Dear Shareholders, We are pleased to inform you that an extraordinary general meeting of shareholders (the " Extraordinary General Meeting ") and an annual general meeting of shareholders (the " Annual General Meeting ")

We are pleased to inform you that an extraordinary

general meeting of shareholders (the "Extraordinary General Meeting") and an 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 Monday, December

The Extraordinary General Meeting will be held

at 7 p.m. Luxembourg time at the offices of Arendt & Medernach SA, 41A, avenue J.F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg,

for the purpose of amending its articles of association, as more fully described in the agenda of that meeting.

Immediately following the conclusion of the Extraordinary

General Meeting, the Company will hold the Annual General Meeting at the same place.

Enclosed with this mailing are the convening notice

to the Extraordinary General Meeting and the Annual General Meeting, as well as a form of proxy card to submit your votes in relation

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 an extraordinary general meeting

of shareholders of the Company (the "Extraordinary General Meeting") and an annual general meeting of shareholders (the

"Annual General Meeting" and together with the Extraordinary General Meeting, the "Meetings") to

be held on Monday, December 16, 2024.

The Extraordinary General Meeting will be held

at 7 p.m. Luxembourg time at the offices of Arendt & Medernach SA, 41A, avenue J.F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg,

for the purpose of amending its articles of association, as more fully described in the agenda of that meeting.

Immediately following the conclusion of the Extraordinary

General Meeting, the Company will hold the Annual General Meeting at the same place.

In such context, it must be noted that on October

10, 2024, the Company filed a Form 6-K with the U.S. Securities and Exchange Commission to disclose certain interim results of its independent

investigation on certain related party transactions. Amongst other consequences, the audit committee of the Company has concluded that

the Company's previously issued consolidated financial statements for the financial years ended December 31, 2021 and December 31,

2022 should no longer be relied upon.

Since the investigation is not yet completed,

the Company has not yet finalised the rectification of the consolidated financial statements for the financial years ended December 31,

2021 and December 31, 2022, nor the consolidated financial statements for the financial year ended December 31, 2023.

Further, the Company is currently assessing whether

the standalone annual accounts for the financial years ended December 31, 2021, December 31, 2022 and December 31, 2023 will be impacted

by the rectifications to be made at a consolidated level.

The Company is working closely with all relevant

parties to submit without further delay the relevant financial statements together with all ancillary documents, to the approval of the

general meeting of shareholders of the Company, as soon as the investigation is completed and the accounting situation rectified (to the

The agendas of the Meetings are the following:

capital, excluding the share capital, is set at six million eight hundred seventy-one thousand seven hundred fifty-eight United States

Dollar and seventeen cent (USD 6,871,758.17), consisting of six hundred eighty-seven million one hundred seventy-five thousand eight hundred

seventeen (687,175,817) Ordinary Shares. During a period of five (5) years from the date of incorporation or any subsequent resolutions

to create, renew or increase the authorised capital pursuant to this article, the board of directors is hereby authorised and empowered

within the limits of the authorised capital to (i) realise for any reason whatsoever including, any issue in one or several successive

tranches of (a) any subscription and/or conversion rights, including warrants (which may be issued separately or attached to Ordinary

Shares, bonds, options, notes or similar instruments), convertible bonds, notes or similar instruments (the "Share Rights")

as well as (b) new Ordinary Shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the

Company, by way of conversion of available reserves or in any other manner; (ii) determine the place and date of the issue or the successive

issues, the issue price, the terms and conditions of the subscription of and paying up on the new Ordinary Shares; and (iii) remove or

limit the preferential subscription right of the shareholders in case of issue against payment in cash of Ordinary Shares, warrants (which

may be separate or attached to Ordinary Shares, bonds, notes or similar instruments), convertible bonds, notes or similar instruments.

The Ordinary Shares to be issued upon exercise of any Share Rights may be issued beyond the aforementioned authorised capital period of

five (5) years as long as the Share Rights were issued within the relevant aforementioned authorised capital period of five (5) years."

The Board of Directors recommends a vote FOR

the adoption of the above-described item.

"12.1 Except as otherwise provided herein

or by the Law, these articles of association may be amended by at least two thirds of the votes validly cast at a general meeting at which

a quorum of more than half of the Company's share capital is present or represented. If no quorum is reached in a meeting, a second meeting

may be convened in accordance with the provisions of article 9.3 which may deliberate regardless of the quorum and at which resolutions

are adopted by at least two thirds of the votes validly cast. Abstentions and nil votes shall not be taken into account."

The Board of Directors recommends a vote FOR

the adoption of the above-described item.

"16.1 The Company shall be managed by

a board of directors composed of at least five (5) directors and which shall be nominated pursuant to these articles of association and

any nomination agreement to which the Company is a party. Where the Company has been incorporated by a single shareholder or where it

appears at a shareholders' meeting that all the Shares issued by the Company are held by a sole shareholder, the Company may be managed

by a sole director until the next general meeting of shareholders following the increase of the number of shareholders. In such case,

to the extent applicable and where the term "sole director" is not expressly mentioned in these articles of association, a

reference to the "board of directors" used in these articles of association is to be construed as a reference to the "sole

The Board of Directors recommends a vote FOR

the adoption of the above-described item.

"19.1 In the event of a vacancy in the

office of a director because of death, legal incapacity, bankruptcy, resignation or otherwise, this vacancy may be filled on a temporary

basis and for a period of time not exceeding the initial mandate of the replaced director by the majority of the remaining directors until

the next meeting of shareholders which shall resolve on the permanent appointment in compliance with the applicable legal provisions."

The Board of Directors recommends a vote FOR

the adoption of the above-described item.

No vote is required on this item of the agenda.

The Board of Directors submits to the Annual General

Meeting for acknowledgement the following (potential) 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 April 5, 2024 minutes of

the Board of Directors that Mr. Ruben Minski and Mr. Jos Minski had a potential conflict of interest, conflicting with the one

of the Company, in relation to the decision of the audit committee of the Company to formally close the independent investigation relating

to matters involving the Company's historical accounting treatment and associated financial statement disclosures related to (i)

a credit agreement dated as of April 3, 2012, by the Company, the Minski family and the Fundaci n de Inter s Privado Forschung

Internacional, acting as lender, and (ii) a separate USD 700,000 outstanding loan believed to have been owed by the Company.

Therefore, in accordance with the provisions of

Article 441-7 of the Law and Article 22 of the Articles, Mr. Ruben Minski and Mr. Jos Minski 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 September 9, 2024 minutes

of the Board of Directors that Mr. Jos Minski and Mr. Ruben Minski had a conflict of interest of financial nature, conflicting

with the one of the Company, in relation to the approval of a junior unsecured subordinated promissory note by means of which a vehicle