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 Friday, June 30, 2023 at 10 a.m. Luxembourg Time.
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 financial year ended December 31, 2022 have
been prepared in accordance with the International Financial Reporting Standards ("IFRS") and the unaudited standalone
annual accounts for the financial year ended December 31, 2022 have been prepared in accordance with the Luxembourg Generally Accepted
Accounting Principles ("Lux GAAP").
The Annual General Meeting will be held at 10
a.m. Luxembourg time at the offices of Arendt & Medernach SA, 41A, avenue J.F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.
Enclosed with this mailing are the convening notice
to the Annual General Meeting as well as a proxy card relating thereto.
| Sincerely, | |
| /s/ Ruben Minski | |
| Mr. Ruben Minski | |
| Chairman of the Board of Directors | |
| June 14, 2023 |
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" and each a "Director") 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 30, 2023, at 10 a.m. (Luxembourg Time), at the offices
of Arendt & Medernach SA, 41A, avenue J.F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.
The agenda of the Annual General Meeting is the
No vote is required on this item of
No 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 have been reported to the Board of Directors
since the last general meeting of shareholders of the Company that has taken place on June 28, 2022.
on this item of the agenda.
The Board of Directors intends to present
to the Annual General Meeting the Company's annual report on Form 20-F (functioning in all material respects as consolidated report of
the Board of Directors in respect of the 2022 Annual Accounts and the 2022 Consolidated Financial Statements (as such terms are defined
hereinafter) for the financial year ended December 31, 2022, in accordance with article 1720-1 of the Law) (the "Form 20-F")
filed with the U.S. Securities and Exchange Commission on May 12, 2023.
on this item of the agenda.
The Board of Directors intends to present
to the Annual General Meeting the report issued by the Company's independent auditor (r viseur d'entreprises agr ),
Deloitte Audit, a soci t responsabilit limit e existing under the laws of the Grand Duchy
of Luxembourg, registered with the Luxembourg Trade and Companies' Register (Registre de commerce et des soci t s,
Luxembourg) under number B67895, having its registered office at 20, boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of
Luxembourg, on the 2022 Consolidated Financial Statements (the "Auditor Report") relating to the financial year ended
on this item of the agenda.
The Board of Directors intends to present
to the Annual General Meeting the report issued by the Company's statutory auditor (commissaire aux comptes), Mr. Carlos Piocuda,
on the 2022 Annual Accounts (the "Statutory Report") relating to the financial year ended December 31, 2022.
Draft resolution (Resolution I)
"The Annual General Meeting,
after having reviewed the Form 20-F and the Auditor Report, approves the audited consolidated financial statements of the Company for
the financial year ended December 31, 2022 prepared in accordance with the International Financial Reporting Standards (IFRS) (the "2022
Consolidated Financial Statements")."
The Board of Directors recommends a
vote FOR the approval of the 2022 Consolidated Financial Statements, after due consideration of the Form 20-F and the Auditor Report.
Draft resolution (Resolution II)
"The Annual General Meeting,
after having reviewed the Form 20-F and the Statutory Report, approves the unaudited standalone annual accounts for the financial year
ended December 31, 2022 prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (Lux GAAP) (the "2022
The Board of Directors recommends a
vote FOR the approval of the 2022 Annual Accounts, after due consideration of the Form 20-F and the Statutory Report.
Draft resolution (Resolution III)
General Meeting acknowledges that the Company has made a loss of USD 23,341,337.34 during the financial year ended December 31, 2022 and
resolves to approve the allocation of the results of the Company based on the 2022 Annual Accounts as follows:
| Result of the financial year 2022 | USD | (23,341,337.34) | ||
| Result brought forward | USD | (4,838,844.01) | ||
| Result to be carried forward to the following financial year | USD | (28,180,181.35) |
The Board of Directors notes that, at
a consolidated level the Company has made a profit of USD 42,540,114 during the financial year ended December 31, 2022, at an individual
(standalone) level, the Company has made a loss of USD 23,341,337.34 during such same period.
The Board of Directors recommends a
vote FOR the allocation of the results for the financial year ended December 31, 2022 at an individual (standalone) level, as set
Draft resolution (Resolution IV)
"The Annual General Meeting
resolves to confirm the mandate as member of the Board of Directors of Mr. Alberto Eguiguren Correa, born on September 20, 1964, in Santiago,
Chile, professionally residing at Avenida El Bosque Norte 0177, office 1102, Las Condes, Santiago, Chile, in replacement of Mr. Alejandro
Weinstein, with effect as of January 19, 2023 and for a period ending at the Annual General Meeting (which corresponds to the duration
of mandate of Mr. Alejandro Weinstein)."
In accordance with article 441-2 of
the Law and the provisions of articles 16.1 and 19.1 of the Articles, the Board of Directors approved on January 19, 2023, the co-option
(cooptation) of Mr. Alberto Eguiguren Correa, born on September 20, 1964, in Santiago, Chile, professionally residing at Avenida
El Bosque Norte 0177, office 1102, Las Condes, Santiago, Chile, as member of the Board of Directors, in replacement of Mr. Alejandro Weinstein,
with effect as of January 19, 2023 and for a period ending at the Annual General Meeting (which corresponds to the duration of mandate
of Mr. Alejandro Weinstein).
The Board of Directors recommend a vote
FOR the confirmation of the mandate of Mr. Alberto Eguiguren Correa in replacement of Mr. Alejandro Weinstein as of January 19,
2023 by way of co-option.
Draft resolution (Resolution V)
"The Annual General Meeting
resolves to confirm the mandate as member of the Board of Directors of Mr. Alejandro Weinstein, born on February 10, 1958, in Recoleta,
Chile, professionally residing at 21 Chesham Place, SW1X 8HG London, United Kingdom, in replacement of Mr. Daniel W. Fink, with effect
as of February 13, 2023 and for a period ending at the Annual General Meeting (which corresponds to the duration of mandate of Mr. Daniel
In accordance with article 441-2 of
the Law and the provisions of articles 16.1 and 19.1 of the Articles, the Board of Directors approved on February 13, 2023, the co-option
(cooptation) of Mr. Alejandro Weinstein, born on February 10, 1958, in Recoleta, Chile, professionally residing at 21 Chesham Place,
SW1X 8HG London, United Kingdom, as member of the Board of Directors, in replacement of Mr. Daniel W. Fink, with effect as of February
13, 2023 and for a period ending at the Annual General Meeting (which corresponds to the duration of mandate of Mr. Daniel W. Fink).
The Board of Directors recommend a vote
FOR the confirmation of the mandate of Mr. Alejandro Weinstein in replacement of Mr. Daniel W. Fink as of February 13, 2023 by
Draft resolution (Resolution VI)
"The Annual General Meeting
resolves to grant full and total discharge to the members of the Board of Directors for the exercise of their mandates for and in connection
with the financial year ended December 31, 2022."