WRITTEN CIRCULAR RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY DATED 3 MAY 2017

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1 Biotoscana Investments S.A. (formerly Biotoscana Investments & Cy S.C.A.) Société anonyme 2-4, rue Beck, L-1222 Luxembourg R.C.S. Luxembourg B (the Company) WRITTEN CIRCULAR RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY DATED 3 MAY 2017 In accordance with Article 22.7 of the Company s articles of association, the undersigned, being all the members of the board of managers (the Board of Directors ) of the Company, do hereby unanimously consent and agree, by signing this written consent, to the adoption of the following resolutions and with the same effect as if such action had been taken by unanimous vote at a meeting of the Board of Directors duly called and held. WHEREAS the Company and all of the shareholders of the Company have agreed to offer common shares of the Company, including in the form of Brazilian Depositary Receipts (the BDRs ), each representing one common share issued by the Company. The Company and the selling shareholders have agreed to offer (1) BDRs to the public and institutional investors as defined in the offering documents in Brazil, (2) common shares and BDRs to certain qualified institutional buyers, or QIBs (as defined in Rule 144A promulgated under the United States Securities Act of 1933, as amended (the Securities Act )), and (3) common shares and BDRs to investors elsewhere outside the United States and Brazil that are not U.S. persons (as defined in Regulation S promulgated under the Securities Act). WHEREAS, the Company and the selling shareholders have agreed to apply to register the offering of BDRs with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or the CVM ). Currently, no public market exists for the Company s common shares or BDRs. The Company is to apply to list and trade our BDRs on the São Paulo Stock Exchange (BM&FBOVESPA Bolsa de Valores, Mercadorias e Futuros, or the BM&FBOVESPA ). The Company is also to apply to admit its common shares to listing on the official list of the Luxembourg Stock Exchange (Société de la Bourse de Luxembourg S.A.) and to trading of its common shares on the Euro MTF market, the exchange regulated market operated by the Luxembourg Stock Exchange. WHEREAS in view of the contemplated listing (as described above), the Board of Directors considers that the entry into the various transaction documents referred to such listing including the prospectus, the underwriting agreements and similar related documents, falls within the Company s corporate purpose and is in the best corporate interest of the Company and resolves to take decisions on the following: Page 1 of 11

2 1. IPO Process: 1.1. Brazil IPO Process: Approval of the registration of the Company as a foreign company Category A before the Brazilian Exchange Commission (Comissão de Valores Mobiliários CVM), in accordance with CVM Instruction 480/09; Approval of the BDR Program Level III, in accordance with CVM Instruction 332/2000 and, if necessary, the execution of the Depositary and the Custodian Agreements; Approval of the public offering of BDRs, in accordance with CVM Instruction 400/03 and, the authorization to any actions to be taken in connection with the offering such as the preparation of the formulário de referência and the offering documents, the execution of the underwriting agreements, the definition of the use of proceeds and the approval of the price per share; Approval of the listing of the Company with Bovespa and the admission for trading of the BDRs; Appoval of the execution of all actions, agreements and documents to proceed with the above, including, but not limited to the Brazilian Underwriting Agreement (Contrato de Coordenação, Colocação e Distribuição de BDRs, com Garantia Firme de Liquidação da Biotoscana Investments S.A.), Deposit Agreement, Formulário de Referência, Final Prospectus in Portuguese, registration forms with the CVM and customary closing certificates and any agreements ancillary to the completion of the offering 1.2. Luxembourg IPO Process. Approval of execution of all actions, agreements and documents to proceed with the listing of the shares New York IPO Process. Approval of execution of all actions, agreements and documents to proceed with the offering, including, execution of a Placement Facilitation and Purchase Agreement; agent for service of process appointment letter; Arrangement Letter relating to the offering with Ernst & Young and/or Deloitte; and customary closing certificates and any agreements ancillary to the completion of the offering. 2. Approval of stock option plan. 3. Approval of updated governance manual. 4. Ratification of members of the company s executive team. 5. Introducing an authorized share capital in the Company s articles of incorporation for the purpose of the IPO and the approval of the stock option plan. 6. Issuing a special report on the waiver of preferential subscription rights in relation to the introduction of an authorized share capital clause in the articles of incorporation. Page 2 of 11

3 7. Approval of the financial statements for years 2014 and 2015 (consolidated and standalone). 8. Submitting financial statements for to the approval of the shareholders. 9. Granting signatory powers in relation to the implementation of the above resolutions. 10. Miscellaneous ******** DOCUMENTATION The documents listed here below have been submitted to the managers either in draft form or in their executed version, and have been considered by the managers: (i) the Biotoscana Investments S.A Stock Option Plan, attached herein as Schedule A; (ii) the Grupo Biotoscana Corporate Governance Procedure Manual, attached herein as Schedule B; (iii) the Waiver Report, attached herein as Schedule C; (iv) the financial statements (standalone) for year ending as at 31 December 2014, attached herein as Schedule D; (v) the financial statements (consolidated) for year ending as at 31 December 2014, attached herein as Schedule E; (vi) the financial statements (standalone) for year ending as at 31 December 2015, attached herein as Schedule F; (vii) the financial statements (consolidated) for year ending as at 31 December 2015, attached herein as Schedule G. Page 3 of 11

4 RESOLUTIONS THEREFORE the Board of Directors adopts the following resolutions: Subject: IPO Process: FIRST RESOLUTION THE BOARD OF DIRECTORS RESOLVES to approve the following: 1.1. Brazil IPO Process: Approval of the registration of the Company as a foreign company Category A before the Brazilian Exchange Commission (Comissão de Valores Mobiliários CVM), in accordance with CVM Instruction 480/09; Approval of the BDR Program Level III, in accordance with CVM Instruction 332/2000 and, if necessary, the execution of the Depositary and the Custodian Agreements; Approval of the public offering of BDRs, in accordance with CVM Instruction 400/03 and, the authorization to any actions to be taken in connection with the offering such as the preparation of the formulário de referência and the offering documents, the execution of the underwriting agreements, the definition of the use of proceeds and the approval of the price per share; Approval of the listing of the Company with Bovespa and the admission for trading of the BDRs; Appoval of the execution of all actions, agreements and documents to proceed with the above, including, but not lmited to the Brazilian Underwriting Agreement (Instrumento Particular de Contrato de Coordenação, Distribuição e Garantia Firme de Certificados de Depósito de Ações representativos de Liquidação de Ações Ordinárias de Emissão da Biotoscana Investments S.A.), Deposit Agreement, Formulário de Referência, Final Prospectus in Portuguese, registration forms with the CVM and customary closing certificates and any agreements ancillary to the completion of the offering Luxembourg IPO Process. Approval of execution of all actions, agreements and documents to proceed with the listing of the shares New York IPO Process. Approval of execution of all actions, agreements and documents to proceed with the offering, including, execution of a Placement Facilitation and Purchase Agreement; Agent for service of process appointment letter; Arrangement Letter relating to the offering with Ernst & Young and/or Deloitte; and Customary Closing Certificates and any agreements ancillary to the completion of the offering. Page 4 of 11

5 SECOND RESOLUTION Subject: Approval of stock option plan. Each Director of the Company had been submitted with the draft of the Biotoscana Investments S.A Stock Option Plan attached hereto as Exhibit A with respect to the implementation of a stock option plan at the level of the Company (the Plan ). The purpose of the Plan is to offer persons selected by the Company an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by acquiring Shares of the Company s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. THE BOARD OF DIRECTORS RESOLVES to approve the Biotoscana Investments S.A Stock Option Plan. THIRD RESOLUTION Subject: Approval of updated governance manual. Each Director of the Company had been submitted with the draft of the Grupo Biotoscana Corporate Governance Procedure Manual attached hereto as Exhibit B with respect to the governance and procedures of the Company, its board of director and committees. THE BOARD OF DIRECTORS RESOLVES to approve the Grupo Biotoscana Corporate Governance Procedure Manual. FOURTH RESOLUTION Subject: Ratification of members of the company s executive team. THE BOARD OF DIRECTORS RATIFIES that the Company s current executive teams is as follows: Name Position Mariano García-Valiño... Chief Executive Officer Raquel Balsa... Executive Vice-President Finance Renato De Giorgi... Executive Vice President Development Román Saglio... Executive Vice President Marketing Jorge Ramos Manso... Chief Operating Officer Julieta Serna... Executive Vice President Strategy Eduardo Gomez... Chief Compliance Officer FIFTH RESOLUTION Subject: Introducing an authorized share capital in the Company s articles of incorporation for the purpose of the IPO and the approval of the stock option plan. Page 5 of 11

6 Considering the forthcoming Extraordinary General Meeting of the shareholders of the Company to be held on or about the 5 th of May 2017 (the EGM ) and which intends to among others, introduce an authorised share capital clause in the articles of incorporation of the Company (the Articles of Incorporation ) authorising the Board of Directors to issue any new ordinary shares in the future. Considering the requirements of Article 32-3(5) of the Law of 10 August 1915 on Commercial Companies, as amended (the Law ), the BOARD OF DIRECTORS confirms that the limitation or waiver of the existing Shareholders preferential rights of subscription in case of an increase of the subscribed share capital within the limits of the authorised share capital clause are motivated by enabling the Company to perform its corporate objectives as described in the Articles of Incorporation. The EGM intends to give the Board of Directors the power to limit or withdraw or waive the preferential subscription rights of the existing shareholders within the framework of the authorised share capital clause to be introduced in the Articles of Incorporation of the Company as new article 5.2 of the Articles of Incorporation. The relevant new articles in the Articles of Incorporation shall read as follows: 5.2. The authorized share capital of the Company, including the subscribed share capital, is set at three hundred thousand US dollars (USD 300,000.00) divided into three hundred million (300,000,000) shares with a nominal value of USD each The authorised share capital of the Company may be increased or reduced by a resolution of the general meeting of shareholder(s) of the Company adopted in the manner required for the amendment of the Articles The Board of Directors is allowed: - To increase the subscribed share capital within the limits of the authorized share capital in one single increase or by successive instalments through the issuance of new shares. These new shares may be paid up by a cash payment, contribution in kind, transformation of payables or by incorporation of retained earnings or capital reserves; - within the limit of the authorized share capital, increase the subscribed share capital of the Company in connection with a public offering of shares and/or subscription receipts of the Company, without granting preferential subscription rights to shareholders; - within the limit of the authorized share capital, and pursuant to a plan approved by the general meeting of the shareholders, authorize, grant and issue stock options or stock grants to directors and officers, employees or natural persons providing services to the Company or its subsidiaries, as well as to the directors, officers and employees of subsidiaries, without granting preferential subscription rights to shareholders; - to set the place and date of the issuance or successive issuances, the price of issuance, including an issue premium (if any), the conditions and modalities of subscription and payment of the new shares; Page 6 of 11

7 - to issue bonds, convertible or not, payable in any given currency, considering that any issuance of convertible bonds may only be done within the limits of the authorised share capital. A register of bonds in registered form shall be maintained at the register office of the Company; - to delegate, to any person duly authorized the acceptance of subscriptions and the reception of payment of the price of shares representing all or part of this share capital increase, to record the realized share capital increases and to reflect in article 5 of the Articles the amount by which the authorization for the share capital increase had been effectively used and, where appropriate, the amounts of any such increase that are reserved for financial instruments, which may carry on entitlements to shares. As a consequence of the above THE BOARD OF DIRECTORS DECIDES to convene the extraordinary general meeting of the shareholders of the Company to among other introduce the authorised share capital clause and amend the Articles of Incorporation accordingly, with the following agenda: 1. To set and fix the authorised share capital up to an amount of three hundred thousand US dollars (USD 300,000.00) divided into three hundred million (300,000,000) shares with a nominal value of USD each. 2. To acknowledge and to approve the report issued by the board of directors of the general partner of the Company in conjunction with the article 32-3 (5) of the law dated 10 August 1915 on commercial companies, as amended. 3. To introduce a new article in the Company s articles of incorporation pertaining to the authorized capital of the Company. 4. To fully restated to the Company s articles of incorporation without amending the purpose clause. 5. To approve the resignation of José Mauricio Salgar Hurtado as director of the Company with effect as from the 6 th of May 2017 and to appoint Nicolas Sujoy as new director of the Company with effect as from the 6 th of May Miscellaneous SIXTH RESOLUTION Subject: Issuing a special report on the waiver of preferential subscription rights in relation to the introduction of an authorized share capital clause in the articles of incorporation. In view of the introduction of the authorised capital clause in the Articles of Incorporation, the Board of Directors is to submit a waiver report (the Waiver Report ) to the notary to effect such amendment in the Articles of Incorporation. Page 7 of 11

8 THE BOARD OF DIRECTORS RESOLVES to approve the execution of the Waiver Report which shall be submitted to the notary who will enact the amendment of the articles of incorporation as foreseen under the next resolution below. SEVENTH RESOLUTION Subject: Approval of the Financial Statements for years 2014 and 2015 (consolidated and standalone). Financial Statements for year 2014 Standalone 2014 accounts: THE BOARD OF DIRECTORS RESOLVES to approve the annual accounts of the Company ended as at 31 December 2014, as tabled in Schedule D. THE BOARD OF DIRECTORS ACKNOWLEDGES that according to the annual accounts of the Company ended as at 31 December 2014, the results of the year under review consisted in a loss of thirty-six thousand two hundred and twenty-two US Dollars and eighty-three cents (USD 36,222.83). THE BOARD OF DIRECTORS RESOLVED to propose to the shareholder's meeting of the Company to carry forward such amount. Consolidated 2014 accounts: THE BOARD OF DIRECTORS RESOLVES to approve the consolidated annual accounts of the Company ended as at 31 December 2014, as tabled in Schedule E. THE BOARD OF DIRECTORS RESOLVED to propose to the shareholder's meeting of the Company to carry forward any positive results. Financial Statements for year 2015 Standalone 2015 accounts: THE BOARD OF DIRECTORS RESOLVES to approve the annual accounts of the Company ended as at 31 December 2015, as tabled in Schedule F. THE BOARD OF DIRECTORS ACKNOWLEDGES that according to the annual accounts of the Company ended as at 31 December 2015, the results of the year under review consisted in a loss of one hundred and thirty-seven thousand nine hundred and forty-two US Dollars and ninety-two cents (USD 137,942.92). THE BOARD OF DIRECTORS RESOLVED to propose to the shareholder's meeting of the Company to carry forward such amount. Page 8 of 11

9 Consolidated 2015 accounts: THE BOARD OF DIRECTORS RESOLVES to approve the consolidated annual accounts of the Company ended as at 31 December 2015, as tabled in Schedule G. THE BOARD OF DIRECTORS RESOLVED to propose to the shareholder's meeting of the Company to carry forward any positive results. NINTH RESOLUTION Subject: Submitting the financial statements for the approval of the shareholders. THE BOARD OF DIRECTORS DECIDES to convene the ordinary general meeting of the shareholders of the Company to submit and approve the annual accounts for the years ending 2014, 2015 and 2016 (standalone and consolidated where relevant) with the following agenda: 1. To submit the report of the management report related to the Company's annual accounts as at 31 December Allocation of the results for the financial year ending as of 31 December To submit the report of the management report related to the Company's consolidated annual accounts as at 31 December Allocation of the results of the consolidated accounts for the financial year ending as of 31 December To submit the report of the management report related to the Company's annual accounts as at 31 December Allocation of the results for the financial year ending as of 31 December To submit the report of the management report related to the Company's consolidated annual accounts as at 31 December Allocation of the results of the consolidated accounts for the financial year ending as of 31 December To submit the report of the management report related to the Company's annual accounts as at 31 December Allocation of the results for the financial year ending as of 31 December To submit the report of the management report related to the Company's consolidated annual accounts as at 31 December Allocation of the results of the consolidated accounts for the financial year ending as of 31 December Page 9 of 11

10 13. To grant discharge to the directors of the Company, from any liabilities for the exercise of their mandates for the financial year 2014, ending on 31 December 2015 and the financial year Miscellaneous. TENTH RESOLUTION Subject: Granting signatory powers in relation to the implementation of the above resolutions. THE BOARD OF DIRECTORS EMPOWERS AND AUTHORISES any director of the Company, acting individually, with full power of substitution, in the name and on behalf of the Company, to (i) negotiate the terms of, execute and deliver the any documents and agreements necessary to give effect to the resolutions approved herein ( Transaction Documents ) in such form and with such amendments and additions thereto as in his/her absolute discretion the authorized signatory thinks fit and to implement the transactions contemplated thereby, (ii) execute any other agreements or documents, letters of representation, instruments, certificates, powers of attorney, notices, shareholders resolutions and any other documents which the authorised signatory believes necessary, appropriate, required or desirable in order to enable the Company to fully and promptly carry out the purposes and intent of each of the foregoing resolutions and (iii) perform any actions or formalities referred to in the preceding resolutions and any other actions or formalities necessary or useful in relation to the preceding resolutions. THE BOARD OF DIRECTORS FURTHER EMPOWERS AND AUTHORIZES any lawyer from Bonn Steichen & Partners each acting individually, to act in the name and on behalf of the Company and to represent it before the Luxembourg public notary in order to (i) execute the amendment of the Articles of Incorporation, and to, in the name and on behalf of the Company, take any decision, sign any document, make any resolution, and generally do anything necessary or useful in relation to the execution of the amendment of the Articles of Incorporation and (ii) to do all actions to file the annual accounts (where relevant)with the Luxembourg trade and companies register. THE BOARD OF DIRECTORS FURTHER RESOLVES to approve the issuance by any of its directors of one or several certified copies of the present minutes (or excerpts thereof) in order to evidence the due authorisation and empowerment of the persons appointed as authorised signatories of the Company by virtue of the above resolutions. Subject: Miscellaneous ELEVENTH RESOLUTION As a result of the resignation of José Mauricio Salgar Hurtado as director of the Company as from the 6 th of May 2017, THE BOARD OF DIRECTORS RESOLVES to appoint Juan Pablo Zucchini as the chairman of the Board of Directors, effective as from the 6th of May [SIGNATURE PAGE FOLLOWS] Page 10 of 11

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