SOPHARMA AD (4/2018) Invtation to the Extraordinary General Meeting of Shareholders of Sopharma AD and Materials - 23 February 2018

Podstawa prawna: art. 17. 1 MAR.

1. Taking a decision for transformation through 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 general succession.

2. Approval of the Contract for transformation through merger of Unipharm AD into Sopharma AD, concluded on 14.09.2017 and of Additional Agreement No1 of 08.11.2017 to it.

Draft decision: The GMS approves the Contract for transformation through merger of Unipharm AD into Sopharma AD, concluded on 14.09.2017, Additional Agreement No. 1 of 08.11.2017 to it (the "Contract for transformation through merger ").

3. Approval of the Report of the Board of Directors of Sopharma AD to the shareholders of the company regarding the transformation through 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 transformation through merger of Unipharm AD into Sopharma AD.

4. Approval of the Auditor's Report under Art. 262m of the CA on the transformation through merger of Unipharm AD into Sopharma AD.

Draft decision: The GMS approves the Auditor's Report under Art. 262m of the CA on the transformation through merger of Unipharm AD into Sopharma AD.

5. Approval of changes in the Company's Articles of Association.

Draft decision: The GMS approves changes in the Company's Articles of Association according to a proposal of the Board of Directors, included in the materials for the EGMS.

6. Taking a decision for acquisition of own shares.

Draft decision: The General Meeting of Shareholders, on the grounds of Art.187b of the Commercial Law and Art.111, para 5 of POSA, approves a resolution for the acquisition of own shares from the capital of the Company under the following conditions: up to 10% of the total number of shares issued by the company, but not more than 3% in each calendar year; term of the acquisition

- no longer than 5 (five) years; minimum price for acquisition - not less than the nominal value per share of the company's capital; maximum price for acquisition - BGN 5.50 per share; The General Meeting empowers the Board of Directors of the company to determine all other parameters of the acquisition and to carry out the necessary factual and legal actions for the implementation of the decision of the General Meeting of Shareholders.

7. Miscellaneous.

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