Minutes of the Board of Directors' Meeting of The

Home , Going concern

Biotoscana Investments S.A. Société anonyme Siège social: 1470 Luxembourg, 70 route d’Esch Grand-Duché de Luxembourg R.C.S. Luxembourg B 162861 (the “Company”)

MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF THE COMPANY held on March 27, 2019, at 1.00 pm CET at 1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg

DIRECTORS PRESENT:

Myriam Deltenre Roberto Luiz Guttmann Evis Hursever Brenno Raiko Nicolás Sujoy Anders Tullgren Juan Pablo Zucchini (each a Director and together the Directors or the Board of Directors)

INVITEES: Federico Wintour Raquel Balsa Fernando Sampietro Lucas Granillo Ocampo

CONSTITUTION OF MEETING The meeting was opened from Luxembourg. Juan Pablo Zucchini acted as Chairman of the meeting and Myriam Deltenre acted as Secretary of the meeting. The Chairman notes that at least a majority of the Directors are present or represented at the meeting and that all Directors had due notice and knowledge of the agenda prior to this meeting. He further notes that a quorum was present and that the meeting is validly constituted in accordance with article 27 and 28 of the articles of association of the Company, and that the meeting can validly proceed.

Page 1 of 3

1. 2018 Results

Management made a presentation, responded to questions from the Board of Directors and the Board of Directors discussed matters regarding P&L for the year 2018 and comparison to budget, impact of Argentine devaluation and performance of partner licenses; comparison of 2018 P&L with 2017 numbers, in particular with respect to net revenues, EBITDA and net income; evaluation of the fourth quarter results, P&L and net revenues; analysis of cash flow for 2018, level of inventories and accounts receivables.

2. February Flash and Year to Date

Management made a presentation, responded to questions from the Board of Directors and the Board of Directors discussed matters regarding 2019 numbers and P&L analysis; net revenue and EBITDA numbers, comparison between actual numbers and budget, impact of new launches in Brazil and Colombia, comparison against 2018 numbers, analysis of sales by product, revenues and EBITDA breakdown by country.

3. Budget 2019

Management made a presentation, responded to questions from the Board of Directors and the Board of Directors discussed matters regarding budget process and guidelines, P&L budget for 2019 and comparison against 2018 numbers, performance of new launches, impact of currency devaluation and partner products, currency net revenues and EBITDA, breakdown by geography, expected growth in net revenues, sales by product, direct free cash flow projection, main risks and opportunities.

4. Luxembourg Financial Statements (stand-alone) for 2018

The Board of Directors unanimously approved the financial statements (stand-alone) of the Company for the year closed on December 31, 2018 that are attached hereto as Exhibit A.

5. Annual General Meeting Documents

The Board of Directors unanimously approved (i) the call notice to the shareholders meeting of the Company to be held on April 30th, 2019 at 1:00 pm, at the registered office of the Company, L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg for the purpose of considering and voting upon the agenda included in such summons and attached as Exhibit B and (ii) the management proposal for the meeting that is attached as Exhibit C.

6. Strategic Plan Update

Management made a presentation, responded to questions from the Board of Directors and the Board of Directors discussed matters regarding status of the strategic plan.

Page 2 of 3

TERMINATION

There being no further business, the Chairman declared the meeting closed at 7:00 pm CET (Central European Time).

______Juan Pablo Zucchini Myriam Deltenre Chairman of the Meeting Secretary of the Meeting

Page 3 of 3

EXHIBIT A Financial Statements (stand-alone) of the Company for the year closed on December 31, 2018

EXHIBIT B Call notice to the Shareholders Meeting of the Company of April 30th, 2019

EXHIBIT C Management Proposal the Shareholders Meeting of the Company of April 30th, 2019

Biotoscana Investments SA (Previously Biotoscana Investments & Cy S.C.A.) Societe anonyme

Annual Accounts

for the financial year ended December 31, 2018

Registered office: 70, route d'Esch L-1470 Luxembourg R.C.S. Luxembourg: B 162861 Share Capital: USD 106622.31 Biotoscana Investments SA

Table of contents

Page

Audit Report 1 - 3

Balance sheet 4-8

Profit and loss account 9 - 10

Notes to the accounts 11 - 15

Management report 16 - 20 Ernst & Young Societe anonyme

35E, Avenue John F. Kennedy B.P.780 y L-1855 Luxembourg L·2017 Luxembourg Building a better Tel: +352 42 124 1 R.C.S. Luxembourg B 47 771 TVA LU 16063074 working world www.ey.com/luxembourg

Independent auditor's report

To the Board of Directors and Shareholders BIOTOSCANA INVESTMENTS SA 70, route d'Esch L-1470 Luxembourg

Report on the audit of the financial statements

Opinion

We have audited the financial statements of BIOTOSCANA INVESTMENTS SA, which comprise the balance sheet as at 31 December 2018, and the profit and loss account for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2018, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.

Basis for Opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (the "Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the Law of 23 July 2016 and ISAs are further described in the "responsibilities of the "reviseur d'entreprises agree" for the audit of the financial statements" section of our report. We are also independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

Valuation of shares in affiliated undertakings and participating interests

Description

As at 31 December 2018, the Company's investment in shares in affiliated undertakings held by the Company amounted to USD 270 723 thousand in total representing about 96% of the total assets. The investment is recognised and valued at acquisition price, including the expenses incidental thereto, and is subject to value adjustments in case of permanent impairment in value. As at 31 December 2018 the Company has not identified any indicator of permanent impairment in assessing whether such permanent impairment exists, management considers factors that could give rise to the impairment of its individual investment and evaluates whether the impairment is of permanent nature when an eventual impairment loss is identified. We considered the valuation of shares in affiliated undertakings to be a key audit matter because it required high level of management judgement and materiality of the amounts involved.

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Auditor's response

We considered management's impairment assessment based on our understanding of the investments and existing market conditions. We have performed procedures over the assessment of recoverability of the Company's financial investment to the net assets analysed in which the Company holds the shares based on its most recent available financial information, and analysed the methods and assumptions retained by management in their recoverability analysis including their discounted cash flow methods. We assessed management's conclusions of whether any identified potential impairment losses were of permanent nature.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the management report but does not include the financial statements and our report of the "reviseur d'entreprises agree" thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and those charged with governance for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of these financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the "reviseur d'entreprises agree" for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "reviseur d'entreprises agree" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skeptiCism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "reviseur d'entreprises agree" to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "reviseur d'entreprises agree". However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matter. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

Ernst & Young Societe anonyme Cabinet de revision agree

Bruno Di Bartolomeo

Luxembourg, 27 March 2019

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A mcmbE:r finn of Ernst & '(Dung G'obal Limited Page liS Annual Accounts Helpdesk: I RCSL Nr.: NE I Matricule :

Tel. : (+352) 247 88 494 Email: [email protected] BALANCE SHEET

Financial year from 01 01/01/2018 to 02 31/12/2018 (in 03 USD)

Biotoscana Investments S.A. route d'Esch, 70 1470 LUXEMBOURG

ASSETS

Reference(sj Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but

unpaid 110S lOS 106

Note 5 9943360.60 12741607.80 B. Formation expenses 1107 107 108

270 723 408.36 266 306659.36 c. Fixed assets 1109 109 110

I. Intangible assets 1111 111 112

l. Costs of development 1113 113 "' 2. Concessions, patents, licences, trade marks and similar rights

and assets, if they were 1115 115 116 a) acquired for valuable consideration and need not be

shown under (,1.3 1117 117 118 b) created by the undertaking

itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable

consideration 1121 121 122 4. Payments on account and intangible assets under

development 1123 123 124

II. Tangible assets 1125 125 126

1. Land and buildings 1127 127 128

2. Plant and machinery 1129 129 130 Page 2/5 IRCSL Nr.: NE I Matricule :

Reference(s) Current year Previous year 3. Other fixtures and fittings, tools and equipment 1131 131 132 4. Payments on account and tangible assets in the course of construction 1133 133 134 III. Financial assets Note 6 270 723 408.36 1135 135 136 266 306 659.36 1. Shares in affiliated undertakings 270 723 408.36 1137 137 13B 266306659.36 2. Loans to affiliated undertakings 1139 139 140 Participating interests 3. 1141 141 142 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests 1143 143 144 5. Investments held as fixed assets 1145 145 146 Other loans 6. 1147 147 148

Current assets 2811555.76 3634899.62 D. 1151 151 152 I. Stocks 1153 153 154 1. Raw materials and consumables 1155 155 156 2. Work in progress l1S7 157 158 3. Finished goods and goods for resale 1159 159 160

4. Payments on account 1161 161 162 II. Debtors Note 7 2691 527.97 116] 163 164 178203.70

1. Trade debtors 1165 165 166 a) becoming due and payable

within one year 1167 167 16B b) becoming due and payable

after more than one year 1169 169 170 2. Amounts owed by affiliated 2674866.42 undertakings 1171 171 172 161951.85 a) becoming due and payable Note 7.1 2674866.42 within one year 1173 173 174 161951.85 b) becoming due and payable

after more than one year 1175 175 176 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating 10722.70 interests 1177 177 178 10722.70 a) becoming due and payable

within one year 1179 179 180 b) becoming due and payable Note 7.2 10722.70 after more than one year 1181 181 182 10722.70 5938.85 4. Other debtors 1183 183 184 5529.15 a) becoming due and payable Note 7.1 5938.85 within one year 1185 185 186 5529.15 b) becoming due and payable

after more than one year 1187 187 188 Page 3/S I RCSLNr.: NE I Matricule :

Reference(sl Current year Previous year

III. Investments 1189 189 190

1. Shares in affiliated undertakings 1191 191 192

2. Own shares 1209 209 210

3. Other investments 1195 19S 196 120027.79 IV. Cash at bank and in hand 1197 197 198 3456695.92

1199 _ E. Prepayments 199 200

TOTAL (ASSETS) 201 283478324.72_ 202 282683166.78_ Page 4/S I RCSL Nr.: NE I Matricule :

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year

A. Capital and reserves Note 8 282800937.21 1301 301 302 282177531.90 I. Subscribed capital 106622.31 1303 303 304 105746.08 II. Share premium account 296 128 077.44 1305 305 306 291 304351.75 III. Revaluation reserve 1307 307 308 IV. Reserves 1309 309 310 1. Legal reserve 1311 311 312 2. Reserve for own shares \3\3 313 314 3. Reserves provided for by the articles of association 1315 315 316 4. Other reserves, including the fair value reserve 1429 429 430 a) other available reserves 1431 431 432 b) other non available reserves 1433 433 434 V. Profit or loss brought forward -9 232 565.93 1319 319 320 -3891 763.97 VI. Profit or loss for the financial year -4201 196.61 1321 32l 322 -5340801.96 VII. Interim dividends 1323 323 324 VIII. Capital investment subsidies 1325 325 326

Provisions B. 1331 331 332 1. Provisions for pensions and similar obligations 1333 333 334 2. Provisions for taxation 1335 335 336 3. Other provisions 1337 337 338

Note 9 677 387.51 e. Creditors 1435 435 436 505634.88

1. Debenture loans 1437 437 438 a) Convertible loans 1439 439 440 i) becoming due and payable

within one year 1441 441 442 ii) becoming due and payable

after more than one year 1443 443 444 b) Non convertible loans 1445 445 446 i) becoming due and payable

within one year 1447 447 448 ii) becoming due and payable

after more than one year 1449 449 450 2. Amounts owed to credit

institutions 1355 355 356 a) becoming due and payable

within one year 1357 357 358 b) becoming due and payable

after more than one year 1359 359 360 Page 5/5 IRCSL Nr.: NE I Matricule :

Reference(s) Current year Previous year 3. Payments received on account of orders in so far as they are shown separately as deductions from stocks 1361 361 362 a) becoming due and payable

within one year 1363 363 364 b) becoming due and payable

after more than one year 1365 365 366 4. Trade creditors 672155.96 1367 367 368 500403.33 a) becoming due and payable Note 9.1 80777.38 within one year 1369 369 370 78021.52 b) becoming due and payable Note 9.2 591 378.58 after more than one year 1371 371 372 422381.81

5. Bills of exchange payable 1373 373 374 a) becoming due and payable

within one year 1375 375 376 b) becoming due and payable

after more than one year 1377 377 378 6. Amounts owed to affiliated undertakings 1379 379 380 a) becoming due and payable

within one year 1381 381 382 b) becoming due and payable

after more than one year 1383 383 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests 1385 385 386 a) becoming due and payable

within one year 1387 387 388 b) becoming due and payable

after more than one year 1389 389 390 Other creditors 5231.55 8. 1451 4Sl 452 5231.55 5231.55 a) Tax authorities 1393 393 394 5231.55

b) Social security authorities 1395 395 396

c) Other creditors 1397 397 398 i) becoming due and

payable within one year 1399 399 400 ii) becoming due and payable after more than

one year 1401 401 402

D. Deferred income 140] 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 283478324.72_ 406 282 683 166.78_ Page 1/2 Annual Accounts Helpdesk : I RCSL Nr.: NE I Matricule :

Tel. : (+352) 247 88 494 Email: [email protected] PROFIT AND LOSS ACCOUNT

Financial year from 01 01/01/2018 to 02 31/12/2018 (in 03 USD)

Biotoscana Investments S.A. route d'Esch, 70 1470 LUXEMBOURG

PROFIT AND LOSS ACCOUNT

Reference(s) Current year Previous year

. Net turnover , 1701 701 702

2. Variation in stocks of finished

goods and in work in progress 1703 703 704

3. Work performed by the undertaking

for its own purposes and capitalised 1705 70S 706

4. Other operating income 1113 713 714 7999.00

5. Raw materials and consumables and other external expenses Note 10 -1 529 963.06 1671 671 672 -1 048616.00 a) Raw materials and consumables 1601 601 602 b) -1 529963.06 Other external expenses 1603 603 604 -1 048616.00

6. Staff costs 1605 605 606 a) Wages and salaries 1607 607 608 b) Social security costs 1609 609 610 i) relating to pensions 1653 6" 654 ii) other social security costs 1655 6" 656 c) Other staff costs 1613 613 614

7. -2798247.20 Value adjustments 1657 657 658 -1 249628.20 a) in respect of formation expenses and of tangible and intangible fixed assets -2798247.20 1659 659 660 -1 249628.20 b) in respect of current assets 1661 661 662

B. Other operating expenses 1621 -1426.15 6" 6" Page 2/2 I RCSLNr.: NE I Matricule :

Reference(s) Current year Previous year

9. Income from participating interests 1715 715 716 a) derived from affiliated undertakings 1717 717 718 b) other income from participating

interests 1719 719 720

10. Income from other investments and

loans forming part of the fixed assets 1721 721 722

a) derived from affiliated undertakings 1723 723 72'

b) other income not included under a) 172S 725 726

11. Other interest receivable and smilar

income 1727 Note 11 181 845.75 108191.52 727 728

a) derived from affiliated undertakings 1729 729 730

b) other interest and similar income 1731 181845.75 108191.52 731 732

12. Share of profit or loss of undertakings accounted for under

the equity method 1663 663 66'

13. Value adjustments in respect of financial assets and of investments

held as current assets 1665 665 666

14. Interest payable and similar expenses 1627 Note 12 -54832.10 -3 152 246.64 627 628

a) concerning affiliated undertakings 1629 629 630 -3141161.94

b) other interest and similar expenses 1631 -54832.10 -11 084.70 631 632

15. Tax on profit or loss 1635 635 636

16. Profit or loss after taxation 1667 -4201 196.61 -5 335 726.4 7 667 668

17. Other taxes not shown under items

1 to 16 1637 Note 13 -5 075.49 637 638

18. Profit or loss for the financial year 1669 -4201 196.61 669 670 -5 340 801.96 Biotoscana Investments SA (Previously Biotoscana Investments & Cy S.C.A.) Societe anonyme Notes to the accounts for the financial year ended December 31. 2018 (expressed in USD)

NOTE 1 • GENERAL INFORMATION

Biotoscana Investments & Cy S.C.A. (the "Company") is a Luxembourg Company incorporated on July 26. 2011 as a "societe en commandite par actions" for an unlimited duration and is subject to general company law. The former name was Advent Cartagena & Cy S.C.A. and an Extraordinary General Meeting held on August 17. 2011. decided to change the Company's corporate name into Biotoscana Investments & Cy S.C.A. On April 3, 2017. the EGM resolves to fully restate the Company's articles of incorporation to reflect te change of form from a partnership limited by shares into a public limited liability company.

The registered office of the Company is established in Luxembourg at 70. route d'Esch. L-1470 Luxembourg and the Company has been registered at the "Registre du Commerce et des Societes du Grand-Duche de Luxembourg" under the section B 162861.

The financial year of the Company runs from January 1 up to December 31 of each year.

NOTE 2 - OBJECT

The Company's purpose is to act as an investment holding company and to co-ordinate the business of any corporate bodies in which the Company is for the time being directly or indirectly interested; to purchase, take on lease, exchange, hire and otherwise acquire any real or personal property and any right or privilege over or in respect of it; to sell, lease, exchange, let on hire and dispose of any real or personal property and/or the whole or any part of the undertaking of the Company; to carry on any trade or business whatsoever; to invest and deal with the Company's money and funds in any way the Manager think fit and lend money and give credit in each case to any person with or without security; to borrow, raise and secure the payment of money in any way the Manager thinks fit to acquire an interest in, amalgamate, merge, consolidate with and enter into partnership or any arrangement for the sharing of profits, union of interests, co·operation, jOint venture, reciprocal concession or otherwise with any person, including any employees of the Company; to enter into any guarantee or contract of indemnity or suretyship, and to provide security, including the guarantee and provision of security for the performance of the obligations of and the payment of any money (including capital, principal, premiums, dividends, interest, commissions, charges ...) by any person including any body corporate in which the Company has a direct or indirect interest or any person which is for the time being a member or otherwise has a direct or indirect interest in the Company; to do all or any of the things provided in any paragraph of this paint in any part of Ihe world; as principal, agent contractor, trustee or otherwise; by or through trustees, agents, sub-contractors or otherwise; and alone or with another person or persons; to do all things that are in the opinion of the Manager incidental or conducive to the attainment of all or any of the Company's objects, or the exercise of all or any of its powers.

NOTE 3 - CONSOLIDATED ACCOUNTS The Company also prepares consolidated financial statements, which are published according to the provision of the law. The comsolidated financial statements are available at the Company's registered office 70 route d'Esch, Luxembourg.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General

The annual accounts have been prepared in accordance with generally accepted accounting principles and in agreement with the laws and regulations in force in the Grand-DuChy of Luxembourg.

Foreign exchange The Company maintains its accounting records in US dollars (USD) and the annual accounts are expressed in this currency.

Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.

Long-term assets expressed in currencies other than USD are translated in to USD at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historic exchange rates.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.

Where there is a a direct economic link between an asset and a liability and are expressed in currencies other than USD, these are recorded using the exchange rate applicable as at the date of the transaction. At the balance sheet date, these remain translated at historic exchange rate.

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historic exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation.

Assets and liabilities items which are fair valued are converted at the exchange rates effective at the balance sheet date. Foreign exchange differences on those items which are accounted at fair value are recognised in the profit and loss account or revaluation reserves with the change in fair value.

Formation expenses Formation expenses are composed of the expenses incurred at the incorporation of the Company or at subsequent capital increases. These costs have been capitalised and are amortised on a straight·line basis over a period of 5 years.

Financial fixed assets Financial assets are recorded at their acquisition price. The acquisition price includes charges and expenses in connection with the acquisition.

The accompanying notes are an integral part of these annual accounts 11 At the end of each financial year, an impairment is booked on the basis of an evaluation of each individual asset, for any diminution in value, which is considered to be of a durable nature.

NOTE 5 - FORMATION EXPENSES

The movements of the year are as follows: 2018 2017 usa EUR

Gross book value - opening balance 13 991 236,00 Increases - additions for the year 13991 236,00 (Decreases - disposals for the year)

Gross book value - closing balance 13 991 236,00 13991 236,00

Value adjustment - opening balance (1 249628,20) Value adjustment during the year (2798247,20) (1 249628,20) (Reversals of the year)

Value adjustment - clOSing balance (4 047 875,40) (1 249 628,20)

Net book value at the end at the year 9943360,60 12741607,80

This item includes expenses related to the IPO which took place on July 21, 2017. They are amortized on a period of 5 years.

NOTE 6 - FINANCIAL ASSETS

Shares in affiliated undertakings:

The movements of the year are as follows: 2018 2017 usa usa

Acquisition cost - opening balance 266 306 659,36 216 306 659,36 Increases - additions for the year 4416749,00 50000000,00 {Decreases - disposals for the year}

Acquisition cost - clOSing balance 270 723 408,36 266306659,36

Net book value at the end of the year 270 723 408,36 266 306 659,36

Undertakings in which the Company hold at least 20% in their share capital are as follows:

Net equity at the Profit or loss tor Registered Ownership Last Balance last Balance Name the financial year- office % sheet date sheet date-

(USa) (Usa)

Grupo Biotoscana S.L. U. Spain 100 31/12/2018 294 573007,94 8728850,80

-Based on the financial statement as at December 31, 2018

Respectively, on August 9th 2011 and on November 8th 2011, the Company made a contribution for a global amount of USD 22 292 458.36.

Based on the Notarial deed dated on March 26, 2014, the Company made an additional contribution in cash in Grupo Biotoscana SLU. for a global amount of usa 83 152858.00.

On June 3, 2014, two new investors have contributed to the capital of the Company by a contribution in kind amounting to usa 52 389 350.00 which represents 29% of the share capital of United Medical LTDA.

On September 19, 2014, the Company made a contribution in kind in Grupo Biotoscana S.L.U. for a global amount of USD 52 389 350 providing the shares held in United Medical LTD A acquired on June 3, 2014. On December 18, 2015 the Company acquired 49.16% of Latin America Pharma Company ETVE SL for a global amount of USD 58 016 690.

On April 13, 2016, based on the quota pruchase agreement concluded between the Company and the sellers of Latin America Pharma Company EWE S.L., the acquisition price of the 49.16% of Latin America Pharma Company ETVE S.L. made on December 18th, 2015 has been increased by USD 455 303.

On April 25, 2016, the Company made a contribution in kind in Grupo Biotoscana S.L.U for a global amount of USD 56 706 583.50 providing the shares held in Latin America Pharma Company ETVE S.L. acquired on December 18, 2015. On May 20,2016, the Company has made a capital contribution in Grupo Biotoscana S.L for an amount of USD 1 764913.65. On September 18, 2017, the Company made a cash contribution amounting to USD 50,000,000 in Grupo Biotoscana SLU. On January 19, 2018, the Company made a cash contribution amounting to USD 4116749.00 in Grupo Biotoscana S.L.U. On October 25,2018, the Company made a cash contribution amounting to USD 300 000.00 in Grupe Biotoscana S.L.U.

The accompanying notes are an integral part of these annual accounts 12 NOTE 7 - DEBTORS

NOTE 7.1 - DEBTORS (Due within one year) 2018 2017 USD USD Amount owed by affiliated undertakings Other receivables 2674866,42 161951,85

2674866,42 161 951,85

Other debtors Direct tax authorities (ACD) 5938,85 5325,33 Intragroup receivables 203,82

5938,85 5529,15

Total DEBTORS (Due within one year) 2680805,27 167481,00

NOTE 7.2 - DEBTORS (more than one year) 2018 2017 USD USD

Receivables from Shareholder 10722,70 10722,70

10722,70 10722,70

Total DEBTORS (Due after more than one year) 10722,70 10722,70

NOTE 8 - CAPITAL AND RESERVES 2018 2017 USD USD

Subscribed share capital: 106622,31 105746,08

The Company was incorporated on 26 July 2011 with a subscribed and fully paid up capital of USD 50 000.00 represented by 1 Management Share and 49999 Ordinary Shares of USD 1.00 each (the "Shares").

On August 17, 2011, the Extraordinary General Meeting (i.e. EGM) decided to change the nominal value of shares from USD 1.00 to USD 0.01. Consequently, the existing 50 000 Shares of USD 1.00 became 5 000 000 Shares of USD 0.01.

On November 8,2011, the EGM decided to increase the share capital by an amount of USD 7 704.72 to bring it from USD 50000.00 to USD 57 704.72 by the issuance of 770 472 new Shares with a par value of USD 0.01 each. The new shares were fully paid up in cash with a share premium amounting to USD 22 282 050.24.

On February 22, 2013, the EGM decided to create 10 alphabetics class of shares (A to J). Each classes (from A to I) are composed of 557 035 number of shares and class J is composed of 577 057 number of shares.

On March 26, 2014, the EGM decided to increase the share capital by an amount of USD 19667.56 to bring it from USD 57 704.72 to USD 77 372.28 by the issuance of 1 966 756 new alphabetics Shares with a par value of USD 0.01 each. The new shares were fully paid up by a contribution in cash amounting to USD 83 263 581.00 and allocated to the share capital for USD 19667.56 and to the share premium account for USD 83 243 913.44. On June 3, 2014, the EGM decided to increase the share capital by an amount of USD 12374.80 to bring it from USD 77 372.28 to USD 89 747.08 by the issuance of 1 237480 new Shares divided into class of shares with a par value of USD 0.01 each. Each classes (from A to J) have been increased by 123,748 number of shares. The new shares were fully paid up by a contribution in kind consisting in 29% of the quotas in the share capital of United Medical LTDA amounting to USD 52 389 350.00 and allocated to the share capital for USD 12 374.80 and to the share premium account for USD 52 376 975.20.

On April3rd, 2017, the Company decrease its capital by cancellation of one hundred management shares of USD 0.Q1 each share. The same day, the company decided to convert all the alphabet share into ordinary shares. On May 5,2017, the Company changed the nominal value of the shares from USD 0.01 to USD 0.001 by share by issuance of new ordinary shares. As from July 21 st, 2017, the shares of the Company are now listed in the regulated market. On July 25,2017, the company increased Its capital by issuance of 16 000 000 ordinary shares of 0.001 USD by share.

As at December 31, 2017, the subscribed and fully paid up capital amounted to USD 105 746.08 represented by 105 746 080 ordinary shares of a nominal value of USD 0.001 per share. The amount of the share premium at the end of the year is USD 291 304351.75. On May 23, 2018, the company increased its capital by issuance of 876 226 ordinary shares of 0.001 USD each. As at December 31 the Company has an issued and fully paid up capital of USD 106622.31 represented by 106 622 306 shares of a par value of USD 0.001 each.

The accompanying notes are an integral part of these annual accounts 13 Share premium and similar premiums: 296 128 077 ,44 291304351,75

Legal reserve:

In accordance with Luxembourg company law, the Company is required to appropriate annually to a legal reserve, a minimum of 5% of the available profit (Net profit for the year less any previous year losses), Such appropriation ceases to be compulsory when the balance in the legal reserves reaches 10% of the issued share capital. The tegal reserve is not available for distribution to shareholders except upon the dissolution of the company.

Movements for the year on the reserves and profiUloss items

Profit or loss Result for the year brou ht forward As at the begining of the year (3 891 763,97) (5340801,96) Allocation of the prior year's result: (5340801,96) 5340801,96 Other movements

Result for the year (4201 196,61) As at the end of the year (9232 565,93) (4201 196,61)

NOTE 9 - CREDITORS

NOTE 9.1 - CREDITORS (Due within one year) 2018 2017 USD USD Trade creditors Suppliers 80777,38 78021,52

80777,38 78021,52

Other creditors Direct tax Authorities (ACD) 5231,55 5231,55

5231,55 5231,55

Total CREDITORS AND OTHER CREDITORS (Due within one year) 86008,93 83253,07

NOTE 9.2 - CREDITORS (Due after more than one year) 2018 2017 USD USD

Trade creditors

Suppliers invoices receivable 591 378,58 422381,81

591 378,58 422381,81

Total CREDITORS (Due after more than one year) 591 378,58 422 381,81

NOTE 10 - RAW MATERIALS AND CONSUMABLES AND OTHER EXTERNAL EXPENSES

2018 2017 USD USD

Commission and professional fees: 1 353464,06 871 722,75 Insurance premiums: 141550,56 121607,15 Marketing and communication costs: 34948,44 44205,69 Other external charges: 11080,41

1 529963,06 1 048616,00

The accompanying notes are an integral part of these annual accounts 14 NOTE 11 - OTHER INTEREST RECEIVABLE AND SIMILAR INCOME 2018 2017 USD USD

Bank interest and similar interest: 1 535,85 96561,03 Interests related to amounts owed to affiliated undertakings 95842,20 Foreign currency exchange gain: 84467,70 11630,49

181845,75 108191,52

NOTE 12 -INTEREST PAYABLE AND SIMILAR EXPENSES 2018 2017 USD USD Concerning affiliated undertakings

Inlerests on PEGs and PIK PEGs Series A & B: 3141161,94

3141161,94

Other interest and similar financial charges

Foreign currency exchange loss: 54832,10 11 084,70

54832,10 11084,70

NOTE 13 - OTHER TAXES 2018 2017 USD USD

Net wealth tax: 5075,49

5075,49

NOTE 14 - TAXATION

The Company is subject to the general tax regulation applicable to all Luxembourg commercial companies.

NOTE 15 - OFF BALANCE SHEET COMMITMENTS AND CONTINGENCIES

The Company does not have any off balance sheet commitments or contingencies at the end of the financial year.

NOTE 16-SUBSEQUENTEVENTS

There are no significant subsequent events.

The accompanying notes are an integral part of these annual accounts 15

Biotoscana Investments S.A. Société anonyme L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg R.C.S. Luxembourg B 162861

CALL NOTICE FOR THE ORDINARY GENERAL SHAREHOLDER´S MEETING

The shareholders of Biotoscana Investments S.A. (hereinafter the “Company” or “GBT”) are invited to attend the annual general meeting of the shareholders (hereinafter the “General Meeting”) to be held on April 30th, 2019 at 1:00 pm, at the registered office of the Company, L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg for the purpose of considering and voting upon the following agenda:

AGENDA OF THE GENERAL MEETING

i. Presentation of the management report of the board of directors (the “Board of Directors”) and the report of the independent company auditor on the annual account of the Company and the consolidated financial statements of the Company for the financial year ended December 31st, 2018;

ii. Approval of annual accounts of the Company for the financial year ended on December 31st, 2018;

iii. Approval of the consolidated financial statements for the financial year ended on December 31st, 2018;

iv. Allocation of results;

v. Approval of the discharge of the directors of the Company;

vi. Approval of the re-appointment of Ernst & Young as independent auditor of the Company to audit the consolidated financial statements and the annual accounts of the Company;

vii. Approval of directors’ fees;

viii. Approval of the re-election six (6) members of the Board of Directors and ratification of the co-optation of one (1) member of the board of directors by the board of directors.

QUORUM AND MAJORITY

The General Meeting will validly deliberate on the resolutions related to all items on the agenda regardless of the proportion of the share capital represented and the resolutions relating to these agenda items will be adopted by simple majority of the votes validly cast each share is entitled to one vote.

ACTS AND FORMALITIES TO BE ACCOMPLISHED BEFORE THE GENERAL MEETING

All shareholders holding shares on the date of the General Meeting have the right to attend the General Meeting regardless of the number of shares held. That being said, for sake of organization, in particular regarding shareholders who wish to participate to the General Meeting by means of proxies, the following process shall apply:

• In case of holders whose ownership is directly recorded in the Company’s shareholders’ register: shareholders who wish to participate at the General Meeting in person, by proxy or

by voting in writing are invited to announce their intention to participate at the General Meeting by returning to the registered office of the Company the duly completed, dated and signed attendance proxy and voting form (attached to the convening notice) to arrive no later than on April 19th, 2019 at midnight (Luxembourg time). • In case of holders whose ownership is indirectly recorded through a securities settlement system: shareholders who wish to participate at the General Meeting in person, by proxy or by voting in writing are invited to announce their intention to participate at the General Meeting by returning to the registered office of the Company the certificate of participation obtained from their custodian (as indicated in the section below “Form of Attendance of Shareholders”) together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to the registered office of the Company or by email to [email protected], to arrive no later than on April 19th, 2019 at midnight (Luxembourg time). • In case of holders of BDRs: shareholders who wish to participate at the General Meeting in person, by proxy or by voting in writing, and who are shareholders of the Company as of April 12th, 2019 are invited to announce their intention to participate at the General Meeting by returning to Itaú Unibanco S.A. the certificate of participation (as indicated in the section below “Form of Attendance of Shareholders”) together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to Itaú Unibanco S.A. (Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR), to arrive no later than on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

The Company will record for each shareholder, who has returned the completed, dated and signed attendance proxy and voting form, his name or corporate denomination, address or registered office, number of shares held and description of all the documents attesting the ownership of shares.

FORM OF ATTENDANCE OF SHAREHOLDERS

The shareholders who wish to attend the General Meeting in person: To facilitate the shareholder’s admission to the General Meeting, each shareholder must proceed with the following formalities:

• In case of holders whose ownership is directly recorded in the Company’s shareholders’ register: each registered shareholder automatically receives (attached to the convening notice) the attendance proxy and voting form, which the shareholder must complete, stating that he/she/it wishes to attend the General Meeting in person, date, sign and then return it to the registered office of the Company so that it is received by the Company at the latest on April 19th, 2019 at midnight (Luxembourg time). • In case of holders whose ownership is indirectly recorded through a securities settlement system: each shareholder must contact the custodian of his/her/its shares, indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to the registered office of the Company together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request addressed to the registered office of the Company or by email to [email protected], so that it is received by the Company at the latest on April 19th, 2019 at midnight (Luxembourg time). • In case of holders of BDRs: each shareholder of the Company as of April 12th, 2019 must contact Itaú Unibanco S.A., indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to Itaú Unibanco S.A. together with a duly

completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to Itaú Unibanco S.A. (Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR), so that it is received by Itaú Unibanco S.A. at the latest on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected]. • For the avoidance of doubt, all shareholders present will be admitted to participate at the General Meeting provided that proof of his/her/its identity and his/her/its ownership of shareholding in the Company at the day at which the General Meeting shall take place is duly and validly made.

The shareholders who are unable to attend the General Meeting in person:

A shareholder unable to attend the General Meeting in person may give voting instructions to the Chairman of the General Meeting or to any other person of his/her/its choice or may submit their votes in writing as follows:

• In case of holders whose ownership is directly recorded in the Company’s shareholders’ register: the shareholder must send a completed, signed and dated attendance proxy and voting form (attached to the convening notice) to the registered office of the Company, indicating that he/she/it is appointing a proxy or submitting his/her/its vote in writing, as the case may be, so that it is received by the Company on April 19th, 2019 at midnight (Luxembourg time) at the latest. • In case of holders whose ownership is indirectly recorded through a securities settlement system: each shareholder must contact the custodian of his/her/its shares, indicating that he/she/its wishes to give voting instructions for the General Meeting and request a certificate of participation proving his/her/its shareholder status at the date of the request. The certificate of participation together with the completed, signed and dated attendance proxy and voting form must be sent to the registered office of the Company, so that it is received by the Company on April 19th, 2019 at midnight (Luxembourg time) at the latest. The attendance proxy and voting form will indicate whether the shareholder is appointing a proxy or submitting his/her/its vote in writing. The attendance proxy and voting form may be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or obtained directly from the registered office of the Company upon request addressed to the registered office of the Company or by email sent to [email protected]. • In case of holders of BDRs: each shareholder of the Company as of April 12th, 2019 must contact Itaú Unibanco S.A., indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to Itaú Unibanco S.A. together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com or to be obtained directly from the registered office of the Company upon request addressed to Itaú Unibanco S.A. - Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR, so that it is received by Itaú Unibanco S.A. at the latest on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

MISCELLANEOUS

It should be noted that:

The text of the draft resolutions to be submitted to the vote of the General Meeting, in extensive form, can be found in the management report available at the registered office of the Company and on the Company’s website http://ri.grupobiotoscana.com. Shareholders may obtain free of charge a copy of the management report at the Company’s registered office or by e-mail by sending a request (attached hereto) to [email protected]

A copy of the documentation related to the General Meeting is available at the registered office of the Company and on the Company’s website http://ri.grupobiotoscana.com Shareholders may obtain free of charge a copy of these documents at the Company’s registered office or by e-mail by sending a request (attached hereto) to [email protected].

For more information, please: • visit our website http://ri.grupobiotoscana.com; • contact the Company Secretary on the following numbers: +55 11 5090-5927, from 10 a.m. to 6 p.m. (Luxembourg time) from Monday to Friday; • send us an email to the following address: [email protected]

March 29th, 2019

BIOTOSCANA INVESTMENTS S.A. Juan Pablo Zucchini Chairman of the Board of Directors

2019

Summary

1. Introduction ...... 3

2. Agenda and proposed resolutions ...... 4

2.1. Presentation of the management report of the board of directors (the “Board of Directors”) and the report of the independent company auditor on the annual account of the Company and the consolidated financial statements of the Company for the financial year ended December 31st, 2018...... 4

2.2. Approval of annual accounts of the Company for the financial year ended on December 31st, 2018...... 4

2.3. Approval of the consolidated financial statements for the financial year ended on December 31st, 2018. ... 4

2.4. Allocation of results...... 4

2.5. Approval of the discharge of the directors of the Company...... 4

2.6. Approval of the re-appointment of Ernst & Young as independent auditor of the Company to audit the consolidated financial statements and the annual accounts of the Company...... 4

2.7. Approval of directors’ fees...... 5

2.8. Approval of the re-election six (6) members of the Board of Directors and ratification of the co-optation of one (1) member of the board of directors by the board of directors...... 5

3. Shareholder participation ...... 6

3.1. Quorum and majority ...... 6

3.2. Acts and formalities to be accomplished before the general meeting...... 6

3.3. Form of attendance of shareholders ...... 6

3.4. Miscellaneous ...... 8

Exhibit I – Management report ...... 9

Exhibit II - Attendance proxy and voting form ...... 13

Exhibit III – Financial statements and Independent auditor’s report ...... 17

1. Introduction

Dear Shareholders,

We invite the shareholders of Biotoscana Investments S.A. (“Company” or “GBT”) to attend the annual general meeting of the shareholders to be held on April 30th, 2019 at 1:00 pm, at the registered office of the Company, L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg for the purpose of considering and voting upon the following agenda:

ii. Approval of annual accounts of the Company for the financial year ended on December 31st, 2018;

iii. Approval of the consolidated financial statements for the financial year ended on December 31st, 2018;

iv. Allocation of results;

v. Approval of the discharge of the directors of the Company;

vi. Approval of the re-appointment of Ernst & Young as independent auditor of the Company to audit the consolidated financial statements and the annual accounts of the Company;

vii. Approval of directors’ fees;

viii. Approval of the re-election six (6) members of the Board of Directors and ratification of the co-optation of one (1) member of the Board of Directors by the Board of Directors.

March 29th, 2019

BIOTOSCANA INVESTMENTS S.A. Juan Pablo Zucchini Chairman of the Board of Directors

2. Agenda and proposed resolutions

2.2. Approval of annual accounts of the Company for the financial year ended on December 31st, 2018.

Draft resolution one The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor, approves the annual accounts for the financial year 2018, in their entirety, showing a loss of USD 4.2M.

2.3. Approval of the consolidated financial statements for the financial year ended on December 31st, 2018.

Draft resolution two The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent company auditor, approves the consolidated financial statements for the financial year 2018, in their entirety, showing a consolidated net profit of USD 16.4M (converted from BRL 63.5M).

2.4. Allocation of results.

Draft resolution three The General Meeting acknowledges the loss of USD 4.2M and, upon proposal of the Board of Directors, decides that there is no allocation of results of the Company, based on the annual accounts for the financial year 2018, since the Company presented the referred to loss.

Loss for the year (A) (USD 4.2M) Loss brought forward (B) (USD 9.2M) Other available reserves (C) - Available distributable reserves (D=A+B+C) (USD 13.4M) Results to be allocated and distributed (A) - Transfer to reserve for treasury shares (G) - Allocation to the legal reserve (H) - Distribution of a dividend (E) - Profit carried forward (F=A-E) - Available distributable reserve after distribution and - allocation of result (D-G-H-E)

2.5. Approval of the discharge of the directors of the Company.

Draft resolution four The General Meeting decides to grant discharge to the members of the Board of Directors for the financial year 2018.

2.6. Approval of the re-appointment of Ernst & Young as independent auditor of the Company to audit the consolidated financial statements and the annual accounts of the Company.

Draft resolution five The General Meeting decides to re-appoint [Ernst & Young], having its registered office at 35E, Avenue John F. Kennedy, 1855 Luxembourg, registered with the Luxembourg register of commerce and companies under number B 47.771, as independent company auditor to perform the independent audit related to the consolidated financial statements and annual account of the Company; its mandate shall expire at the annual general meeting of shareholders approving the annual accounts of the Company for the financial year ending on December 31st, 2019.

2.7. Approval of directors’ fees.

Draft resolution six The General Meeting decides to approve the following directors’ fees for the financial year 2018: US$ 78,333 for Alfredo Blanco, USD 13,000 for Anders Lennart Tullgren and USD 145,000 for Nicolás Sujoy.

2.8. Approval of the re-election six (6) members of the Board of Directors and ratification of the co-optation of one (1) member of the board of directors by the board of directors.

Draft resolution seven The General Meeting decides to (i) re-elect the following six (6) members of the Board of Directors for a two (2) year term: Juan Pablo Zucchini, Brenno Raiko, Nicolás Sujoy, Myriam Deltenre, Evis Cama Hursever and Roberto Luiz Guttman and (ii) to ratify the co-optation of the following one (1) member of the Board of Directors by the Board of Directors for a two (2) year term: Anders Lennart Tullgren, so that all mandates of the above mentioned directors will expire at the general meeting of the shareholders resolving on the accounts for the financial year ending on December 31st 2020.

3. Shareholder participation

3.1. Quorum and majority

3.2. Acts and formalities to be accomplished before the general meeting

• In case of holders whose ownership is directly recorded in the Company’s shareholders’ register: shareholders who wish to participate at the General Meeting in person, by proxy or by voting in writing are invited to announce their intention to participate at the General Meeting by returning to the registered office of the Company the duly completed, dated and signed attendance proxy and voting form (attached to the convening notice) to arrive no later than on April 19th, 2019 at midnight (Luxembourg time).

• In case of holders whose ownership is indirectly recorded through a securities settlement system: shareholders who wish to participate at the General Meeting in person, by proxy or by voting in writing are invited to announce their intention to participate at the General Meeting by returning to the registered office of the Company the certificate of participation obtained from their custodian (as indicated in the section below “Form of Attendance of Shareholders”) together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to the registered office of the Company or by email to [email protected], to arrive no later than on April 19th, 2019 at midnight (Luxembourg time).

• In case of holders of BDRs: shareholders who wish to participate at the General Meeting in person, by proxy or by voting in writing, and who are shareholders of the Company as of April 12th, 2019 are invited to announce their intention to participate at the General Meeting by returning to Itaú Unibanco S.A. the certificate of participation (as indicated in the section below “Form of Attendance of Shareholders”) together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to Itaú Unibanco S.A. (Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR), to arrive no later than on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

3.3. Form of attendance of shareholders

The shareholders who wish to attend the General Meeting in person:

To facilitate the shareholder’s admission to the General Meeting, each shareholder must proceed with the following formalities:

• In case of holders whose ownership is indirectly recorded through a securities settlement system: each shareholder must contact the custodian of his/her/its shares, indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to the registered office of the Company together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request addressed to the registered office of the Company or by email to [email protected], so that it is received by the Company at the latest on April 19th, 2019 at midnight (Luxembourg time).

• In case of holders of BDRs: each shareholder of the Company as of April 12th, 2019 must contact Itaú Unibanco S.A., indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to Itaú Unibanco S.A. together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or to be obtained directly from the registered office of the Company upon request) addressed to Itaú Unibanco S.A. (Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR), so that it is received by Itaú Unibanco S.A. at the latest on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

• For the avoidance of doubt, all shareholders present will be admitted to participate at the General Meeting provided that proof of his/her/its identity and his/her/its ownership of shareholding in the Company at the day at which the General Meeting shall take place is duly and validly made.

The shareholders who are unable to attend the General Meeting in person:

• In case of holders whose ownership is directly recorded in the Company’s shareholders’ register: the shareholder must send a completed, signed and dated attendance proxy and voting form (attached to the convening notice) to the registered office of the Company, indicating that he/she/it is appointing a proxy or submitting his/her/its vote in writing, as the case may be, so that it is received by the Company on April 19th, 2019 at midnight (Luxembourg time) at the latest. • In case of holders whose ownership is indirectly recorded through a securities settlement system: each shareholder must contact the custodian of his/her/its shares, indicating that he/she/its wishes to give voting instructions for the General Meeting and request a certificate of participation proving his/her/its shareholder status at the date of the request. • . The certificate of participation together with the completed, signed and dated attendance proxy and voting form must be sent to the registered office of the Company, so that it is received by the Company on April 19th, 2019 at midnight (Luxembourg time) at the latest. The attendance proxy and voting form will indicate whether the shareholder is appointing a proxy or submitting his/her/its vote in writing. The attendance proxy and voting form may be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or obtained directly from the registered office of the Company upon request addressed to the registered office of the Company or by email sent to [email protected]. • In case of holders of BDRs: each shareholder of the Company as of April 12th, 2019 must contact Itaú Unibanco S.A., indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to Itaú Unibanco S.A. together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com or to be obtained directly from the registered office of the Company upon request addressed to Itaú Unibanco S.A. - Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR, so that it is received by Itaú Unibanco S.A. at the latest on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

3.4. Miscellaneous

Exhibit I – Management report

In the terms of legal and by laws dispositions, the management of Biotoscana Investments S.A. (“The Company”) submits to its shareholders the Management Report and the annual accounts of the Company, as well as the independent auditors report, regarding the fiscal year ended December 31, 2018. All the below information is provided to the best of our knowledge at the time of signing this letter as well as based on information received from auditors, advisors and external sources.

COMPANY OVERVIEW Biotoscana Investments S.A. is the holding company of a biopharmaceutical group (“GBT or Grupo Biotoscana”), based on innovation focusing on high specialty pharmaceutical products with presence in 10 Latin American markets, and is concentrate on fast-growth market therapeutic lines such as orphan/rare diseases, oncology and onco-hematology, special treatments, immunology and inflammation and infectious diseases. GBT is the region’s pioneer in open science: a paradigm that assumes that firms can and should use external ideas as well as internal ideas, and internal and external paths to market, to advance technological development. GBT strives for its portfolio to be a mix of high-end technology with externally acquired molecules, and the proprietary products developed in house. The balance between the two gives GBT an extraordinary edge in technology and, at the same time, the capacity to adapt and seize local opportunities.

OVERVIEW OF ACTIVITIES The state of affairs of the Company at the closing of the financial year is adequately presented in the balance sheet and the profit and loss account, published herewith.

With reference to the Group, during 2018 we secured a contract extension with Gilead for the Andean region for the HepC and HIV portfolio, we integrated R&D centers in Argentina from LKM and Dosa, where now we have one integrated facility for all therapy lines we develop, we worked on the development of corporate policies and procedures to better integrate and align all countries and we started our 5-year strategic plan project. So now, the moment is for us to look beyond and solidify the basis for the future, which haven´t changed. We remain focused on six priorities. First, we are extremely focused on the retention of our talents, to train and develop high potentials and hire top performers. Secondly, we continue to ensure maximum efficiency of our deployed resources, to restructure our manufacturing plants and to enhance supply capabilities. Third, we will also continue to develop solid plans with flawless execution in terms of Regulatory, Sales & Marketing, Medical, and Logistic activities to make sure the launches are well-executed, to guarantee that the products are effectively positioned right from the start. Fourth, we continue to ensure the sales maximization of our commercial investments and maintain sales of our legacy portfolio. Fifth, we continue to expand our portfolio within selected therapy areas and geographies via acquisitions, new licensing deals, and the development of proprietary products, remaining focused on remain focused on the balance of specialty open innovation products with branded generic products. We will continue to acquire best-in-class high-end innovative products in key therapeutic areas, generate new proprietary product ideas, develop new compounds, and bring them into market asap. Finally, we will ensure the follow-through on compliance, to ensure we have the best practices of compliance in client facing areas and in internal processes throughout the region. Overall, our portfolio continues with its general trends. Our legacy innovative main products continue to experience a sustained performance and, in general, our products are stable and continue their prior trends. The new products are being prepared for launch, as we are only in the process of launching these across the region or are at the initial ramp-up phase, something that illustrates the strong mid to long-term potential of our pipeline. Our commitment and focus for 2019 remain on the effective execution on our pipeline and set the right foundation to properly position these newly launched products.

RISK FACTORS Our business could be adversely affected if any of the main risks described below occurs: Risks related to our business and our industry: ➢ If we are unsuccessful in obtaining and maintaining our licensing agreements, strategic alliances and other collaborations related to our products portfolio, our operating results may suffer.

➢ The manufacture of our generic products is highly complex, and an interruption at our plants or in our supply chain, or an adverse opinion in a regulatory audit, could adversely affect our business financial condition or results operations.

➢ We operate in a competitive market, characterized by the frequent introduction of new products. Many of our competitors, particularly large pharmaceutical companies, have substantially greater financial, technical and human resources than we do.

➢ Our research and development product expenditures may not result in commercially successful products.

➢ If the reputation of one or more of our leading brands erodes significantly, it could have a material impact on our business, financial condition and results of operations.

➢ Product liabilities claims could hurt our business.

➢ Our acquisition strategy is subject to significant risk and may not be successful due, for example, failing to accurately identify suitable companies, products or brands; failing to obtain the necessary regulatory approvals; experiencing difficulties in the integration process.

➢ Our business is regulated by numerous governmental authorities, which subjects us to elevated compliance risks and costs, and future government regulations may place additional burdens on our business.

➢ We may be involved in environmental actions that could adversely affect our reputation, business, financial condition or results operations

Risk related to the countries in which we operate: ➢ Increase in taxes we pay in the countries where we do business.

➢ Economic conditions in those countries in which we operate and expect to operate

➢ Governments have a high degree of influence in the economies in which we operate. Changes in governmental policy or regulations impact factors such as: healthcare laws and policies; labor laws; currency fluctuations; inflation; exchange and capital control policies; interest rates, developments in trade negotiations through the World Trade Organization or other international organizations; environmental regulations; tax laws; import/export restrictions; price controls or price fixing regulations; and other political, social and economic developments.

➢ Currency exchange rate fluctuations relative to the USD dollar, Euro, Brazilian Real and the currencies in the countries in which we operate.

DIVIDENDS & SHARE REPURCHASES From the annual net profits of the Company, 5% shall be allocated to the reserve required by the Luxembourg Corporate Law. This allocation shall cease to be required as soon as such legal reserve amounts to 10% of the subscribed share capital of the Company, but it must be resumed until the reserve is entirely reconstituted if, at any time, for any reason whatsoever, the reserve falls below 10% of the subscribed share capital of the Company. From the balance of the net profit, remaining after the allocation to the legal reserve and the general meeting of shareholders of the Company may then allocate a portion of the annual net profits for the formation of an expansion and capital reserve. The purpose of the expansion and capital reserve is (i) to preserve the integrality of the Company’s assets and ownership interests in subsidiaries and affiliates, preventing capital depletion derived from distribution of net profits, as well as to ensure there are sufficient financial resources for additional capital expenditures and for expansion of the business activities and (ii) to ensure an adequate capital and debt structure of the Company, and adequate liquidity for the business of the Company as a whole. From the balance of the net profit, remaining after the allocation of the legal reserve and the expansion and capital reserve as determined under article 34.2 (of the Company´s articles of incorporation), the general meeting of shareholder(s) of the Company may then allocate twenty-five percent (25%) of such balance as a mandatory minimum dividend which shall be paid on all the Company’s shares. The balance is at the disposal of the general meeting of shareholder(s) of the Company who may alone decide, in its sole discretion, to distribute such surplus or to carry it forward in whole or in part Based on the annual accounts for the financial year 2017, since the Company presented a loss, there is no allocation of results of the Company. Therefore, no reserves have been created and there was no distribution of dividends during the fiscal year ended December 31, 2018.

The General Meeting of Shareholders dated April 25, 2018, approved a buyback program to acquire up to 5% of the free float, up to 2,773,631 BDRs, out of 50,429,659 outstanding BDRs/shares. The program´s objective is to create value for shareholders by properly managing the Company´s capital structure. Treasury shares have been acquired by two subsidiaries of the Company.

INITIAL PUBLIC OFFERING On July 21 the initial public offering was concluded in the Luxembourg stock exchange as the primary listing, with trading on the Euro MTF Market and its offering of Brazilian Depositary Receipts (BDRs) in the Brazilian Stock Exchange (B3), under the ticker GBIO33, where liquidity is concentrated. The operation raised a total of BRL 1,34 billion, including the overallotment shares (greenshoe), of which 68% was secondary and 32% was primary, at the price of BRL 26,50, within the stipulated price range and representing 47,9% free float. The net proceeds from the primary offering, net of transaction expenses, resulted in a capital contribution to GBT of approximately BRL 379,5 million, that were allocated to (i) capital restructuring, with the payment of preferred equity certificates that were redeemable at the IPO and payment of the Bancolombia debt and (ii) support of its growth plan in the region.

MAIN SHAREHOLDERS Ownership structure

BDRs/Shares %

Advent International1 29,510,653 27.7%

Essex Woodlands1 18,009,958 16.9%

Roberto Guttman / Roberto Friedlander1 7,600,469 7.1%

Management 330,380 0.3%

Free Float(2)(3) 51,170,846 48.0%

Total 106,622,306 100%

1 Controlling shareholders 2 Free float excluding controlling shareholders and management as of January 2019 3 Includes treasury shares

HUMAN RESOURCES As of December 31, 2018, the Group had 708 employees, 393 employees in Argentina, 97employees are located in Colombia, 102 employees are located in Brazil and the remaining, 116 employees are located in the rest of Latin America. No employees are located in Luxembourg.

RELATIONSHIP WITH AUDITORS The audited annual accounts as of December 31, 2018 and for the year then ended are prepared in accordance with Luxembourg GAAP and have been audited by Ernst & Young Société Anonyme, a member firm of Ernst & Young Global Limited, independent auditors. The Company's policy in regard to contracting external audit services assures that there is no conflict of interest, loss of independence or objectiveness of the services eventually provided by independent auditors and not related to external audit services. Our external auditors declared to the Management of the Company that the services provided do not influence the independence and objectiveness which are necessary for the provision of external audit services, as they correspond to verifying the adherence to the fiscal regulation and to commenting and suggesting improvements to the existing controls for the financial risk management process.

ENVIRONMENTAL MANAGEMENT Our operations are subject to regulation under various federal, state, local and foreign laws concerning the environment, including laws addressing the discharge of pollutants into the air, soil and water, the management and disposal of hazardous substances and waste and the cleanup of contaminated sites. We continuously verify that our operations comply with environmental regulations. Our facilities utilize products and materials that are considered hazardous waste, which transportation, storage, treatment and final disposal is regulated by several governmental authorities.

We believe we are in compliance with all applicable environmental regulations in the countries in which we operate.

Luxembourg, March 27, 2019 Biotoscana Investments S.A.

Exhibit II - Attendance proxy and voting form

Biotoscana Investments S.A. Société anonyme L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg R.C.S. Luxembourg B 162861 (the “Company”)

ATTENDANCE PROXY AND VOTING FORM ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BIOTOSCANA INVESTMENTS S.A. held on April 30th, 2019 at 1:00 pm CET (Central European Time) (08.00 am Sao Paulo/Brazil time) at L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg

Shareholder identification (Last name, first name, address, corporate designation, registered office):

Please choose one of the three options below and tick the corresponding box, then date and sign below.

The undersigned ______being the holder of ______share(s) (ISIN code – Common shares: LU1650052365 | ISIN code – BDRs: BRGBIOBDR008) of Biotoscana Investment S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at L-1470 Luxembourg, 70 route d’Esch, Grand- Duché de Luxembourg, registered with the Luxembourg register of commerce and companies under number B 162.861 (the "Company"),

1) Wish to attend the general meeting of shareholders to be held at the registered office of the Company, L-1470 Luxembourg, 70 route d’Esch, Grand-Duché de Luxembourg on April 30th, 2019 at 1pm (the "General Meeting") in person.

2) Will not attend the General Meeting. I irrevocably give power to the chairman of the General Meeting (the "Chairman") to vote in my name and on my behalf and as the Chairman deems fit on all resolutions on the entire agenda in addition to all amendments or new resolutions that would be validly presented to the General Meeting, unless a different proxy holder is named below:

______*

*Indicate the last name, first name and address of the proxy holder that you appoint if you do not wish to grant proxy to the Chairman.

3) Will not attend the General Meeting and irrevocably give power with the following voting instructions to the Chairman (or anyone indicated in point 2 above):

Resolutions 1 2 3 4 5 6 7

For

Against

Abstention

If amendments or new resolutions were to be validly presented, I irrevocably give power to the Chairman (or anyone indicated in point 2 above) to vote in my name and as he deems fit, unless I express my willingness to abstain here below:

I abstain

Any blank form will be considered as an irrevocable proxy to the Chairman, to vote in the name and on behalf of the shareholder and as he deems fit. Any lack of choice that is clearly expressed on the voting instruction options provided above or any contradictory choice will be considered as a choice under option 2, with an irrevocable proxy to the Chairman, to vote in the name and on behalf of the shareholder and as he deems fit.

Made on ______, at ______

For individual person For legal entity

Signed

Name and last name: Name:

Title:

______

INSTRUCTIONS FOR COMPLETION FOR THE GENERAL MEETING (THE "MEETING")

IDENTIFICATION OF SHAREHOLDERS

a. The signatory is requested to accurately enter his/her/its surname (in block capital letters) and his/her/its first name.

In case of legal entities, the corporate denomination and registered office must be indicated as well as the name, first name, and authority of the signatory.

If the signatory is not a shareholder (for example: a receiver, guardian, etc.), he/she/it must mention his name, first name and the capacity in which he signs the form.

b. A shareholder can be represented by a proxy of his choice who does not need to be a shareholder.

c. By signing, I consent that the featured data are collected, processed and used for the purpose of the organization of the Meeting and the voting on the resolutions. The Company is the controller. The data may be transmitted to entities involved in the organisation of the Meeting. I have a right of access to, and the right to rectify, the data that concerns me. Data may be stored for thirty years.

d. Capitalized terms used herein and not otherwise defined shall have the meaning as defined in the convening notice including the proposed resolutions.

This attendance proxy and voting form is governed by, and shall be construed in accordance with Luxembourg law. Luxembourg courts have exclusive jurisdiction to hear any dispute or controversy arising out of or in connection with this attendance and proxy form.

ATTENDANCE TO THE MEETING

The shareholders who wish to attend the General Meeting in person:

To facilitate the shareholder’s admission to the General Meeting, each shareholder must proceed with the following formalities:

addressed to the registered office of the Company or by email to [email protected], so that it is received by the Company at the latest on April 19th, 2019 at midnight (Luxembourg time).

The shareholders who are unable to attend the General Meeting in person:

• In case of holders whose ownership is indirectly recorded through a securities settlement system: each shareholder must contact the custodian of his/her/its shares, indicating that he/she/its wishes to give voting instructions for the General Meeting and request a certificate of participation proving his/her/its shareholder status at the date of the request. The certificate of participation together with the completed, signed and dated attendance proxy and voting form must be sent to the registered office of the Company, so that it is received by the Company on April 19th, 2019 at midnight (Luxembourg time) at the latest. The attendance proxy and voting form will indicate whether the shareholder is appointing a proxy or submitting his/her/its vote in writing. The attendance proxy and voting form may be downloaded from the Company’s website http://ri.grupobiotoscana.com/ or obtained directly from the registered office of the Company upon request addressed to the registered office of the Company or by email sent to [email protected].

• In case of holders of BDRs: each shareholder of the Company as of April 12th, 2019 must contact Itaú Unibanco S.A., indicating that he/she/it wishes to attend the General Meeting and request a certificate of participation proving his/her/its status at the date of the request. The certificate of participation must be sent to Itaú Unibanco S.A. together with a duly completed, dated and signed attendance proxy and voting form (to be downloaded from the Company’s website http://ri.grupobiotoscana.com or to be obtained directly from the registered office of the Company upon request addressed to Itaú Unibanco S.A. - Rua Ururaí 111, Prédio B, Piso Térreo, Tatuapé, CEP 03084-010, São Paulo, SP, Brasil - DWS / Escrituração / Unidade Dedicada Produto ADR/BDR, so that it is received by Itaú Unibanco S.A. at the latest on April 19th, 2019 at 5 p.m. (Brasília time). For inquiries concerning the delivery of documents, please contact Itaú Unibanco S.A. at [email protected].

Exhibit III – Financial statements and Independent auditor’s report

Biotoscana Investments SA (Previously Biotoscana Investments & Cy S.C.A.) Societe anonyme

Annual Accounts

for the financial year ended December 31, 2018

Registered office: 70, route d'Esch L-1470 Luxembourg R.C.S. Luxembourg: B 162861 Share Capital: USD 106622.31 Biotoscana Investments SA

Table of contents

Page

Audit Report 1 - 3

Balance sheet 4-8

Profit and loss account 9 - 10

Notes to the accounts 11 - 15

Management report 16 - 20 Ernst & Young Societe anonyme

35E, Avenue John F. Kennedy B.P.780 y L-1855 Luxembourg L·2017 Luxembourg Building a better Tel: +352 42 124 1 R.C.S. Luxembourg B 47 771 TVA LU 16063074 working world www.ey.com/luxembourg

Independent auditor's report

To the Board of Directors and Shareholders BIOTOSCANA INVESTMENTS SA 70, route d'Esch L-1470 Luxembourg

Report on the audit of the financial statements

Opinion

Basis for Opinion

Key Audit Matters

Valuation of shares in affiliated undertakings and participating interests

Description

- 1 -

A member firm of Ernst & Young Global Llnll:ed Building a better working world

Auditor's response

Other information

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of the Board of Directors and those charged with governance for the financial statements

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the "reviseur d'entreprises agree" for the audit of the financial statements

- 2 -

A member f,n.." of Ems! 8. Young Global L,ml:cd Building a better working world

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

Report on other legal and regulatory requirements

The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

Ernst & Young Societe anonyme Cabinet de revision agree

Bruno Di Bartolomeo

Luxembourg, 27 March 2019

- 3 -

A mcmbE:r finn of Ernst & '(Dung G'obal Limited Page liS Annual Accounts Helpdesk: I RCSL Nr.: NE I Matricule :

Tel. : (+352) 247 88 494 Email: [email protected] BALANCE SHEET

Financial year from 01 01/01/2018 to 02 31/12/2018 (in 03 USD)

Biotoscana Investments S.A. route d'Esch, 70 1470 LUXEMBOURG

ASSETS

Reference(sj Current year Previous year

A. Subscribed capital unpaid 1101 101 102

I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but

unpaid 110S lOS 106

Note 5 9943360.60 12741607.80 B. Formation expenses 1107 107 108

270 723 408.36 266 306659.36 c. Fixed assets 1109 109 110

I. Intangible assets 1111 111 112

l. Costs of development 1113 113 "' 2. Concessions, patents, licences, trade marks and similar rights

and assets, if they were 1115 115 116 a) acquired for valuable consideration and need not be

shown under (,1.3 1117 117 118 b) created by the undertaking

itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable

consideration 1121 121 122 4. Payments on account and intangible assets under

development 1123 123 124

II. Tangible assets 1125 125 126

1. Land and buildings 1127 127 128

2. Plant and machinery 1129 129 130 Page 2/5 IRCSL Nr.: NE I Matricule :

4. Payments on account 1161 161 162 II. Debtors Note 7 2691 527.97 116] 163 164 178203.70

1. Trade debtors 1165 165 166 a) becoming due and payable

within one year 1167 167 16B b) becoming due and payable

after more than one year 1187 187 188 Page 3/S I RCSLNr.: NE I Matricule :

Reference(sl Current year Previous year

III. Investments 1189 189 190

1. Shares in affiliated undertakings 1191 191 192

2. Own shares 1209 209 210

3. Other investments 1195 19S 196 120027.79 IV. Cash at bank and in hand 1197 197 198 3456695.92

1199 _ E. Prepayments 199 200

TOTAL (ASSETS) 201 283478324.72_ 202 282683166.78_ Page 4/S I RCSL Nr.: NE I Matricule :

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year

Provisions B. 1331 331 332 1. Provisions for pensions and similar obligations 1333 333 334 2. Provisions for taxation 1335 335 336 3. Other provisions 1337 337 338

Note 9 677 387.51 e. Creditors 1435 435 436 505634.88

1. Debenture loans 1437 437 438 a) Convertible loans 1439 439 440 i) becoming due and payable

within one year 1441 441 442 ii) becoming due and payable

after more than one year 1443 443 444 b) Non convertible loans 1445 445 446 i) becoming due and payable

within one year 1447 447 448 ii) becoming due and payable

after more than one year 1449 449 450 2. Amounts owed to credit

institutions 1355 355 356 a) becoming due and payable

within one year 1357 357 358 b) becoming due and payable

after more than one year 1359 359 360 Page 5/5 IRCSL Nr.: NE I Matricule :

Reference(s) Current year Previous year 3. Payments received on account of orders in so far as they are shown separately as deductions from stocks 1361 361 362 a) becoming due and payable

within one year 1363 363 364 b) becoming due and payable

5. Bills of exchange payable 1373 373 374 a) becoming due and payable

within one year 1375 375 376 b) becoming due and payable

after more than one year 1377 377 378 6. Amounts owed to affiliated undertakings 1379 379 380 a) becoming due and payable

within one year 1381 381 382 b) becoming due and payable

after more than one year 1383 383 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests 1385 385 386 a) becoming due and payable

within one year 1387 387 388 b) becoming due and payable

after more than one year 1389 389 390 Other creditors 5231.55 8. 1451 4Sl 452 5231.55 5231.55 a) Tax authorities 1393 393 394 5231.55

b) Social security authorities 1395 395 396

c) Other creditors 1397 397 398 i) becoming due and

payable within one year 1399 399 400 ii) becoming due and payable after more than

one year 1401 401 402

D. Deferred income 140] 403 404

TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 283478324.72_ 406 282 683 166.78_ Page 1/2 Annual Accounts Helpdesk : I RCSL Nr.: NE I Matricule :

Tel. : (+352) 247 88 494 Email: [email protected] PROFIT AND LOSS ACCOUNT

Financial year from 01 01/01/2018 to 02 31/12/2018 (in 03 USD)

Biotoscana Investments S.A. route d'Esch, 70 1470 LUXEMBOURG

PROFIT AND LOSS ACCOUNT

Reference(s) Current year Previous year

. Net turnover , 1701 701 702

2. Variation in stocks of finished

goods and in work in progress 1703 703 704

3. Work performed by the undertaking

for its own purposes and capitalised 1705 70S 706

4. Other operating income 1113 713 714 7999.00

B. Other operating expenses 1621 -1426.15 6" 6" Page 2/2 I RCSLNr.: NE I Matricule :

Reference(s) Current year Previous year

9. Income from participating interests 1715 715 716 a) derived from affiliated undertakings 1717 717 718 b) other income from participating

interests 1719 719 720

10. Income from other investments and

loans forming part of the fixed assets 1721 721 722

a) derived from affiliated undertakings 1723 723 72'

b) other income not included under a) 172S 725 726

11. Other interest receivable and smilar

income 1727 Note 11 181 845.75 108191.52 727 728

a) derived from affiliated undertakings 1729 729 730

b) other interest and similar income 1731 181845.75 108191.52 731 732

12. Share of profit or loss of undertakings accounted for under

the equity method 1663 663 66'

13. Value adjustments in respect of financial assets and of investments

held as current assets 1665 665 666

14. Interest payable and similar expenses 1627 Note 12 -54832.10 -3 152 246.64 627 628

a) concerning affiliated undertakings 1629 629 630 -3141161.94

b) other interest and similar expenses 1631 -54832.10 -11 084.70 631 632

15. Tax on profit or loss 1635 635 636

16. Profit or loss after taxation 1667 -4201 196.61 -5 335 726.4 7 667 668

17. Other taxes not shown under items

1 to 16 1637 Note 13 -5 075.49 637 638

NOTE 1 • GENERAL INFORMATION

The financial year of the Company runs from January 1 up to December 31 of each year.

NOTE 2 - OBJECT

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General

The annual accounts have been prepared in accordance with generally accepted accounting principles and in agreement with the laws and regulations in force in the Grand-DuChy of Luxembourg.

Foreign exchange The Company maintains its accounting records in US dollars (USD) and the annual accounts are expressed in this currency.

Transactions expressed in currencies other than USD are translated into USD at the exchange rate effective at the time of the transaction.

Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year.

Financial fixed assets Financial assets are recorded at their acquisition price. The acquisition price includes charges and expenses in connection with the acquisition.

NOTE 5 - FORMATION EXPENSES

The movements of the year are as follows: 2018 2017 usa EUR

Gross book value - opening balance 13 991 236,00 Increases - additions for the year 13991 236,00 (Decreases - disposals for the year)

Gross book value - closing balance 13 991 236,00 13991 236,00

Value adjustment - opening balance (1 249628,20) Value adjustment during the year (2798247,20) (1 249628,20) (Reversals of the year)

Value adjustment - clOSing balance (4 047 875,40) (1 249 628,20)

Net book value at the end at the year 9943360,60 12741607,80

This item includes expenses related to the IPO which took place on July 21, 2017. They are amortized on a period of 5 years.

NOTE 6 - FINANCIAL ASSETS

Shares in affiliated undertakings:

The movements of the year are as follows: 2018 2017 usa usa

Acquisition cost - opening balance 266 306 659,36 216 306 659,36 Increases - additions for the year 4416749,00 50000000,00 {Decreases - disposals for the year}

Acquisition cost - clOSing balance 270 723 408,36 266306659,36

Net book value at the end of the year 270 723 408,36 266 306 659,36

Undertakings in which the Company hold at least 20% in their share capital are as follows:

Net equity at the Profit or loss tor Registered Ownership Last Balance last Balance Name the financial year- office % sheet date sheet date-

(USa) (Usa)

Grupo Biotoscana S.L. U. Spain 100 31/12/2018 294 573007,94 8728850,80

-Based on the financial statement as at December 31, 2018

Respectively, on August 9th 2011 and on November 8th 2011, the Company made a contribution for a global amount of USD 22 292 458.36.

Based on the Notarial deed dated on March 26, 2014, the Company made an additional contribution in cash in Grupo Biotoscana SLU. for a global amount of usa 83 152858.00.

The accompanying notes are an integral part of these annual accounts 12 NOTE 7 - DEBTORS

NOTE 7.1 - DEBTORS (Due within one year) 2018 2017 USD USD Amount owed by affiliated undertakings Other receivables 2674866,42 161951,85

2674866,42 161 951,85

Other debtors Direct tax authorities (ACD) 5938,85 5325,33 Intragroup receivables 203,82

5938,85 5529,15

Total DEBTORS (Due within one year) 2680805,27 167481,00

NOTE 7.2 - DEBTORS (more than one year) 2018 2017 USD USD

Receivables from Shareholder 10722,70 10722,70

10722,70 10722,70

Total DEBTORS (Due after more than one year) 10722,70 10722,70

NOTE 8 - CAPITAL AND RESERVES 2018 2017 USD USD

Subscribed share capital: 106622,31 105746,08

The Company was incorporated on 26 July 2011 with a subscribed and fully paid up capital of USD 50 000.00 represented by 1 Management Share and 49999 Ordinary Shares of USD 1.00 each (the "Shares").

The accompanying notes are an integral part of these annual accounts 13 Share premium and similar premiums: 296 128 077 ,44 291304351,75

Legal reserve:

Movements for the year on the reserves and profiUloss items

Profit or loss Result for the year brou ht forward As at the begining of the year (3 891 763,97) (5340801,96) Allocation of the prior year's result: (5340801,96) 5340801,96 Other movements

Result for the year (4201 196,61) As at the end of the year (9232 565,93) (4201 196,61)

NOTE 9 - CREDITORS

NOTE 9.1 - CREDITORS (Due within one year) 2018 2017 USD USD Trade creditors Suppliers 80777,38 78021,52

80777,38 78021,52

Other creditors Direct tax Authorities (ACD) 5231,55 5231,55

5231,55 5231,55

Total CREDITORS AND OTHER CREDITORS (Due within one year) 86008,93 83253,07

NOTE 9.2 - CREDITORS (Due after more than one year) 2018 2017 USD USD

Trade creditors

Suppliers invoices receivable 591 378,58 422381,81

591 378,58 422381,81

Total CREDITORS (Due after more than one year) 591 378,58 422 381,81

NOTE 10 - RAW MATERIALS AND CONSUMABLES AND OTHER EXTERNAL EXPENSES

2018 2017 USD USD

Commission and professional fees: 1 353464,06 871 722,75 Insurance premiums: 141550,56 121607,15 Marketing and communication costs: 34948,44 44205,69 Other external charges: 11080,41

1 529963,06 1 048616,00

The accompanying notes are an integral part of these annual accounts 14 NOTE 11 - OTHER INTEREST RECEIVABLE AND SIMILAR INCOME 2018 2017 USD USD

Bank interest and similar interest: 1 535,85 96561,03 Interests related to amounts owed to affiliated undertakings 95842,20 Foreign currency exchange gain: 84467,70 11630,49

181845,75 108191,52

NOTE 12 -INTEREST PAYABLE AND SIMILAR EXPENSES 2018 2017 USD USD Concerning affiliated undertakings

Inlerests on PEGs and PIK PEGs Series A & B: 3141161,94

3141161,94

Other interest and similar financial charges

Foreign currency exchange loss: 54832,10 11 084,70

54832,10 11084,70

NOTE 13 - OTHER TAXES 2018 2017 USD USD

Net wealth tax: 5075,49

5075,49

NOTE 14 - TAXATION

The Company is subject to the general tax regulation applicable to all Luxembourg commercial companies.

NOTE 15 - OFF BALANCE SHEET COMMITMENTS AND CONTINGENCIES

The Company does not have any off balance sheet commitments or contingencies at the end of the financial year.

NOTE 16-SUBSEQUENTEVENTS

There are no significant subsequent events.

The accompanying notes are an integral part of these annual accounts 15