TO THE SPANISH NATIONAL SECURITIES MARKET COMMISSION

(COMISIÓN NACIONAL DEL MERCADO DE VALORES)

Madrid, 3 November 2021

In compliance with the reporting requirements provided for in article 226 of the consolidated text of the Securities Market Act, approved by Royal Legislative Decree 4/2015, of 23 October, Laboratorios Farmacéuticos ROVI, S.A. (hereon, “ROVI” or the “Company”) hereby discloses to the Spanish National Securities Market Commission the following

INSIDE INFORMATION

In accordance with the resolutions passed by the Board of Directors of the Company, under the authorization granted by the general shareholders’ meeting of the Company on 17 June 2021, item 13 of its agenda, it is hereby reported the commencement by the Company, effective as of today, 3 November 2021, of a share buyback program (the “Buyback Program”) under Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (“Regulation 596/2014”) and Commission Delegated Regulation (EU) No. 2016/1052 of 8 March 2016 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (“Delegated Regulation 2016/1052”), in accordance with the following terms:

1. Purpose and scope: the Buyback Program’s purpose is to redeem own shares of ROVI (share capital reduction) and, at the same time, to contribute to ROVI’s shareholders remuneration by increasing earnings per share.
2. Term: from today, 3 November 2021, date of publication of the communication of the approval and effectiveness of the Buyback Program, and for a period of 12 months. Nevertheless, the Buyback Program will terminate before the end of the referred period upon acquisition of the maximum number of shares authorized by the Board of Directors or if the maximum monetary amount of the Buyback Program is reached. Moreover, ROVI reserves the right to terminate the Buyback Program before the end of the referred 12-month period if any other circumstance that makes it advisable occurs.
3. Maximum monetary amount: up to 125,000,000 euros, provided that the maximum price per share may not exceed that provided for by article 3.2 of Delegated Regulation 2016/1052. The authorization granted by the general shareholders’ meeting of the Company on 17 June 2021 established (a) a minimum price for the acquisition corresponding to the nominal value of the acquired shares and (b) a maximum price for the acquisition corresponding to a price not above the highest between (i) the last transaction carried out on the market by independent parties and (ii) the highest price of a purchase order amongst those contained in the orders book. The maximum monetary amount of the Buyback Program may be reduced in the amount applied by the Company, during its term, to the acquisition of own shares on the block trades market or over the counter for the same purpose, which will be notified to the market in the periodic other relevant information notices informing of the transactions carried out under the Buyback Program.
4. Maximum number of shares to be acquired: 1,628,000 shares of the Company, representing approximately 3% of the Company’s share capital. The maximum number of shares to be acquired under the Buyback Program may also be reduced if, during its term, acquisitions of own shares on the block trades market or over the counter are carried out for the same purpose, which will be notified to the market in the periodic other relevant information notices informing of the transactions carried out under the Buyback Program.
5. Trading volume to be considered as reference: the trading volume to be taken as a reference for the purposes of the provisions of article 3.3 of Delegated Regulation 2016/1052 for the entire duration of the Buyback Program shall be 25% of the average daily volume of ROVI’s shares on the Continuous Market of the Spanish Stock Exchanges during the twenty trading days prior to the date of the purchase.

The Buyback Program shall be managed by Bestinver, S.V., S.A., that will manage the Buyback Program by making its decisions regarding the implementation of the purchases of ROVI’s shares and their price and volume conditions independently. Any potential amendment, interruption or termination of the Buyback Program and any acquisition of shares thereunder shall be communicated to the Spanish National Securities Market Commission pursuant to article 5 of Regulation 595/2014 and Delegated Regulation 2016/1052. During the term of the Buyback Program the transactions regulated under the liquidity agreement entered into between ROVI and Renta 4 Banco, S.A. on 8 May 2019 will be suspended, in accordance with Circular 1/2017 of 26 April, of the Spanish National Securities Market Commission, pursuant to the provisions of rule 5, section c). The aforementioned transactions will resume once the Buyback Program ends.

In Madrid, 3 November 2021

Mr. Juan López-Belmonte Encina

Chairman and Chief Executive Officer

Laboratorios Farmacéuticos ROVI, S.A.