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ANTIBIOTICE S.A. - ATB

04/27/2022 OGSM & EGSM resolutions

Release Date: 4/27/2022 5:02:17 PM

IRIS Code: C8050

 

 

 

 

Decisions by

Ordinary and Extraordinary General Meetings of Shareholders

 

 

The Ordinary General Meeting of Shareholders of Antibiotice S.A. Iasi, a trading company established and operating according to the Romanian law, registered at the Trade Register Office Iasi attached to the Court of Iasi, under the no. J22/285/1991, unique registration code RO1973096, headquartered in1Valea Lupului St., Iasi, Romania, having subscribed and paid-up capital in the amount of67,133,804 LEI divided in 671,338,040registered shares, with a nominal value of 0.10 lei each,

 

convened by the announcement published in the Official Gazette of Romania, Part IV, no. 1203 and in Evenimentul no. 9425 dated 23.03.2022,

 

according to the provisions of Law no. 31/1990on trading companies, republished, with the subsequent amendments and completions, Law no. 24/2017and CNVM regulations, Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations, Disposal of measures no. 26/20.12.2012, Law no. 111/2016 for the approval of the Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises and provisions of the company’s Articles of Association,

 

reunited on 27.04.2022 at 10 AM for an Ordinary Meeting for at Antibiotice headquarters, for the first reunion/ second reunion, gathering shareholders that represent 80.5990 % of the share capital, respectively 100% of the total no. of voting rights

 

 

 

DECIDE:

 

 

I. Ordinary General Meeting of Shareholders

 

 

Decision no. 1: Based on a vote representing 80.6625% of the share capital and 100% out of total votes expressed, the company’s financial statement for the fiscal year 2021 are approved, based on the Management Report and Financial Auditor Report.

 

Decision no. 2: Based on a vote representing 80.6625% of the share capital and 100% out of the total votes expressed, the net profit distribution on 2021 is approved, setting the gross dividend worth 0.0031980923 lei/share and 03.10.2022 as the first payment date.

 

Decision no. 3: Based on a vote representing 80.6620% of the share capital and 99.9994% out of the total votes expressed, the registering as income the unclaimed dividends for the financial year 2017 as revenues is approved.

 

Decision no. 4: Based on a vote representing 80.6623% of the share capital and 99.9997% out of the total votes expressed, the degree of achieving the objectives and performance criteria on 2021 for the members of the Management Board is approved.

 

Decision no. 5: Based on a vote representing 80.6625% of the share capital and 100% out of the total votes expressed, the discharge of administration for the activity conducted in the fiscal year 2021, based on the submitted reports is approved.

 

 

Decision no. 6: With the vote of the shareholders representing 80.6622% of the share capital and 99.9997% of the total votes cast, the 2022 objectives of the Management Board members  included in the Management Plan and the signing of additional documents to the mandate contracts are approved.

 

Decision no. 7: Based on a vote representing 80.3982% of the share capital and 99.6723% out of the total votes expressed, remuneration report for the company’s administrators in accordance with Art. 107, para. (6) of Law 24/2017 on issuers of financial instruments and market operations is approved.

 

Decision no. 8: Based on a vote representing 80.3982% of the share capital and 99.6723% out of the total votes expressed, the remunerations of the Management Board members is approved, 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.

 

Decision no. 9: Based on a vote representing 80.6625% of the share capital and 100% out of the total votes expressed, GMS approved the date 13.09.2022 as a registration date for identifying the shareholders who will benefit from the effects of the decisions adopted, as the stipulations of art. 86 paragraph 1 of Law 24/2017 on issuers of financial instruments and market operations, and setting the ex-date 12.09.2022.

 

 

II. Extraordinary General Meeting of Shareholders

 

 

Decision no. 1: Based on a vote representing 80.6625% of the share capital and 100% out of the total votes expressed, the modification of the company's Articles of Association by completing the object of activity with the NACE code 3511 “electricity production” is approved.

 

 

 

These decisions shall be signed today 27.04.2022 at the company's headquarters, in two original copies.

 

 

 

 

 

 

President of the Management Board,

Lucian TIMOFTICIUC

 

 

 

 

Representative of the Public Tutelary Authority - Ministry of Health

Camelia Liliana BUNACIU

 

 

 



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