Procaps Issues Shareholder Letter and Provides Preliminary Fiscal Year 2022 Financial Results and 2023 Guidance Reports Preliminary Financial Estimates for Net Revenue and Adjusted EBITDA for Full Year 2022 Realigns Boar

Procaps Issues Shareholder Letter and Provides

Preliminary Fiscal Year 2022 Financial Results and 2023 Guidance

Reports Preliminary Financial Estimates for

Net Revenue and Adjusted EBITDA for Full Year 2022

Realigns Board of Directors to Focus on Profitable

Announces $5M+ Share Repurchase Program

Commences $15MM Cost Reduction Plan to Improve

Margins and Financial Performance

20-F & Conference Call for Q4 and FY 2022

Financial Results Expected to Occur in March 2023

MIAMI, USA - BARRANQUILLA, COL -

February 13, 2023 - Procaps Group (NASDAQ: PROC) ("Procaps" or the "Company"), a leading integrated

LatAm healthcare and pharmaceutical conglomerate, today issued a letter to shareholders from Ruben Minski, Chairman of the Board and CEO

of Procaps, including preliminary select financial results for the fiscal year ended December 31, 2022 and guidance on its near term growth

Important Note Regarding Preliminary, Unaudited

Estimates and Non-IFRS Measures

Please note that the preliminary, unaudited results

estimates for the year ended December 31, 2022 included in this release, were prepared by the Company's management in connection

with the preparation of the Company's financial statements and are based upon preliminary operating results estimated based on information

available as of the date hereof, and include a number of subjective judgements and assumptions. Additional items that may require adjustments

to the Company's preliminary estimated financial information may be identified and could result in material changes to the Company's

preliminary estimated results. The Company's independent registered public accounting firm has not audited, reviewed, compiled or

performed any procedures with respect to the preliminary estimated financial information, nor have they expressed any opinion or any other

form of assurance on such information or its achievability. Further, these preliminary estimated results are not a comprehensive statement

or estimate of the Company's financial condition or operating results for 2022. These preliminary estimated results should not be

viewed as a substitute for complete financial statements prepared in accordance with IFRS. In addition, the preliminary estimated financial

information is not necessarily indicative of the results to be achieved for any future period. Accordingly, investors are cautioned not

to place undue reliance on this preliminary estimated financial information.

Because we have not yet completed our year-end

closing process and because of the forward-looking nature of the estimated Adjusted EBITDA and Adjusted EBITDA margin ranges presented

below for the year ended December 31, 2022, we do not have specific quantifications of the amounts that would be required to provide a

reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with IFRS to

Adjusted EBITDA for the year ended December 31, 2022. We believe that there is a degree of variability with respect to certain of the

IFRS measures and certain adjustments made to arrive at the relevant non-IFRS measure that precludes us from providing an accurate preliminary

estimate of an IFRS to non-IFRS reconciliation without unreasonable effort or expense. As a result, we believe that providing estimates

of the amounts that would be required to reconcile the ranges of our Adjusted EBITDA and Adjusted EBITDA margin would imply a degree of

precision that would be confusing or misleading to investors for the reasons identified above.

The Company is not able to reconcile its forward-looking

non-IFRS estimates of Adjusted EBITDA presented below for the year ending December 31, 2023, without unreasonable effort because of the

inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation

that have not yet occurred, are out of our control, or cannot be reasonably predicted, which could have a material impact on its future

IFRS financial results.

of Non-IFRS Measures" below for additional information.

"Dear Fellow Shareholders,

We are proud of our accomplishments since our

Nasdaq listing in September 2021. Throughout 2022, demand remained robust for RX and consumer health products, as well as for our CDMO

products. 2022 was highlighted by our ongoing pace of innovative new products launches and geographic expansion. We have also made a significant

investment in our internal capabilities to handle future growth responsibly, while improving our reporting capabilities and timeliness.

Nevertheless, 2022 was also a challenging year,

with multiple headwinds, including significant currency devaluation in the markets where we operate, supply chain disruptions and rapid

cost inflation. Our usually strong Q4 was disproportionately negatively impacted by these economic factors, as well as our distributors

reducing Covid-19 related inventories, which negatively impacted our sales. Despite these challenges, we continue to believe we are well

positioned to build significant momentum in 2023 as we drive growth, rigorously reduce cost to improve margins, and continue to focus

on our roll-up strategy - all with the goal of building sustainable value for over the long-term.

2022 Preliminary Results Preview and 2023 Preliminary

For the fiscal year 2022 we currently estimate

preliminary, unaudited revenues in the range of $405 - $415 million, with low reported single-digit growth, primarily driven by the positive

performance of our Rx, OTC product lines and CDMO products and services. Our revenue growth was impacted by unfavorable currency devaluation

in certain markets where we operate (~600 bps). We currently estimate Adjusted EBITDA margin to compress approximately 530 bps to ~19%

from 2021, with preliminary full year estimated Adjusted EBITDA for 2022 in the range of $75 - $80 million. The primary drivers of this

compression are the significant currency devaluation that we suffered in our main market, backorder impacts due to supply chain disruptions

and higher costs due to unforeseen inflation in our labor and raw material costs. Removing impacts of currency devaluation, we expect

preliminary estimated Adjusted EBITDA to be in the range of $80 - 86 million. We view these impacts as largely non-recurring in nature.

We look forward to providing additional detail on our full year financial results at our conference call expected to be held in late March

As we look forward into 2023, we expect the impact

of many of these issues to subside, and to benefit significantly from the investments in capabilities, products and geographies we have

made over the last few years. Additionally, to improve margins and near-term profitability as well as fund our growth objectives, we

are undertaking cost reduction plans with the goal of achieving up to $15 million of recurring savings to be realized over the next 18

months. While such programs are never easy, it is important we recognize the macroeconomic conditions that we are competing in, allowing

us to optimize our business in the near term without compromising our long-term objectives. We currently expect to grow net revenues

at approximately 10%+ in 2023 on a constant currency basis, and are forecasting our Adjusted EBITDA range to be approximately $90-100

In addition to improved operating performance,

we are also implementing plans to further align our organization with our shareholders including:

Alejandro Weinstein has asked to rejoin the Board

of Directors to collaborate in driving 2023 operating plans and potential M&A opportunities, and the Board has approved his appointment.

We look forward to his leadership and expertise, and it is envisioned that Alejandro will serve on the Board for the remainder of 2023.

Alejandro will succeed Daniel Fink, whose planned tenure was set to expire in 2023. Dan has been an incredible asset to the Company and

the Board for his steadfast commitment and guidance throughout our business combination and after, for which we thank him. Dan will continue

to work with us in the near term as a Board Observer, and we look forward to his continued guidance and expertise. Kyle Bransfield will

succeed Dan Fink as a member of the Audit Committee of the Board of Directors.

Additionally, insider directors have agreed to

forego any compensation for Board services in 2023.

Share Repurchase Program and Other Shareholder

We are announcing the approval by the Board of

Directors of a share repurchase program, pursuant to which the Company is authorized to repurchase $5 million of its ordinary shares over

the next 12 months (the "Repurchase Program"), subject to applicable securities laws and other requirements and the parameters

approved by the Company's shareholders at our last annual meeting.

The Repurchase Program underscores our continued

commitment to providing value to our shareholders, and our confidence in the long-term growth of our business. The Repurchase Program

will allow us to repurchase shares at what we believe are compelling valuations.

Additionally, Alejandro Weinstein and members

of the Minski family remain firmly committed to the long-term success of Procaps and we individually intend to purchase additional ordinary

shares in the open market, subject to compliance with the Company's trading and other policies and securities and other applicable

Finally, as a further demonstration of commitment

to long-term value, the members of the Minski family and Alejandro Weinstein have each separately agreed with the Company to not sell

any ordinary shares before the end of 2023 unless the share price exceeds $10, subject to customary exceptions.

Additional Management Updates

I take enormous pride that we have added substantial

depth of talent in the last few years and significantly grown the Company that my family started 45 years ago into a leading Latin American