SOPHARMA AD (62/2018) Invitation and materials for the Extraordinary General Meeting of shareholders of Sopharma AD

Podstawa prawna: art. 56. 1. 2 of Act on Public Offering.

The Board of Directors, on the grounds of Art. 223 of the Commercial Law and Art. 115 of the Public Offering of Securities Act, convenes an Extraordinary General Meeting of Shareholders of Sopharma AD, which will be held on 01 August 2018 at 11.00 at the Company's registered office in Sofia, with place of holding: 5, Lachezar Stanchev Str., Sopharma Business Towers, building B, floor 3 and in the absence of a quorum on that date - on 15 August 2018 at the same place, with the same starting hour and the same agenda:

1. Taking a decision on the transformation by merger of Unipharm AD into Sopharma AD; Draft decision: GMS transforms Sopharma AD by merging Unipharm AD into it. As a result of the merger, the entire property of Unipharm AD will be transferred to Sopharma AD under the conditions of a joint succession.

2. Approval of a Transformation Agreement through merger of Unipharm AD into Sopharma AD, concluded on 17 May 2018 and of Additional Agreement No 1 of 13 June 2018; Draft decision: The GMS approves the Transformation Agreement through merger of Unipharm AD with Sopharma AD, concluded on 17 May 2018 and Additional Agreement No. 1 of 13 June 2018.

3. Approval of the Report of the Board of Directors of Sopharma AD to the shareholders of the Company regarding the merger of Unipharm AD into Sopharma AD; Draft decision: The GMS approves the Report of the Board of Directors of Sopharma AD to the shareholders of the Company regarding the merger of Unipharm AD into Sopharma AD.

4. Approval of the Auditor's Report under Art. 262m of the Commercial Law on the transformation by merger of Unipharm AD into Sopharma AD; Draft decision: The GMS approves the Auditor's Report under Art. 262m of the Commercial Law on the transformation by merger of Unipharm AD into Sopharma AD.

5. Approval of a Substantiated Report of the Board of Directors for transactions within the scope of Art. 114 of POSA; Draft decision: The GMS approves a Substantiated Report of the Board of Directors for Transactions within the scope of Article 114 of the POSA.

6. Empowerment within the meaning of Art.114, para 1 of the Public Offering of Securities Act, regarding the conclusion of a transaction, according to the Substantiated Report prepared by the Board of Directors; Draft decision: The GMS empowers the Board of Directors to conclude transactions for the inception of Sopharma AD as a co-debtor under the conditions of solidarity under an Investment Credit Agreement for the implementation of a project under an operational program and under a Contract for a credit line for working capital that is forthcoming to be concluded between DSK Bank EAD as a creditor and the subsidiary of Sopharma AD, Biopharm-Engineering AD, Sliven, as a borrower under the terms and conditions specified Substantiated Report prepared by the Board of Directors.

7. Election of a member of the Board of Directors of the Company; Draft decision: GMS elects Ivan Venetskov Badinsky for a member of the board of directors of Sopharma AD.

8. Miscellaneous

All shareholders of the company are invited to take part in the work of the General Meeting personally or through a representative.

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