Full Press Release Details
We are pleased to inform you that an extraordinary
general meeting of shareholders (the "Extraordinary 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, March 7, 2025 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, among others, amending its articles of association, as more fully described
in the agenda of such meeting.
Enclosed with this mailing are the convening notice
to the Extraordinary General Meeting as well as a form of proxy card to submit your votes in relation to such meeting.
Mr. Alejandro Weinstein
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" and each a "Director") is pleased to invite you to attend an extraordinary general meeting
of shareholders of the Company (the "Extraordinary General Meeting") to be held on Friday, March 7, 2025 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, among others, amending its articles of association, as more fully described in the agenda set forth below.
The agenda of the Extraordinary General Meeting
No vote is required on this item of the agenda.
The Board of Directors submits to the Extraordinary
General Meeting for acknowledgement the following (potential, as applicable) 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 December 16, 2024 (the "Articles"):
It was reported in the November 27, 2024 minutes
of the Board of Directors that Mr. Alberto Eguiguren Correa and Mr. Jose Minski had a potential conflict of interest of financial nature,
conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa and Mr. Jose 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 December 11, 2024 minutes
of the Board of Directors that Mr. Jose Minski and Mr. Alberto Eguiguren Correa had a potential conflict of interest of financial nature,
conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa and Mr. Jose 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 in accordance with the Majority Requirement.
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 January 31, 2025 minutes
of the Board of Directors that Mr. Alejandro Weinstein, Mr. Nicolas Weinstein and Mr. Alberto Eguiguren Correa had a potential conflict
of interest of financial nature, conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa, Mr. Alejandro Weinstein and Mr. Nicolas Weinstein
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 in accordance with the Majority Requirement.
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 February 2, 2025 minutes
of the Board of Directors that Mr. Alejandro Weinstein, Mr. Nicolas Weinstein and Mr. Alberto Eguiguren Correa had a potential conflict
of interest of financial nature, conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa, Mr. Nicolas Weinstein, and Mr. Alejandro Weinstein
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 in accordance with the Majority Requirement.
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 February 6, 2025 minutes
of the Board of Directors that Mr. Alberto Eguiguren Correa acting in his own name and on behalf of Mr. Alejandro Weinstein had a potential
conflict of interest of financial nature, conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa and Mr. Alejandro Weinstein 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 in accordance with the Majority Requirement.
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 February 11, 2025 minutes
of the Board of Directors that Mr. Alberto Eguiguren Correa, Mr. Alejandro Weinstein and Mr. Nicolas Weinstein had a potential conflict
of interest of financial nature, conflicting with the one of the Company, in relation to the following matters:
Therefore, in accordance with the provisions of
Article 441-7 of the Law and Article 22 of the Articles, Mr. Alberto Eguiguren Correa, Mr. Alejandro Weinstein and Mr. Nicolas Weinstein
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 in accordance with the Majority Requirement.
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.
Draft resolution (Resolution I)
"The Extraordinary General Meeting resolves
to confirm the mandate as member of the Board of Directors of Mr. Jorddy Antonio Perez Galindo, born on April 17, 1963 in Punta Arenas,
Chile, residing at Las Rosas 12880 Depto 602 Torre A - Lo Barnechea, Santiago, Chile, in replacement of Mr. David Yanovich, with
effect as of January 10, 2025 and for a period ending at the annual general meeting of shareholders approving the annual accounts for
the fiscal year ended December 31, 2024 (which corresponds to the duration of mandate of Mr. David Yanovich)."
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 10, 2025, the co-option (cooptation)
of Mr. Jorddy Antonio Perez Galindo, born on April 17, 1963 in Punta Arenas, Chile, residing at Las Rosas 12880 Depto 602 Torre A -
Lo Barnechea, Santiago, Chile, as member of the Board of Directors, in replacement of Mr. David Yanovich, with effect as of January 10,
2025 and for a period ending at the annual general meeting of shareholders approving the annual accounts for the fiscal year ended December
31, 2024 (which corresponds to the duration of mandate of Mr. David Yanovich).
The Board of Directors recommends a vote FOR
the confirmation of the mandate of Mr. Jorddy Antonio Perez Galindo in replacement of Mr. David Yanovich as of January 10, 2025 by way