No. 28 / 30 April 2026
To: BUCHAREST STOCK EXCHANGE
FINANCIAL SUPERVISORY AUTHORITY
CURRENT REPORT
According to the stipulations of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, Law no. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented, and the provisions of the Bucharest Stock Exchange Code
Report Date: 30 April 2026
Name of the issuing company: MED LIFE S.A. ("MedLife" or "the Company")
Unique Registration Code at the National Office of Trade Registry: 8422035
Order number on the Trade Registry: J1996003709402
EUID: ROONRC.J1996003709402
Subscribed and paid-in share capital: RON 132,870,492
Total number of shares: 531,481,968 (out of which 665,983 shares without voting rights and 530,815,985 shares with voting rights)
Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category
Significant events to report:
Resolutions of the Ordinary and Extraordinary General Meetings of Shareholders of
MED LIFE S.A.
In accordance with Law no. 31/1990, republished, as further amended and supplemented, Law no. 24/2017 on issuers and market operations, republished and FSA Regulation no. 5/2018 on issuers and market operations, Med Life S.A. informs investors regarding the:
Resolutions of the Ordinary and Extraordinary General Meetings of Shareholders of MED LIFE S.A. from 30 April 2026
The resolutions are attached herein to this current report.
______________
Mihail Marcu
Chief Executive Officer
Annex
RESOLUTION OF
THE ORDINARY GENERAL SHAREHOLDERS MEETING
MED LIFE S.A.
No. 1 / 30.04.2026
The ordinary general shareholders meeting of MED LIFE S.A. (the "Meeting"), a joint stock company managed in a one tier system and functioning under the laws of Romania, having its headquarters in Romania, Bucharest, no. 365, Calea Grivitei, district 1, registered with the National Office of the Trade Registry associated with the Bucharest Tribunal, under no. J1996003709402, EUID:ROONRC.J1996003709402, sole registration code 8422035, having a share capital subscribed and paid of RON 132,870,492 (hereinafter the "Company"), legally and statutorily convened, on the grounds of art. 117 of the Companies Law no. 31/1990, republished, as further amended and supplemented, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as further amended and supplemented ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's articles of association, by publication of the convening notice in the Official Gazette of Romania, Part IV no. 1879/27.03.2026 and in the newspaper "Bursa", edition 57 of 27.03.2026, as well as by sending the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority in the current report no. 20 of 27.03.2026,
Legally and statutorily assembled on 30.04.2026, at 10.00 hours, in the first convening at the headquarters of the Company located in Bucharest, no. 365, Calea Grivitei, district 1, attended in person or by representation as well as be casting the votes through correspondence, by a number of 58 shareholder holdings on the Reference Date 21.04.2026 a total number of 432,163,849 shares bearing voting rights, representing 81.4150% of the total voting rights and 81.3130% of the share capital of the Company on the Reference Date,
RESOLVES
1. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
The individual annual financial statements of the Company for the financial year ended 31.12.2025, prepared in accordance with the International Financial Reporting Standards (IFRS), based on the Independent Auditor's Report and the Company's Administrators' Report for the financial year 2025.
2. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
The consolidated annual financial statements of the Company for the financial year ended 31.12.2025, prepared in accordance with the International Financial Reporting Standards, based on the Independent Auditor's Report and the Company's Administrators' Report for the financial year 2025.
3. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
The Company's Annual Report comprising the Company's individual and consolidated annual financial statements for the financial year 2025, the Directors' Report and the Sustainability Report prepared in accordance with the Corporate Sustainability Reporting Directive (CSRD), for the financial year 2025, as well as the statement of the responsible persons as provided for in Article 65(2)(c) of Law no. 24/2017.
4. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 431,891,378 votes cast validly, of which 431,891,378 votes were cast "for" representing 100% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, and 272,471 votes casted "abstained"
approves
The discharge of the members of the Board of Directors of their responsibilities for the 2025 financial year.
5. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 430,128,034 votes cast validly, of which 388,106,019 votes were cast "for" representing 90.2303% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 42,022,015 votes were cast "against" representing 9.7697% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 2,035,815 votes casted "abstained"
approves
The aggregate amount of RON 8,800,000/year (net amount) as the general limit for (i) all additional remuneration that may be granted to the members of the Board of Directors and (ii) all remuneration of the executive managers of the Company.
6. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 432,163,849 votes cast validly, of which 378,967,671 votes were cast "for" representing 87.6907% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 53,196,178 votes were cast "against" representing 12.3093% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 0 votes casted "abstained"
approves
The Remuneration Report of the members of the Board of Directors and executive managers of the Company for the year 2025, as presented to the shareholders (consultative vote).
7. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 432,163,849 votes cast validly, of which 390,141,834 votes were cast "for" representing 90.2764% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 42,022,015 votes were cast "against" representing 9.7236% of the total number of votes validly casted by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 0 votes casted "abstained"
approves
The revenue and expenditure budget and business programme of the Company at individual level for the 2026 financial year.
8. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
The consolidated revenue and expenditure budget and business programme of the Company for the 2026 financial year.
9. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
Empowerment of the Chairman of the Board of Directors of the Company to draw up and sign on behalf of the Company, to file any documents and to issue any required affidavits and to fulfil any formalities regarding the OGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.
The aforementioned resolutions have been prepared and signed in Bucharest, in 4 original copies, each comprising 4 pages, today 30.04.2026.
Meeting Chairman Meeting Secretary
Mihail Marcu Caloian-Istrate Serban-Danut
RESOLUTION OF
THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
MED LIFE S.A.
No. 2 / 30.04.2026
The extraordinary general shareholders meeting of MED LIFE S.A. (the "Meeting"), a joint stock company managed in a one tier system and functioning under the laws of Romania, having its headquarters in Romania, Bucharest, no. 365, Calea Grivitei, district 1, registered with the National Office of the Trade Registry associated with the Bucharest Tribunal, under no. J1996003709402, EUID:ROONRC.J1996003709402, sole registration code 8422035, having a share capital subscribed and paid of RON 132,870,492 (hereinafter the "Company"), legally and statutorily convened, on the grounds of art. 117 of the Companies Law no. 31/1990, republished, as further amended and supplemented, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as further amended and supplemented ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's Articles of Association, by publication of the convening notice in the Official Gazette of Romania, Part IV no. 1879/27.03.2026 and in the newspaper "Bursa", edition 57 of 27.03.2026, as well as by sending the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority in the current report no. 20 of 27.03.2026,
Legally and statutorily assembled on 30.04.2026, at 10.35 hours, in the first convening at the headquarters of the Company located in Bucharest, no. 365, Calea Grivitei, district 1, attended in person or by representation as well as be casting the votes through correspondence, by a number of 58 shareholders holding on the Reference Date 21.04.2026 a total number of 432,163,849 shares bearing voting rights, representing 81.4150% of the total voting rights and 81.3130% of the share capital of the Company on the Reference Date,
RESOLVES
1. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 432,163,849 votes cast validly, of which 374,494,480 votes were cast "for" representing 86.6557% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 55,633,554 votes were cast "against" representing 12.8733% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 2,035,815 votes casted "abstained" representing 0.4711% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting
approves
The acquisition by the Company, either directly or by a third party acting on its own behalf, but for the Company, of a total number of 6,732,879 own shares, for a maximum period of time of 18 months from the date of publishing the decision in the Official Gazette of Romania, part IV, at a price per share (i) minimum equal to the market price of a share on the BVB at the time of purchase and (ii) maximum equal to the higher value between the price of the last independent transaction and the highest price at that time of the purchase offer on the BVB, in accordance with the provisions of Article 3, paragraph (2) of Commission’s Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures. The nominal value of the own shares thus acquired by the Company, including those already in its portfolio, cannot exceed the threshold of 10% of the subscribed share capital of the Company as of the date of the buy-back. The own shares thus acquired will be offered to the employees and management members of the Company, former or current management members, or former or current employees of some of the Company's subsidiaries (namely companies which, at the time of granting, are controlled legal entities of the Company), and/or will be offered in exchange for shares/ownership interests held in the Company's subsidiaries by former or current management members or former or current employees of some of the Company's subsidiaries.
2. By a total number of 432,163,849 shares for which valid votes have been cast, representing 81.3130% of the Company's share capital and a total number of 432,163,849 votes cast validly, of which 376,530,295 votes were cast "for" representing 87.1267% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 55,633,554 votes were cast "against" representing 12.8733% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 0 votes casted "abstained"
approves
Empowerment of the Board of Directors of the Company in order to execute all necessary and useful operations and/or procedures, regarding the implementation of point 1 above. The Board of Directors is granted power also to decide upon modifying the scope of the share buy-back programme mentioned at point 1 above, except for the situation in which the new scope would require the approval of the general shareholders meeting.
3. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
The updated Articles of Incorporation of the Company, in the form attached to this Notice of Meeting, in accordance with the Explanatory Note regarding the approval of certain amendments to the Articles of Incorporation of Med Life S.A., presented to the shareholders.
4. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting
approves
Empowerment of the Chairman of the Board of Directors of the Company to draw up and sign on behalf of the Company, to file any documents and to issue any required affidavits and to fulfil any formalities regarding the EGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.
The aforementioned resolutions have been prepared and signed in Bucharest, in 4 original copies, each comprising 4 pages, today 30.04.2026.
Meeting Chairman Meeting Secretary
Mihail Marcu Caloian-Istrate Serban-Danut