granting power of attorney to the President of the Board of Directors of the Company in order to conclude and sign, on behalf of the Company, in order to fulfil and submit any documents, as well as to give any necessary affidavits and to fulfil any formalities regarding the EGSM, such as publishing, including paying any taxes, requesting and receiving any documents issued by any competent authorities, as well as granting the right to delegate the aforementioned given mandate to another person.

Only the entities that are registered as shareholders at the Reference Date of 21.09.2021 in the Company's shareholders registry held by Depozitarul Central S.A. hold the right to participate and vote in the Meetings.

Shareholders' proposals regarding the general shareholders' meeting

One or more shareholders, owning, alone or together, at least 5% of the share capital of the Company, (hereinafter "the Initiators") have the right to:

• (a) add points on the agenda of the OGSM/EGSM, provided that each proposal is accompanied by a justification or a project of the resolution to be submitted for approval by the OGSM/EGSM; and
• (b) present draft resolution for the topics included or proposed to be included on the agenda of the OGSM/EGSM.

The requests of the Initiators regarding the addition of new points on the agenda, as well as the draft resolutions for the included or proposed to be included points on the agenda of the OGSM/EGSM, together with the copy of the valid identification document of the Initiator, can be submitted as follows:

• a) filed at the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, up until 13.09.2021, 16.00 hours (Romanian local time), in closed envelope, with the clear mention written with capital letters "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".
• b) sent to the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, through any delivery service with acknowledgement of receipt, so to be registered as received at the Company's registry up until 13.09.2021, 16.00 hours (Romanian local time), in a sealed envelope, with the mention written in capital letters, "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

c) sent by e-mail with extended electronic incorporated signature, according to Law no. 455/2001 regarding the electronic signature, up until 13.09.2021, 16.00 hours (Romanian local time), at investors@medlife.ro, with the subject "FOR

THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

The agenda, completed with the points proposed by the aforementioned shareholders will be published according to all applicable law requirements as well as of the articles of association related to the Meetings' convening, with at least 10 calendar days prior OGSM or/and EGSM.

Questions related to the general shareholders meeting

The Company's shareholders, regardless of their participation in the share capital, have the right to submit questions related to agenda' points agenda, together with a copy of their valid identification document, as follows:

a) filed at the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District up until 28 September 2021, 16:00 hours (Romanian local time), in closed envelope, with the clear mention written with capital letters "FOR

THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";

• b) sent to the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, through any delivery service with acknowledgement of receipt, so to be registered as received at the Company's registry up until 28 September 2021, 16:00 hours (Romanian local time), in a sealed envelope, with the mention written in capital letters, "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";
• c) sent by e-mail bearing an extended electronic incorporated signature, according to Law no. 455/2001 regarding the electronic signature, up until 28 September 2021, 16:00 hours (Romanian local time), at investors@medlife.ro, with the subject "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

The participation at the general shareholders meeting

The access of the shareholders that are registered in the shareholders registry at the Reference Date entitled at participation is allowed by the simple proof of identity, as follows (i) for the shareholders that are natural persons, by presenting their identity document or, (ii) for the shareholders that are legal persons, by presenting the identity document of their legal representative and (iii) for the natural or legal shareholders that are represented, by presenting the proxy given to the representative, respecting all the legal provisions applicable to this matter.

The shareholders that are registered at the Reference Date in the shareholders registry held by Depozitarul Central S.A. can participate in person or may be represented to the Meetings, each shareholder having the right to appoint any other natural or legal person as representative of him to participate and vote on his behalf in the OGSM and/or EGSM, respecting all the provisions of art. 92 of Law no.24/2017.

A shareholder may appoint only one representative for the OGSM and/or EGSM. However, if a shareholder owns Company's shares in more than one securities account, this restriction will not prevent him from appointing a separate representative for the shares owned in each securities account with respect to a certain general meeting. However, the shareholder is prohibited from expressing contradictory votes based on the shares owned in the Company's share capital.

with registered office in Bucharest, Calea Griviței no. 365, District 1, registration number at the National Office of the Trade Registry J40/3709/1996 sole registration code 8422035

For the participation through a representative, the shareholder shall appoint a representative through a special proxy drafted in the form made available to the shareholders by the Company, in Romanian as well as in English, or by a general proxy observing the conditions presented below.

A shareholder can appoint by proxy one or more replacement representatives to ensure the participation in the OGSM and/or EGSM in case the appointed representative is unable to fulfil his mandate. If by proxy more than one replacement is appointed, the order in which they can exercise their mandate has to be indicated.

If a shareholder is represented by a credit institution that provides custody services, it may vote in the OGSM and/or EGSM according to the voting instructions received through electronic communication means, without the need of a general or special proxy to be given by the shareholder. The custodian will vote in the Meetings only in conformity and within the limits of the instructions received by their clients who hold the position of shareholders at the Reference Date.

If during the OGSM and/or EGSM, with observance of legal provisions, items that were not included in the published agenda are being discussed, the representative shall vote in relation to such points in accordance with the interest of the represented shareholder.

The Special Proxy

The Special Proxy is available only for the Meeting that was given for. The special proxy can be given only by using the special proxy form made available to the shareholders by the Company according to the section Other provisions regarding the Meetings bellow.

The representative is obliged to vote according to the instructions given by the shareholder that appointed him. The proxies have to include specific voting instructions for each topic on the Meeting's agenda.

For the Special Proxy, an original, filled in the Romanian or English and signed by the shareholder, together with a copy of the identity documents of the shareholder and of the representative, shall be submitted as follows:

a) filed at the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with the clear mention written in capital letters "FOR THE GENERAL

SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";

b) sent to the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, through any delivery service with acknowledgement of receipt, so to be registered as received at the Company's registry up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with a mention written in capital letters, "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";

c) sent by e-mail with extended electronic incorporated signature, according to Law no. 455/2001 regarding the electronic signature, up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, at investors@medlife.ro, with the subject "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

In all cases, the representative shall present the organizers of the Meetings the special proxy, in original, at the time of registration.

Special provisions regarding the general proxy

The general proxy shall be valid only if: i) given for a period no longer than 3 years, (ii) expressly provides for the representative of the shareholder who gave the proxy to vote on all aspects debated in the meetings of the Company, including acts of transfer and (iii) is given by the shareholder, as client, to an intermediary as it is defined in the provisions of art. 2 para. (1) point 20 of Law no. 24/2017 or to a lawyer. The shareholders cannot be represented in the Meetings through a general proxy by a person which is conflicted, conflict which may arise especially out of one of the following situations:

• a) is a majority shareholder of the Company, or another entity, controlled by the respective shareholder;
• b) is a member of an administration, management or supervision body of the Company, of a majority shareholder or of a controlled entity, as provided at let. a) above;
• c) is an employee or auditor of the Company or of a majority shareholder of the Company or of a controlled entity, as provided at let. a) above;

d) is the spouse, relative or kin up to the fourth degree included of one of the natural persons mentioned at let. a)-c) above. The general proxy has to include at least the following information: 1. the name of the shareholder; 2. the name of the representative (the one to whom the proxy is given); 3. the date of the proxy, as well as the availability period, respecting the legal provisions in force; the proxies given at a later date revoke the proxies given at a previous date; 4. the mentioning of the fact that the shareholder is empowering the representative to participate and vote on his behalf through the general proxy in the general shareholders meeting for the entire participation in the share capital of the shareholder at the Reference Date, expressly specifying the entity/entities for which the respective general proxy is used, either individually or through a generic wording relating to a particular category of issuers.

The effects of the general proxy end according to the provisions of art. 202, para. 2 of the FSA Regulation no. 5/2018.

Before its first use, a copy of the general proxy signed by the shareholder and having the minimum content required by the FSA Regulation no. 5/2018, including specification with regards to the conformity of the copy with the original, together

with registered office in Bucharest, Calea Griviței no. 365, District 1, registration number at the National Office of the Trade Registry J40/3709/1996 sole registration code 8422035

with a statement on his own responsibility of the intermediary's legal representative or of the lawyer as specified bellow, shall be submitted to the Company as follows:

• a) filed at the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with the mention written in capital letters "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";
• b) sent to the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, through any delivery service with acknowledgement of receipt, so to be registered as received at the Company's registry up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with the mention written in capital letters, "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";
• c) sent by e-mail with extended electronic incorporated signature, according to Law no. 455/2001 regarding the electronic signature, up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, at investors@medlife.ro, with the subject "FOR THE

GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

The statement of own responsibility given by the legal representative of the intermediary or by the lawyer who received the representation powers through the general proxy shall specify the following:

(i) the proxy in given by the shareholder, as a client, to the intermediary or to the lawyer;

(ii) the general proxy is signed by the shareholder, also by attaching an electronic extended signature, if the case.

The statement has to be filed in original, signed and, if the case, stamped, without the need of further formalities regarding its form. The statement is registered with the Company together with the general proxy, following the terms and conditions specified above.

The copies of the general proxies including the specification with regards to the conformity of the copy with the original are retained by the Company, that being mentioned in the minutes of each Meeting.

Other provisions regarding representation

The shareholders can appoint and revoke their representative through electronic means of transferring data, the revocation being effective and opposable to the Company if it was received by the Company up until the deadline for filing/sending the proxies.

with registered office in Bucharest, Calea Griviței no. 365, District 1, registration number at the National Office of the Trade Registry J40/3709/1996 sole registration code 8422035

The representative cannot substitute himself with another person unless this right was expressly given to him by the shareholder through the proxy. If the representative is a legal person, it can exercise its mandate through any natural person that is part of the legal person's administrative or management body or through its employees.

Voting by correspondence

The shareholders of the Company registered at the Reference Date in the shareholders registry held by Depozitarul Central S.A. can vote by correspondence by using the voting ballot form made available to the shareholders by the Company, in Romanian as well as in English.

The vote by correspondence can be expressed by a conventional representative of the shareholder only if the representative received from the shareholder a special/general proxy which is filed to the Company according to the provisions of art. 92 para. (14) of Law no. 24/2017 or if the representative is a credit institution that provides custody services, according to the provisions of art. 92 para. (11) of Law 24/2017 . If the person that represents the shareholder by personal attendance at the OGSM and/or EGSM is another person from the one who expressed the vote by correspondence, then, for the validity of his vote, the representative shall present to the OGSM's and/or EGSM's secretary a written revocation of the vote expressed by correspondence signed by the shareholder or by the representative who expressed the vote by correspondence. This procedure is unnecessary if the shareholder or his legal representative is present at the OGSM and/or EGSM.

For the voting by correspondence, the voting forms, filled in Romanian or English and signed, together with a copy of the identity documents of the shareholder, shall be submitted as follows:

• a) filed at the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with the mention written in capital letters "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";
• b) sent to the Company's registry in Bucharest, 365 Calea Griviței, CEx Building, 1st District, through any delivery service with acknowledgement of receipt, so to be registered as received at the Company's registry up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, in a sealed envelope, with the mention written in capital letters, "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021";
• c) sent by e-mail with extended electronic incorporated signature, according to Law no. 455/2001 regarding the electronic signature, up until 27.09.2021, 08:00 hours (Romanian local time) for the OGSM's Meeting and up until 27.09.2021, 09:00 hours (Romanian local time) for the EGSM's Meeting, at investors@medlife.ro, with the subject "FOR THE GENERAL SHAREHOLDERS MEETINGS OF MED LIFE S.A. HELD ON 29/30 SEPTEMBER 2021".

Other provisions regarding the Meetings

The shareholder status, as well as the status of legal representative, for the shareholders that are legal persons or for other types of entities without a legal status, is acknowledged based on the shareholders' list at the Reference Date / record date, issued by Depozitarul Central S.A., based on the following documentation provided by the shareholder to the Company and issued by Depozitarul Central S.A. or by the participants that provide custody services:

• a) the account excerpt that certifies the status of shareholder and the amount of owned shares;
• b) documents that certify the registration with Depozitarul Central S.A./ respective participants of information regarding the legal representative.

Documents that certify the status of legal representative drafted in a foreign language, other than English, shall be followed by a translation by an authorized translator in Romanian or English, without the need for them to be legalized or apostilled. In all of the cases described above which make reference to

• a) identity document of a person, the following documents are taken into consideration: for natural persons identity card/bulletin/passport, and for legal persons – identity card/bulletin/passport of their legal representative that is registered in the Company's shareholders list issued by Depozitarul Central S.A.;
• b) the shareholder's representative registered in the shareholders list issued by Depozitarul Central S.A., if the respective representative is not registered as such in the database of Depozitarul Central S.A., for the purpose of identifying the representative, a Trade Registry's excerpt will be submitted or any other equivalent document, in original or a copy that will also include the specification regarding the conformity with the original, issued by a competent authority from the state in which the shareholder is legally registered, issued validly within the required time-frame and that certifies the status of legal representative of the aforementioned.

Failure to submit the general/special proxies/voting by correspondence ballot forms until the deadline is sanctioned with the loss of the voting rights by correspondence/personal attendance within the OGSM and/or EGSM. The special proxies/voting by correspondence ballot forms that do not include all the minimum information mentioned in the forms that are made available by the Company are not opposable to 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 29.09.2021 (the date of the first convening of the OGSM, respectively of the EGSM) the legal and statutory requirements for the validity of the OGSM and/or EGSM are not met, the respective Meeting is convened for 30.09.2021, in the same place and at the same hour and having the same agenda.

The documents and informative materials regarding the points included 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 forms and voting by correspondence ballot forms for the Meetings will be made available to the shareholders in Romanian as well as in English, starting with 27.09.2021 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 (https://www.medlifeinternational.com/investor-relations).

At the date of the convening, the share capital of the Company is comprised of 132,870,492 nominative shares. The Company holds, at the convening date, a number of 53,472 own shares that do not provide any voting rights, consequently, the total number of voting rights at the convening date is 132,817,020.

The draft resolutions proposed by shareholders will be added to the website of the Company as soon as possible, after they are received by the Company.

Additional information is available at the Capital Markets Department, at the telephone number +40 735 300 926 and on the Company's website medlifeinternational.com.