SOPHARMA AD: Materials for the EGM of "Sopharma" AD to be held on 5 December, 2025

POLISH FINANCIAL SUPERVISION AUTHORITY

UNI - EN REPORT No

/

2025

Date of issue:

2025-11-04

Short name of the issuer

SOPHARMA AD

Subject

Materials for the EGM of "Sopharma" AD to be held on 5 December, 2025

Official market - legal basis

Art. 56. 1. 2 of Act on Public Offering

Unofficial market - legal basis

Contents of the report:

INVITATION

for an Extraordinary General Meeting of Shareholders of

"SOPHARMA”AD

ISIN B G11SOSOBT18

Event ID SFAЕGM05122025

The Board of Directors, pursuant to Art. 223 of the Commercial Act and Art. 115 of the Public Offering of Securities Act, convenes an Extraordinary General Meeting of Shareholders of “SOPHARMA”AD with unique identification code SFAЕGM 05122025, to be held on December 5, 2025 at 11:00 a.m. (9:00 a.m. UTC) at the headquarters of the Company - Sofia, with venue: ul. Lachezar Stanchev No. 5, Ground Floor, Sopharma Business Towers Shopping Center, Sopharma Event Center, and in the absence of a quorum on this date - on January 9, 2026 at the same location, with the same starting time and with the same agenda.

Pursuant to Art. 16a, para. 2 of the Company's Articles of Association and Art. 115b, para. 5 of the Public Offering of Securities Act, the Board of Directors hereby informs the shareholders that at the Extraordinary General Meeting scheduled for December 5, 2025, and in the absence of a quorum on that date – for January 9, 2026, voting by correspondence will be accepted, in accordance with the rules described in this invitation.

The Extraordinary General Meeting of Shareholders, scheduled for December 5, 2025, shall be held under the following agenda and with the following proposals for decisions by the Board of Directors:

Questions on the merits:

1. Adoption of a 6-month financial report for the first half of 2025; Proposal for a decision: EGM accepts the 6-month financial report of the Company for the first half of 2025;

2. Adoption of a decision under Art. 30, para. 5-7 of the Company's Articles of Association for the distribution of profit and payment of an interim dividend based on the adopted 6-month financial report; Proposal for a decision: The EGM adopts a decision to distribute a 6-month gross dividend in the amount of 0.07 BGN /0.03579 EUR (7 stotinki/3.579 euro cents) per share from the profit realized by the Company, according to the prepared 6-month financial report for the first half of 2025 based on the Report of the Board of Directors on the requirements of Art. 115c of the LPOS. The right to receive a dividend have the persons entered in the registers of the Central Depository AD (CD) as shareholders on the 14th day after the day of the general meeting at which the 6-month financial report was adopted and a decision was taken to distribute dividend. The Company shall ensure the payment of the dividend voted at the general meeting within 60 days of its holding. The expenses for the payment of the dividend shall be covered by the Company. The payment of the dividend is carried out with the assistance of the CD. Shareholders with accounts at an investment intermediary (II) will receive their dividend through the respective II, and those with personal accounts at the Central Depository will be able to receive their dividend from the branches of Eurobank Bulgaria AD (Post Bank) in the country;

3. Election of a registered auditor to perform a mandatory sustainability assurance engagement on the consolidated sustainability report of “Sopharma”AD for 2025, if applicable; Proposal for a resolution: The General Meeting of Shareholders elects "BAKER TILLY KLITOU & PARTNERS”EOOD, UIC 131349346, included in the register under Art. 20 of the Law on the Audit of Companies with registration number 129, as a registered auditor to perform a mandatory sustainability assurance engagement on the consolidated sustainability report of "Sopharma”AD for 2025, in accordance with the preference expressed in the recommendation of the Audit Committee, included in the materials on the agenda, if applicable;

4. Adoption of a decision to conclude a transaction within the scope of Article 114, Paragraph 1, Item 6 of the Law on Public Offering of Securities; Proposal for a decision: The EGM authorizes the company's representatives to conclude a transaction within the scope of Article 114, Paragraph 1, Item 6 of the LPOS in accordance with the terms of the Substantiated Report prepared by the Board of Directors and included in the materials for the EGM;

5. Decision on changes to the Articles of Association: Proposal for a decision: The EGM adopts changes to the Company's Articles of Association as follows:

a) Repeals the previous paragraph 9 of Article 25;

b) Adopts a new paragraph 10 of Article 25 with the following text:

"Increase in the company's capital under the following conditions:

A/ The company's capital may be increased by a decision of the Board of Directors up to BGN 1,080 million (EUR 552.2 million);

B/ The Board of Directors has the right to make decisions to increase the capital up to the amount under letter /A/ within 5 years after entry of this amendment in the Articles of Association and in the Commercial Register;

C/ Within the period under letter /B/, the Board of Directors has the right to make decisions to issue ordinary shares, preferred shares, convertible bonds (bonds that can be converted into shares) and warrants giving the right to subscribe for shares from a future increase in the company's capital. In the event of exercising warrants, respectively convertible bonds in execution of the authorization under the previous sentence, the Board of Directors has the right to make a decision to increase the capital under conditions, pursuant to Art. 113, para 2, item 2 of the Law on Public Offering of Securities, in order to ensure the rights of the holders of warrants and/or convertible bonds. The amount of the increase under the previous sentence may not exceed the amount specified in letter /A/, taking into account the possibility of exercising the rights under all warrants/respectively convertible bonds.

D/ When exercising the powers under the previous points, the Board of Directors is considered expressly authorized to adopt the relevant amendments to the Articles of Association of the company, if such amendments are required as a result of the implementation of the decisions taken to increase the capital;

E/ The threshold envisaged in letter A/ of 1,080 million (EUR 552.2 million) shall apply in total to the sum of the values of all capital increases, including the value of shares for which warrants or convertible bonds have been issued.”

Annexes

File

Description

SPH_EGM_05122025_Materials.rar

Materials for the EGM of "Sopharma" AD to be held on 5 December, 2025

SOPHARMA AD

(fullname of the issuer)

SOPHARMA AD

Farmaceutyczny (far)

(short name of the issuer)

(sector according to clasification

of the WSE in Warsow)

1220

Sofia

(post code)

(city)

IlienskoShosse

(street)

(number)

+359 2 813 42 00

+359 2 936 02 86

(phone number)

(fax)

(e-mail)

(web site)

nd

(NIP)

(REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY

2025-11-04

Ognian Ivanov Donev

Executive Director