Full Press Release Details
I am pleased to inform you that the annual general
meeting of shareholders (the "Annual General Meeting") of Procaps Group, S.A., a public limited liability company
(soci t anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered
office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies'
Register (Registre de Commerce et des Soci t s, Luxembourg) under number B 253360 (the "Company")
will be held on Tuesday, June 28, 2022 at 10 a.m. Luxembourg Time, exclusively by proxy, without any physical presence.
The Company being a Luxembourg company, its affairs
are governed by the provisions of the laws of Luxembourg (the "Luxembourg Laws"). In accordance with the provisions
of the Luxembourg Laws, the Company's audited consolidated financial statements for the fiscal year ended December 31, 2021 have
been prepared in accordance with the International Financial Reporting Standards ("IFRS") and the unaudited annual
accounts for the fiscal year ended December 31, 2021 have been prepared in accordance with the Luxembourg Generally Accepted Accounting
Principles ("Lux GAAP").
Enclosed with this mailing are the convening notice
to the Annual General Meeting and a proxy card relating thereto.
Chairman of the Board of Directors
Registered office: 9, rue de Bitbourg, L-1273 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 253360
The board of directors of the Company (the "Board
of Directors") is pleased to invite you to attend the annual general meeting of shareholders of the Company (the "Annual
General Meeting") to be held on June 28, 2022, at 10 a.m. (Luxembourg Time).
The agenda of the meeting is the following:
No vote is required on this item of the agenda.
The Board of Directors submits to the Annual General
Meeting for acknowledgement the following conflicts of interest arising from transactions subject to Article 441-7 of the law of August
10, 1915 on commercial companies, as amended (the "Law") and article 22 of the consolidated articles of association
of the Company as of September 29, 2021 (the "Articles").
It was reported in the minutes of the Board of
Directors' meeting adopted on 28 September 2021 that Mr. Kyle P. Bransfield and Mr. Daniel W. Fink had a conflict of interest of
financial nature, conflicting with the Company's interest (the "28 September 2021 Minutes"), in relation to the
entering by the Company into a business combination agreement governed by the laws of the State of New York together with Union Acquisition
Corp. II, an exempted company incorporated under the laws of the Cayman Islands with registration number 345887 (the "SPAC"),
Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly,
the Companies Act Cap. 386, with company registration number C 59671 and with its registered office at C1, Midland Micro Enterprise Park,
Burmarrad Road, Naxxar NXR 6345, Malta ("Crynssen") and Ozlem Limited, an exempted company incorporated under the laws
of the Cayman Islands ("Merger Sub") (as amended from time to time, the "BCA") as they directly
or indirectly held SPAC Ordinary Shares (as such term is defined in the BCA).
Indeed, the Board of Directors noted that on the
Merger Effective Time (as such term is defined in the BCA) and within the limits of article 6.1 of the Articles ("Article 6.1"),
Merger Sub merged with and into the SPAC, with the SPAC continuing as the surviving entity (the "Surviving Company")
and the Company issuing new ordinary shares (the "Holdco Ordinary Shares") as consideration contemplated thereby (the
From a Cayman law perspective, as a result of
the Merger, (i) each of the SPAC Ordinary Shares (as defined in the BCA) ceased to be outstanding, was automatically cancelled by operation
of law and ceased to exist, (ii) each certificate and book entry account represented only the Merger Consideration (as defined in the
BCA) and the right to receive cash in lieu of fractional shares and (ii) each ordinary share of Merger Sub with a par value USD 0.0001
per share issued and outstanding immediately prior to the Merger Effective Time were converted into and exchanged for the right to receive
one validly issued, fully paid and non-assessable ordinary share with a par value of USD 0.0001 per share of the SPAC. In consideration
thereof, the Company issued 20,195,494 Holdco Ordinary Shares (the "Merger New Shares") to the SPAC Shareholders (as
defined hereinafter) so that in fact each issued and outstanding SPAC Ordinary Share was automatically exchanged with the Company against
the issue by the Company of one validly issued and fully paid Holdco Ordinary Share.
It was reminded that as the concept of this so-called
"triangular" Merger is unknown under Luxembourg law, such operation was treated from a Luxembourg corporate law perspective
as a contribution in kind of the SPAC Ordinary Shares by the holders thereof issued by the SPAC prior to its initial public offering (the
"SPAC Founders"), the institutional investors that committed to purchase 10,000,000 SPAC Ordinary Shares at a purchase
price of $10.00 per share in a private placement (the "PIPE Investors") and the other shareholders of the SPAC (whose
shares were all traded on Nasdaq) (the "Other SPAC Shareholders" and collectively with the PIPE Investors and the SPAC
Founders, the "SPAC Shareholders"). The Merger New Shares were issued to and registered in the share register of the
Company in the name of the SPAC Founders and the PIPE Investors, and, as far as the Other SPAC Shareholders are concerned, in the name
of Cede & Co. ("Cede"), acting as nominee of the Depository Trust Company (the "DTC") for the
purpose of efficiently delivering the publicly traded Holdco Ordinary Shares to the Other SPAC Shareholders in exchange of all their SPAC
Ordinary Shares (the "Contribution 1 Shares") (the "Contribution 1 Share Issuance").
It was noted that in accordance with article 420-23
(6) of the Law, an independent auditor had drawn-up a report on the valuation of the Contribution 1 Shares (the "Auditor's
Therefore, in accordance with the provisions of
article 441-7 of the Law and article 22 of the Articles, Mr. Kyle P. Bransfield and Mr. Daniel W. Fink refrained from taking part to the
deliberations and from voting.
It was noted that in accordance with article 21.6
of the Articles, decisions shall be adopted by a majority vote of the Directors present or represented at such meeting (the "Majority
The Board of Directors noted that the Majority
Requirement was fulfilled for said item due to the fact that the remaining directors took part in the vote.
It was reported in the 28 September 2021 Minutes
that Mr. Kyle P. Bransfield had a conflict of interest of financial nature, conflicting with the one of the Company, in relation to the
assignment and assumption of former private and public warrants in the context of the Merger between the SPAC and Ozlem Limited as he
indirectly held private warrants in the SPAC.
Indeed, it was noted in the 28 September 2021
Minutes that in the context of the Merger, on the Merger Effective Time, (i) each private warrant outstanding in the SPAC (each a "SPAC
Private Warrant") immediately prior to the effectiveness of the Merger was converted for the right to receive one private warrant
in the Company (each a "Company Private Warrant") and (ii) each public warrant outstanding in the SPAC (each a "SPAC
Public Warrant" and together with each SPAC Private Warrant, each a "SPAC Warrant" and collectively the "Contribution
1 Warrants" and together with the Contribution 1 Shares, the "Contribution 1") immediately prior to the effectiveness
of the Merger was converted for the right to receive one public warrant in the Company (each a "Company Public Warrant"
and, together with the Company Private Warrants, the "Warrants"), each time pursuant to, and in accordance with, Section
3.05 of the BCA (the "Contribution 1 Warrant Conversion"). The SPAC took to such effect all lawful actions to cause
each outstanding SPAC Warrant to cease to represent the right to acquire one ordinary share of the SPAC and to be converted in accordance
with the terms of the Existing Warrant Agreement (as defined in the Assignment, Assumption and Warrant Amendment Agreement) (as defined
The Contribution 1 Warrant Conversion was made
in accordance with the terms and conditions of an assignment, assumption and amendment agreement entered into, on the Closing Date, between
the Company, the SPAC and Continental Stock Transfer & Trust Company (the "Assignment, Assumption and Warrant Amendment Agreement").
It was also noted and recalled that
each of the Company Public Warrants should have, and should be subject to, substantially the same terms and conditions set forth in the
SPAC Public Warrants and each of the Company Private Warrants should have, and should be subject to, substantially the same terms and
conditions set forth in the SPAC Private Warrants, except that in each case they should no longer be exercisable for SPAC Ordinary Shares
but instead should be exercisable (subject to the terms and conditions of the Existing Warrant Agreement but with such changes as introduced
by the Assignment, Assumption and Warrant Amendment Agreement) for Holdco Ordinary Shares of the Company.
Therefore, in accordance with the provisions of
article 441-7 of the Law and article 22 of the Articles, Mr. Kyle P. Bransfield refrained from taking part to the deliberations and from
The Board of Directors noted that the Majority
Requirement was fulfilled for said item due to the fact that the remaining directors took part in the vote.
It was reported in the 28 September 2021 Minutes
that Mr. Ruben Minski, Mr. Jose Minski and Mr. Alejandro Weinstein had a conflict of interest of financial nature, conflicting with the