Full Press Release Details
Grand Duchy of Luxembourg
Luxembourg, 20 November 2024
Convening notice to the ordinary general meeting
of the shareholders of the Company
General nature of the business to be transacted:
(i) presentation and approval of the standalone financial statements of the Company for the financial year having ended on 31 December
2023 drawn-up in United States Dollars and according to Luxembourg generally accepted accounting principles (Lux GAAP), (ii) confirmation
of the allocations to the undistributable reserve accounts as outlined in the standalone financial statements of the Company approved
at the occasion of the annual general meeting of the shareholders held on 6 August 2024 and confirmation of a corresponding reclassification
of a portion of the Company's retained (losses) earnings for the financial year having started on 1 January 2024, (iii) dismissal
of KPMG Audit S. r.l. as statutory auditor (r viseur d'entreprises agr ) of the Company with immediate
effect and appointment of ATWELL as statutory auditor (r viseur d'entreprises agr ) of the Company in Luxembourg,
due to local regulatory reasons, with immediate effect and until the annual general meeting of the shareholders of the Company approving
both the consolidated and the standalone financial statements of the Company for the financial year ending on 31 December 2024 and (iv)
ratification of the appointment of EMMERICH, C RDOVA Y ASOCIADOS SOCIEDAD CIVIL DE RESPONSABILIDAD LIMITADA (KPMG Per )
as contractual auditor of the Company in order to continue the compliance with the requirements of the U.S. Securities and Exchange Commission
with immediate effect and until the annual general meeting of the shareholders approving both the consolidated and the standalone financial
statements of the Company for the financial year ending on 31 December 2024.
We write to you in your capacity as shareholder
of the Company and we hereby kindly convene you to the ordinary general meeting of the shareholders of the Company (the Meeting)
which will take place at 6, Rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, on 30 December 2024 at 3:00 pm CET or at any
earlier or later date that could be agreed by all the shareholders.
The Meeting will have the following agenda:
on 6 August 2024 (the Reserve
Allocations) and confirmation of a corresponding reclassification of a portion of the Company s retained (losses) earnings for
the financial year having started on 1 January 2024;
Any shareholder who holds one or more class A
share(s) and/or class B share(s) of the Company on 21 November 2024 at 23:59 CET will be admitted to the Meeting and may attend and vote
at the Meeting, as applicable.
If you wish to attend in person, please confirm
your participation at the Meeting by email to cmb@cbconsultoria.com and Francois.Bernard@Stibbe.com
before 27 December 2024 at 6:00 pm CET.
If you do not wish to attend the Meeting in person,
you may appoint any person as your attorney by written proxy given by facsimile or email or by any other similar means, to represent
you at the Meeting. In this case, you are kindly requested to execute the power of attorney attached hereto as Schedule 1, and
to send a pdf copy of the signed document to cmb@cbconsultoria.com and Francois.Bernard@Stibbe.com
before 27 December 2024 at 6:00 pm CET. Should you wish to appoint another attorney than the one proposed in the attached
power of attorney, please specify the name(s) of any such alternate attorney(s) in the form of power of attorney.
The original power of attorney or voting form
should be sent to the following address:
c/o Mr. Fran ois Bernard
26, boulevard F.W. Raiffeisen
L-2411 Luxembourg - Grand Duchy of
The 2023 Lux GAAP Financial Statements will be
available at the registered office of the Company at least 8 days before the Meeting for inspection by the shareholders of the Company.
| /s/ Mauricio Balbi Bustamante | |
| Name: Mauricio Balbi Bustamante | |
| Function: Authorised Representative |
SCHEDULE 1: POWER OF ATTORNEY
[If the shareholder is a company]
The undersigned, [Name of shareholder],
domiciled at [Address] registered with [name of register] under number [number] (the Undersigned),
[If the shareholder is a physical person]
The undersigned, [Name of shareholder],
residing professionally at [Address] (the Undersigned),
hereby grants a special power of attorney, with
full power of substitution, (i) to any employee of TMF Group Luxembourg and/or (ii) to any lawyer or employee of the law firm Stibbe
Avocats in Luxembourg, each acting under his/her sole signature (the Attorney),
to represent the Undersigned and intervene in
the name and on behalf of the Undersigned at the general meeting of AUNA S.A., a public limited liability company (soci t
anonyme) incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Jean Monnet,
L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under
number B267590 (the Company), which will take place in Luxembourg, at 6, Rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg,
on 30 December 2024 at 3:00 pm CET or at any earlier or later date that could be agreed by all the shareholders, and to vote in favour
of the items contained in the following agenda:
effect and until the annual general
meeting of the shareholders approving both the consolidated and the standalone financial statements of the Company for the financial year
ending on 31 December 2024;
The Undersigned authorizes the Attorney to approve,
reject or modify any item on the agenda and, with the express approval of the Undersigned, add any item to the agenda, in his name and
gives as well full powers to the Attorney to sign all documents or do all acts and declarations necessary or useful in connection with
or in respect of the performance of this power of attorney, even though not especially indicated, undertaking to ratify and confirm such
acts and signatures if the need would arise.
If the general meeting of the Company referenced
above has not taken place within three (3) months following the issuance of this power of attorney, then the Undersigned shall have the
power at any time thereafter to revoke all authority conferred by this power of attorney by giving written notice to the Attorney that
this power of attorney has been terminated, which termination shall be effective upon receipt of such notice by the Attorney.
The Undersigned undertakes to indemnify the Attorney
fully against all claims, losses, costs, expenses, damages or liability which the Attorney sustains or incurs as a result of any action
taken by him/her in good faith pursuant to this power of attorney.
This power of attorney is governed by and shall
be construed in accordance with the laws of the Grand Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall
have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this power of attorney.
[Remainder of the page intentionally left
blank - Signature page follows]
Given on ________________, 2024
[If the shareholder is a company]
By: [name of shareholder]
| Name: [ Name of signatory ] | ||
| Title: [*] |
[If the shareholder is physical person]
[First and last names]
[If the shareholder is a company]