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ANTIBIOTICE S.A. - ATB

Notice of O&EGSM - 05/06.03.2018

Release Date: 2/1/2018 6:30:10 PM

IRIS Code: EA32E

 

CURRENT REPORT

As per:

·         Law no. 24/2017 on issuers of financial instruments and market operations,

·         The regulations of the National Securities Commission no. 1/2006 regarding the issuant and the securities-related operations, amended by the regulations of ASF no. 13/2014,

·         The Regulation of CNVM no. 6/2009 on the exercise of certain rights of shareholders within the general meetings of trading companies,

·         Measures no. 26/20.12.2012,

·         Law no. 111/2016 for the approval of GEO no. 109/2011 on the corporate governance of public enterprises,

·         Law no. 31/1990 republished, with all subsequent amendments,

·         Articles of Association. 

                                                                                           

Report date: 01.02.2018

Name of issuing company: Antibiotice SA

Headquarters: Iasi, str. Valea Lupului nr. 1, zip code 707410

http://www.antibiotice.ro

E-mail: relatiicuinvestitorii@antibiotice.ro

Telephone/fax no. : 0232 209000 / 0232 209633

Unique registration code in the Trade Register Office: RO1973096

No. in the Trade Register: J22/285/1991

Subscribed and paid-up capital: 67,133,804.00 RON

The regulated market trading the securities issued: Bucharest Stock Exchange

Number of shares: 671,338,040

Number of votes: 671,338,040

Main characteristics of the securities  issued by the company: nominative shares, nominal value: 0.10 RON

 

Important event to report:

 

 

CONVENING

The Ordinary General Meeting of Shareholders and Extraordinary General Meeting of Shareholders

 

 

The Managing Board of Antibiotice reunited in the meeting on 01.02.2018 as per art. 113, A, paragraph (1) a) of the CNVM  Regulations no. 1/2006  convenes on 05/06.03.2018 the Ordinary General Meeting of Shareholders at 1000 am, and the Extraordinary General Meeting of Shareholders at 1200 am at the company’s head office, with the following agenda:

 

I.      Ordinary General Meeting of Shareholders

 

1.    Approving the income and expenditure budget on 2018;

 

2.    Approval of the following changes in the Management Board:

 

a.Termination of the term contract for a member of the Management Board, following their expiry;

b. Election of a new member of the Management Board, one of which according to the procedures laid down by the Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises;

According to the provisions of the art. 117, para. 6 of the  Law no. 31/1990  on the trading  companies, the list containing information such as the name, home town and professional qualification of the persons proposed for the position of administrator is at the shareholders' disposal  and can be consulted and completed by them at the Antibiotice headquarters - Investor Relations. Deadline until which proposals may be made for candidates for the position as a new member of the Management Board is 16.02.2018.

 

3.    The increase in the monthly gross fixed and variable  indemnity of the members of the Management Board and General Manager according to the Annex and the conclusion of the additional acts according to this approval, in view of applying GEO no. 79/2017 for amending and completing the Law no. 227/2015 regarding the Fiscal Code and GEO no. 90/2017 regarding some fiscal-budgetary measures, amending and completing some normative acts and extending some deadlines;

 

4.    Approving the registration date 20.03.2018 in order to identify the shareholders subject to the effects of the decisions adopted, as per the stipulations of art. 238 paragraph 1 of Law 297/2004 regarding the capital market, amended by provisions L10/2015 and setting the ex-date 19.03.2018.

 

 

II. Extraordinary General Meeting of Shareholders

 

1.     Establishment of a representative office in Moldova;

 

2.     Establishment of a representative office in in Ukraina;

 

3.  Approving the registration date 20.03.2018 in order to identify the shareholders subject to the effects of the decisions adopted, as per the stipulations of art. 238 paragraph 1 of Law 297/2004 regarding the capital market, amended by provisions L10/2015 and setting the ex-date 19.03.2018.

 

The shareholders registered at the reference date can exercise their right to attend and vote at general meetings directly, by mail or by a representative with special or general power of Attorney, according to the article 243, Law 297/2004 amended  and supplemented by the provisions of the Law 10/2015. The access of shareholders is allowed based on the identity card, Special Attorney, General Attorney, Special Attorney authenticated or mandate, for the legal representatives.

 

The original vote by mail form together with a copy of the identity card for the individual shareholders or any document attesting the capacity of legal representative for the corporate shareholders or an account statement shall be sent to the company headquarters until 03.03.2018, 10:00 a.m..

 

Starting with 02.02.2018, the special or general powers of attorney, mail voting form in Romanian and in English, decision draft, as well as the materials and documents  which will be the subject of deliberations can be obtained from the company’s headquarters (Investitors Relations – phone: 0232.209.570 / 0372.065.583, fax: 0372.065.633, e-mail: relatiicuinvestitorii@antibiotice.ro) and on our company website (www.antibiotice.ro/Investitors / Shareholders Information  / GMS 05/06.03.2018).

 

 

Until 03.03.2018, 10:00 a.m., the special or general powers of attorney in English and Romanian shall be submitted in original form, together with a copy of the identity card or registration certificate of the shareholder represented, at the company’s headquarters or sent via e-mail, with extended electronic signature. In the event that a shareholder mandates a credit institution which provides custody services, to attend and vote in the general meetings, only the original special power of attorney is needed accompanied by an original affidavit issued by the credit institution [ according to the Disposal of Measures no. 26/20.12.2012, Art. 2 (1) i), ii) and iii)].

 

One or more shareholders representing individually, or together, at least 5% of the share capital are entitled to introduce new items on the agenda of the general meetings and submit decision drafts for those items, until 16.02.2018, 4:00 p.m.

 

 

The company's shareholders can ask questions on the items of the agenda of the General Meeting from 02.02.2018 until 05.03.2018, 10:00 a.m.(relatiicuinvestitorii@antibiotice.ro).

 

 

In all the above cases, with the exception of the special or general power of attorney given by a shareholder to a credit institution which provides custody services, the corporate shareholders prove their capacity of legal representative with a confirmation of company details  issued by the trade register submitted in original or certified true copy thereof, or any other document, in original or certified true copy thereof, issued by a competent authority from the country in which the shareholder is legally registered, attesting its capacity of legal representative. The documents attesting the capacity of legal representative of the corporate shareholder shall be issued with not more than 3 months before the publication date of the convening notice of the general meeting of shareholders. These documents attesting the capacity of legal representative elaborated in a foreign language, other than English, shall be accompanied by a translation made by an authorized translator, in Romanian or English, without being notarized or apostilled [according to the Disposal of Measures no. 26/20.12.2012, Art. 4 (1), (2) and (3)].

 

In accordance with the Disposal of Measures no. 26/20.12.2012, Art. 5 and Disposal of Measures no.3/2012, Art. 1, in the case of shareholders who put questions or make proposals for completing the agenda, they may also prove their identity with the statement of account which attests the capacity of shareholder and the number of shares owned, issued by the Central Depository or, where appropriate, by the indirect participants who provide custody services [according to the art. 168 para. (1) letter b) of Law no. 297 amended and supplemented by the provisions of Law 10/2015].

 

More information on the rights of the shareholders will be available on the company website (www.antibiotice.ro).

In case of non-fulfillment of the statutory quorum for the validity of the deliberations at the first convocation, the Ordinary and Extraordinary Meeting shall be rescheduled for the date of 06.03.2018, at 10:00 a.m. repectively 12:00 a.m., at the same address and the same agenda.

 

 

At this General Meeting of Shareholders, all the shareholders registered in the Shareholder Register by the end of 20.02.2018, established as reference date are entitled to attend and vote.

 


Presedintele Consiliului de Administratie,

Jr. Ionut Sebastian IAVOR

 

 



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