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ANTIBIOTICE S.A. - ATB

Notice of AGSM 20/21.04.2021

Release Date: 3/18/2021 6:00:17 PM

IRIS Code: C604E

 

 

 

CURRENT REPORT

 

Report date: 18.03.2021                                                                              

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 lei

 

Important event to report:

 

 

CONVENING

The Ordinary General Meeting of Shareholders 

 

The Managing Board of Antibiotice reunited in the meeting on 17.03.2021 as per art. 234, A, paragraph (1) a) of the ASF Regulations no. 5/2018 convenes online on 20.04.2021, the Ordinary General Meeting of Shareholders at 1000 am, at the company’s head office, with the following agenda:

 

I.      Ordinary General Meeting of Shareholders

 

1.    Approval of the company’s financial statement for the fiscal year 2020, based on the Management Report and Financial Auditor Report.

2.    Approval of net profit distribution on 2020, setting the gross dividend per share and setting the payment date on 20.09.2021.

3.    Approval for registering the unsolicited and unclaimed dividends for the financial year 2016 as revenues.

4.    Approving the income and expenditure budget on 2021.

5.    Approval of the degree of achieving the objectives and performance criteria on 2020 for the members of the Management Board.

6.    Approving the discharge of administration for the activity conducted in the fiscal year 2020, based on reports submitted.

7.    Approving the objectives set in the administration plan for the members of the Management Board for 2021.

8.    Approval of the remuneration policy for the company's administrators in accordance with Art. 921 alin. (2) by the Law no. 158/2020 for the amendment, completion and repealing of certain legislative acts, as well as for the establishment of certain measures for the application of (EU) Regulation 2017/2.402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitization and creating a specific framework for simple, transparent and standardized securitization and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU, and Regulations (EC) no. 1060/2009 and (EU) no. 648/2012.

 

9.    Approval of the remunerations of the Management Board members, established according to the provisions of GEO no. 109/2011 on the corporate governance of public enterprises and GD no. 722/2016 for the approval of the Methodological Norms for  applying  certain provisions of the Government Emergency Ordinance no. 109/2011 on the corporate governance of public enterprises.

10. Acknowledgement of the termination of the mandate of the interim non-executive administrator, as a result of the expiration of the term for which the contract no. 9009 P/02.11.2020 was concluded.

11. Completing the composition of the Management Board by appointing an administrator and approving the mandate contract for him/her.

 

In accordance with Art. 117, para. 6 of Law no. 31/1990 on the trading companies, the list containing information regarding the name, locality of domicile and professional qualification of the persons proposed for the position of administrator is at the disposal of the shareholders and can be consulted and completed by them, at the Antibiotice S.A. headquarters – Investor Relations. The deadline for submitting proposals for candidates for the position of new member of the Management Board is 12.04.2021.

12. Approving the registration date 03.09.2021 in order to identify the shareholders subject to the effects of the decisions adopted, as per the stipulations of art. 86 paragraph 1 of Law 24/2017 on issuers of financial instruments and market operations, and setting the ex-date 02.09.2021.

 

 

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 92, of Law 24/2017 on issuers of financial instruments and market operations. The access of shareholders is allowed based on the identity card, special or general Power of 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 statement of accounts shall be sent to the company headquarters until 18.04.2021, 10:00 am;

 

Starting with 19.03.2021, the special or general powers of attorney, mail voting form in Romanian and in English, decisions draft, as well as the materials and documents  which will be the subject of deliberations can be obtained from the company’s headquarters (Investor 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 20/21.04.2021).

 

Until 18.04.2021, 10:00 am., 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 02.04.2021, 4 pm.

 

The company's shareholders can ask questions on the items of the agenda of the General Meeting from 19.03.2021 until 20.04.2021, ora 1000  (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 ask 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 Meeting shall be rescheduled for the date of 21.04.2021, at 10:00 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 08.04.2021, established as reference date are entitled to attend and vote.

 

 

Vicepresident of the Management Board,                                                                           

 Ec. Ioan NANI

 

 



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