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BIOFARM S.A. - BIO

28.04.2022 OGSM resolutions (first convening)

Release Date: 4/28/2022 3:48:56 PM

IRIS Code: E0E6B

Translation from Romanian

Biofarm output number: 187/28.04.2022

 

CURRENT REPORT

According to F.S.A. Regulations no. 5/2018

Report date: 28.04.2022

 

Name of the commercial company: BIOFARM S.A.

Registered office: Bucharest, no. 99 Logofatul Tautu Street, 3rd City District

Telephone no.: 021/301.06.87

Fax no.: 021/316.52.48

Website: www.biofarm.ro

Tax registration number: RO 341563

Order no. with the Trade Register: J40/199/1991

Fully paid-up share capital: 98.537.535 lei

The market on which company securities are traded – Bucharest Stock Exchange, BIO symbol

 

Important event to report:

 

Biofarm S.A. informs that on 28.04.2022, at 12.00 o’clock p.m., the Ordinary General Meeting of Shareholders of Biofarm S.A., convened in compliance with the Companies Law 31/1990 Republished, Law 297/2004 on the capital market, Law 24/2017 on issuers of financial instruments and market operations, Republished, F.S.A. Regulation No. 5/2018 on issuers of financial instruments and market operations, at the office of Biofarm S.A. from str. Logofatul Tautu nr. 99, sector 3, Bucharest.

The Ordinary General Meeting of Shareholders unfold its works at the first convocation.

The convening was published in the Official Gazette of Romania Part IV No. 1247/25.03.2022 and in the newspaper “Jurnalul National” No. 1102 (8414) of 24.03.2022.

At the Meeting, shareholders registered in the Shareholders’ Register attended on the reference date 19.04.2022.

 

From the total of 985,375,350 issued shares, at the Meeting, 872,106,446 shares were present and represented, representing 88.5049% from the total of issued shares.

The Ordinary General Meeting of Shareholders is statutory and legally constituted.

 

 

The Ordinary General Meeting of Shareholders of the Company Biofarm S.A. decides as follows:

 

1.    The election, based on Art. 129 of the Companies Law 31/1990, Republished, of a secretariat for the Ordinary General Meeting of Shareholders composed of Mrs ION Zoia Mihaela (shareholder of Biofarm S.A. Company) – secretary, Mr CONSTANTIN Daniel – technical secretary and Mrs STANCIU Roxana Maria – technical secretary, is approved unanimously.

2.    The individual financial statements for the year concluded on 31 December 2021 drafted in compliance with IFRS adopted by the European Union, based on the reports presented by the Board of Directors and by the financial auditor are approved unanimously.

The main indicators for 2021 are:

Total incomes: lei 252,715,064  

Total expenses: lei 192,359,295

Turnover: lei 239,044,656

Operating result: lei 68,676,606

Gross profit: lei 69,554,106

Net profit: lei 60.355.769   

Total equities: lei 332,787,317   

Revaluation reserves: lei 3,718,507   

Reserves: lei 23,350,438  

Reported result: lei 146,999,035   

Total assets: lei 418,778,898  

3.    The discharge from administration for the period 05.11.2021 – 31.12.2021 is approved unanimously.

4.    The Remuneration Report for the leaders of Biofarm S.A. for the year 2021[1] is approved unanimously.

5.    The distribution of the net profit made in 2021 and of the gross dividend of lei 0.024/share are approved unanimously.

The net profit realized in 2021 is distributed as follows:

Retained earnings: lei 36,706,761                                          

Dividends: lei 23,649,008

6.  The distribution of dividends starting with the date of 09.09.2022, which is the payment date - in compliance with the provisions of Art. 87 (2) of Law No. 24/2017 Republished and of Art. 178 (2) from the F.S.A. Regulation No. 5/2018, with bearing by shareholders of distribution expenses, as well as establishing the deadline for keeping the dividends at the shareholders’ disposal, are approved unanimously.

7.    The empowerment of the Board of Directors for choosing the payment agent and establishing the dividends distribution procedure, in compliance with the legal provisions in force is approved unanimously.

8.    The income and expenses budget for the year of 2022 is approved unanimously.

9.    The limits of additional remuneration of the members of the Board of Directors and of the General Manager is approved as follows:

a) A net budget of no more than 1% of the pre-tax profit for the reward of the members of the Board of Directors related to the fulfillment of the 2022 budget, as well as approval of the delegation to the Board of Directors of the competence to allocate the amounts, are approved unanimously;

b) The supplement of the administrators' bonus for the year 2021 with an amount representing the equivalent value of a monthly allowance / board member is approved with majority of votes;

c) A bonus for the General Manager in the amount of up to 65,000 euros, as well as a bonus of 2% of the amount by which the annual gross profit exceeds the budgeted gross profit are approved. The delegation to the Board of Directors of the competence to establish the amount of the bonuses within the established limits is approved with majority of votes.

10. The management and investment program for the year 2022 is approved unanimously.

11. Contract extension with the BDO AUDIT S.R.L. Company external auditor on a period of 1 (one) year is approved unanimously.

12. The date of 23.08.2022 is approved unanimously as the registration date in compliance with the provisions of Art. 87 (1) of Law No. 24/2017 Republished.

13. The date of 22.08.2022 is approved unanimously as the ex date in compliance with the provisions of Art. 176 (1) from the F.S.A. Regulation No. 5/2018 and Art. 2 (2) letter l from the F.S.A. Regulation No. 5/2018.

14. The mandating of Mr. Andrei Hrebenciuc – Chairman of the Board of Directors of Biofarm S.A. for signing all the documents issued following the Ordinary General Meeting of Shareholders is approved unanimously.

 

 

CHAIRMAN OF THE BOARD OF DIRECTORS

HREBENCIUC Andrei

 



[1] The opinion of shareholders within the general meeting on the remuneration report, resulted following the vote, has a consultative character, according to Art. 107 para. (6) of Law No. 24/2017, Republished.

 



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