Dear Shareholders, We hereby inform you that, at the request of a shareholder, a general meeting of shareholders (the " General Meeting ") of Procaps Group, S.A. , a public limited liability company ( soci t anonyme ) in

We hereby inform you that, at the request of

a shareholder, a general meeting of shareholders (the "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, January 22, 2024 at 3:00 p.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 General Meeting as well as a proxy card relating thereto.

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") hereby invites you to attend the general meeting of shareholders of

the Company (the "General Meeting") to be held on Monday, January 22, 2024 at 3:00 p.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 General Meeting is as follows:

(As per the requests of certain shareholders

of the Company which are parties to that certain nomination agreement entered into on September 29, 2021, by and among the Company, Union

Group International Holdings Limited, Union Acquisition Associates II, LLC, Hoche Partners Pharma Holding S.A., the Sognatore Trust, the

Simphony Trust and the Deseja Trust (the "Nomination Agreement") and which are entitled to propose for appointment

one or multiple director(s) of the Company in accordance with the terms and conditions of the Nomination Agreement, such shareholders

are proposing for appointment the same members as the current board members in relation to item 2 on the agenda.)

Each of the items to be voted on at

the 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 General Meeting.

The rights of any registered shareholder

and of any holder of the Company's shares traded on the Nasdaq Stock Market in the US under the ticker symbol "PROC"

held in the name of Cede & Co. on behalf of the Depository Trust and Clearing Corporation ("DTCC") to participate

in the General Meeting shall be determined with respect to the shares of the Company held by that holder on January 5, 2024, at 24:00

(midnight) Luxembourg time (the "Record Date").

Without prejudice to the possibility

to attend the General Meeting in person (cf. point II. C. (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 General Meeting 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 General Meeting, 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. E. 7.2 of this convening notice) at the latest on January 19, 2024 at 4:00 p.m.

Luxembourg time (cut-off date/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. E. 7.2 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 General Meeting in person (cf. point II. C. (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 General Meeting can exercise their voting rights in one of the following manners:

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 General Meeting should you

decide to attend the General Meeting. The Internet voting procedures are designed to authenticate shareholders' identities, to

allow shareholders to give their voting instructions, and to confirm that shareholders' instructions have been recorded properly. The

deadline to vote by Internet is the Cut-Off Date/Time.

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 do not wish to attend the General Meeting in person may appoint in a proxy card (a template form of which can

be downloaded from the Company's website https://investor.procapsgroup.com, under Governance, at Governance Documents (https://investor.procapsgroup.com/governance/governance-documents)

(the "Proxy Card") the Chairman of the General Meeting, whom failing, any lawyer and/or employee of Arendt & Medernach

S.A, as proxy voting representative appointed by the Company, each with full power of substitution, to participate in and vote at the

General Meeting on their behalf. The proxy voting representative will be bound by the respective instructions of the shareholder provided

in the Proxy Card prior to the General Meeting.

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 do not wish to attend the General Meeting in person may also appoint in the Proxy Card another natural or legal

person who needs not to be a shareholder itself to attend and vote at the General Meeting on their behalf.

The proxyholder will have to identify

himself on the date of the General Meeting by presenting a non-expired identity card or passport. Persons designated as

a proxy must also bring the underlying, duly executed, Proxy Card to the General Meeting.

In case of ordinary shares owned by

a corporation or any other legal entity, individuals representing such entity who wish to physically attend the General Meeting and vote

at the General Meeting on behalf of such entity, must present evidence of their authority to attend and vote at the General Meeting by

means of a proper document (such as a special power of attorney) issued by the entity represented. A copy of such power of attorney or

other proper document should be filed no later than the Cut-Off Date/Time with the Company (the details of which are included

in section II. E. 7.1 of this convening notice), with a copy to CST (the details of which are included in section II. E. 7.2 of this convening

notice), by mail or by e-mail. Such evidence of authority must also be presented at the General Meeting.

For the General Meeting to proceed

in a timely and orderly manner, proxyholders are requested to arrive on time. Cameras, cell phones, recording equipment and other electronic

devices will not be permitted at the General Meeting.

Proxy Cards must be received by CST

no later than the Cut-Off Date/Time by way of one of the matters set forth in the Proxy Card to be considered validly submitted.

Proxy Cards received after the Cut-Off Date/Time will not be considered validly received.

Notwithstanding points

II. C. (a) and II. C. (b) above, all shareholders wishing to participate and vote in person in the General Meeting shall notify the Company

(the details of which are included in section II. E. 7.1 of this convening notice), with a copy to CST (the details of which are included

in section II. E. 7.2 of this convening notice), thereof at the latest at the Cut-Off Date/Time, in writing by mail or by

e-mail. Shareholders who have not registered by the Cut-Off Date/Time are not entitled to attend the General Meeting in person.

In the case of ordinary shares owned

by a corporation or any other legal entity, individuals representing such entity who wish to attend the General Meeting in person and

vote at the General Meeting on behalf of such entity must present evidence of their authority to attend and vote at the General Meeting,

by means of a proper document (such as a special power of attorney) issued by the entity represented. A copy of such power of attorney