Dear Shareholders, We are pleased to inform you that an extraordinary general meeting of shareholders (the " Extraordinary General Meeting ") and the 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 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 5 December 2025.

The Extraordinary General Meeting will be held

at 6 p.m. Luxembourg time at the offices of 55LEGAL, 31, Grand-Rue, L-1661 Luxembourg, Grand Duchy of Luxembourg, for the purpose of changing

the corporate denomination of the Company, 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.

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 rectified audited consolidated financial statements for the financial years ended December

31, 2021 and December 31, 2022 and the Company's audited consolidated financial statements for the financial years ended December

31, 2023 have been prepared in accordance with the International Financial Reporting Standards and Company's unaudited standalone

annual accounts for the financial years ended December 31, 2023 been prepared in accordance with the Luxembourg Generally Accepted Accounting

Enclosed with this mailing are the convening notice

to the Extraordinary General Meeting and the Annual General Meeting, an annex containing the proposed resolutions and recommendations

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

in relation to these meetings.

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 the annual general meeting of shareholders

of the Company (the "Annual General Meeting" and together with the Extraordinary General Meeting, the "Meetings")

to be held on 5 December, 2025.

The Extraordinary General Meeting will be held

at 6 p.m. Luxembourg time at the offices of 55LEGAL, 31, Grand-Rue, L1661 Luxembourg, Grand Duchy of Luxembourg, for the purpose

of changing the corporate denomination of the Company, 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.

The audit committee of the Company previously

reported to the Board the final results of the Company's independent investigation on certain related party transactions and among

other consequences concluded that the Company's previously issued audited consolidated financial statements for the financial years

ended December 31, 2021 and December 31, 2022 should no longer be relied upon.

Consequently, the Company is hereby submitting,

amongst others matters, rectified audited consolidated financial statements for the financial years ended December 31, 2021 and December

31, 2022 to the Company's shareholders.

The Company is further submitting hereby the audited

consolidated financial statements for the financial year ended December 31, 2023, together with the unaudited standalone annual accounts

for the financial year ended December 31, 2023.

An annex to the present convening notice to the

Meetings, containing the proposed text of the resolutions and voting recommendations in relation to the Meetings and the agendas of the

Meetings below will be made available to the shareholders of the Company on the Company's website https://investor.procapsgroup.com, under

Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents).

II. AVAILABILITY OF THE DOCUMENTATION, ATTENDANCE

AND VOTING PROCEDURE

In accordance with Article 461-6 of

the Law, as of September 20, 2025, shareholders may take notice at the Company's registered office of the following documents and/or information:

Certain of these documents are also

made available in the investors section of the Company's website https://investor.procapsgroup.com, under Governance, at Governance Documents

(https://investor.procapsgroup.com/governance/governance-documents).

Each of the items to be voted on at

the Extraordinary General Meeting would be adopted by a majority of at least two-thirds (2/3) of the votes validly cast at the Extraordinary

General Meeting provided that a quorum of more than half of the Company's share capital is present or represented at the Extraordinary

General Meeting. If no quorum is reached at the Extraordinary General Meeting, a second extraordinary general meeting may be convened

and resolutions shall be adopted, regardless of the quorum, at a majority of at least two-thirds (2/3) of the votes validly cast.

Each of the items to be voted on at

the Annual General Meeting would be adopted at a simple majority of votes validly cast that would vote in favour, regardless of the portion

of the issued share capital of the Company represented at the Annual General Meeting. Items 1, 2, 4, 6, 7, 10 of the Annual General Meeting

do not require any vote.

The rights of any registered shareholder

and of any holder of the Company's shares held in the name of Cede & Co. on behalf of the Depository Trust and Clearing Corporation

("DTCC") to participate in the Meetings shall be determined with respect to the shares of the Company held by that

holder on 12 November 2025 (midnight) Luxembourg time (the "Record Date").

Without prejudice to the possibility

to attend the Meetings in person (cf. section II. D. (c) below), holders of shares held through the operator of a securities settlement

system or with a depositary (including nominees or brokers that hold shares through DTCC) wishing to vote at the Meetings should request

from their operator or depositary or sub-depositary a certificate certifying the number of ordinary shares recorded in their account on

the Record Date or any other proof of detention of ownership in a form acceptable to the Company at its own and full discretion.

To vote in the Meetings, such holders

of shares held through the operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares

through DTCC) shall submit a copy of such certificate or other proof of detention in writing by mail or by e-mail via their custodian

to the Company's registrar and transfer agent, Continental Stock Transfer & Trust Company ("CST") (the details

of which are included in section II. F. (b) of this convening notice) at the latest on December 2nd 11:59PM EST

(December 3rd 2025, 5:59AM Luxembourg time) the "Cut-Off Date/Time").

Holders of shares held through a brokerage

account, should contact their broker to receive information on how to vote their shares.

Holders of shares held through the

operator of a securities settlement system or with a depositary (including nominees or brokers that hold shares through DTCC) have the

right to instruct their nominee or broker on how to vote with a voter instruction form, or as may otherwise be established by the nominee

or broker. Beneficial holders who wish to vote directly must request the nominee or broker that appears as the registered shareholder

on the Record Date to issue a legal proxy which allows the beneficial owner to vote his or her shares directly. Beneficial owners who

do not vote via their brokers or nominees in accordance with the instructions received or do not have a legal proxy are not eligible to

Votes must be received by CST (the

details of which are included in section II. F. (b) of this convening notice), in writing by mail or by e-mail, no later than the

Cut-Off Date/Time to be considered validly submitted.

Without prejudice to the possibility

to attend the Meetings in person (cf. section II. D (c) below), holders of shares held by name directly in the books and records of the

Company s registrar and transfer agent, CST (i.e., other than through a brokerage account) who wish to participate and exercise

their voting rights at the Meetings can exercise their voting rights in one of the following manners:

Registered shareholders with shares

registered directly in their names with CST will also be able to vote by Internet. If your shares are held in an account at a brokerage

firm or bank participating in this program or registered directly in your name with CST you may vote those shares by accessing the Internet

website address specified on your form of Proxy Card (as defined hereinafter) instead of completing and signing the Proxy Card itself.

Submitting an Internet proxy will not affect your right to vote at the Meetings should you decide to attend the Meetings. The Internet