Biotoscana Investments S.A. Société anonyme Siège social: 2-4, rue Beck, L-1222 Luxembourg Grand-Duché de Luxembourg R.C.S. Luxembourg B 162861 (the Company ) MINUTES OF THE BOARD OF DIRECTORS MEETING OF THE COMPANY held on December 15, 2017, at 12.30 pm CET (Central European Time) (9.30 am Sao Paulo/Brazil time) at 2-4, rue Beck, L-1222 Luxembourg DIRECTORS PRESENT: Juan Pablo Zucchini Nicolás Sujoy Myriam Deltenre Evis Hursever Alfredo Blanco Roberto Luiz Guttmann Teleconference from Buenos Aires Luxembourg Teleconference from London (each a Director and together the Directors or the Board of Directors) INVITEES: Mariano García-Valiño Renato De Giorgi Raquel Balsa Julieta Serna Eduardo Epstein Teleconference from Buenos Aires CONSTITUTION OF MEETING The meeting was opened from Luxembourg by Myriam Deltenre. Juan Pablo Zucchini acted as Chairman of the meeting and Ms. 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 4
DELIBERATION AND RESOLUTIONS 1. Opening remarks and approvals Management made opening remarks regarding financials, negotiations with partners and changes in management team. The board of directors approved the hiring of Ivan French as Executive Vice President of Research and Development with responsibility over clinical research teams, central regulatory teams and central pharmacovigilance teams. 2. DOSA Update Management provided an update on Dosa s integration and operations, commercial and industrial takeover, compliance guidelines, open bidding processes, plans with respect to Dosa s facilities, products. The integration process if moving forward according to plan and management does not expect surprises and no red flags. 3. Financial Review October 2017 Management made a presentation and the Board of Directors discussed (i) financials for the month of October 2017, with analysis of P&L, revenues and EBITDA breakdown, sales and gross margin, operating expenses, non-operating expenses, analysis by country, specific partner s agreement impact on financials, balance sheet as of October 31, 2017, free cash flow analysis, receivables, inventory and financial debt, (ii) preliminary sales for November 2017, preliminary sales against 2017 budget, preliminary sales against T2, and other preliminary sales analysis, (iii) forecast for 2017 (T2). 4. Long-term Strategy Management made a presentation regarding the long-term strategy of the Company, growth options for the Company s strategic direction, pipeline, M&A activity, components of organic growth, existing and new products, structural market dynamics, negotiations with partners, country analysis, analysts expectations, performance of acquisitions, strategic drivers, key issues, growth playbook 2018-2020 and strategic transactions. 5. 2018 Budget Management made a presentation and the Board of Directors discussed the 2018 budget, discussing positive enablers, negative impacts, main risks and opportunities, macroeconomic assumptions, net revenue and EBITDA by country, expected increase in net revenue and EBITDA, new launches for innovation products, EBITDA bridge, main products, specific analysis by country (Brazil, Argentina Page 2 of 4
and Colombia), hiring of new positions in Colombia, upsides and downsides not included in budget, HR functions and changes in organizational chart. The board of directors approved the 2018 budget. 6. Latam Region Analysis Management made a presentation on the Latam Region (Colombia, Peru, Chile, Ecuador, Uruguay, Bolivia, Paraguay and Mexico) with a country by country analysis in connection with (i) leadership and team (changes required in management teams in Colombia and Peru), (ii) structure, incentives and operating expenses, (iii) portfolio and (iv) new products and performance. 7. Housekeeping a. Calendar for 2018 meetings The Board of Directors discussed possible calendar of board meetings for the year 2018. b. Stock Option Plan The Board of Directors discussed and approved (i) the approval of the execution of a trust between the Company and/or the company Subsidiaries with a trustee to manage the grants and stock options, (ii) the necessary adjustments to the previously approved Stock Option Plan to adapt to a structure where company subsidiaries shall issue grants and stock options, that the Stock Option Plan may be extended to advisors and other adjustments to the Stock Option Plan, as attached hereto as Exhibit A, (iii) the approval of the stock grants agreements attached as Exhibit B and (iv) that the specific stock options agreements shall not be approved at this time, and may be reviewed and approved at a later date. c. Director fees The Board of Directors ratified and approved the payment of fees to certain Company directors that paid during the year 2017. d. Code of Conduct and Company Policies The Board of Director shall hold a special meeting to consider and approve a code of conduct. Prior to the meeting special counsel retained by the Company shall make a presentation to the Board of Directors with respect to such code of conduct. The Board of Directors shall also consider the implementation of adjustments to the trading policy and a special committee to audit its implementation. e. Powers of Attorney Page 3 of 4