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Med Life S.A. - M

EGSM resolutions - 23 July 2019

Release Date: 7/23/2019 6:39:14 PM

IRIS Code: 4965B

No. 65/23.7.2019

CURRENT REPORT

 

Current report drafted according to the stipulations of ASF Rule no. 5/2018 on issuers of financial instruments and market operations and Law no. 24/2017 on issuers of financial instruments and market operations

 

Report Date: 23 July 2019

Name of the issuing company:: MED LIFE S.A.

Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania

Fax number: 0374 180 470

Unique Registration Code at the National Office of Trade Registry: 8422035

Order number on the Trade Registry: J40/3709/1996

Subscribed and paid-in share capital: 5,536,270.5 RON

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

 

 

Significant events to report:

 

Resolution of the Extraordinary General Meeting of Shareholders of Med Life S.A.

In compliance with the provisions of Law no. 31/1990 on trading companies, Law no. 24/2017 regarding the capital market, of Regulation no. 5/2018 of the Romanian Financial Supervisory Authority on issuers of financial instruments and market operations, Med Life S.A. informs the investors in regards to:

 

 

the Resolution of the Extraordinary General Meeting of Shareholders of Med Life S.A.

from July 23, 2019 

 

 

 

The resolutions are attached to the present current report.

 

Mihail Marcu

Chief Executive Officer

 

RESOLUTION OF THE

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

OF

MED LIFE S.A.

No. 1 / 23.07.2019

 

The extraordinary general shareholders' meeting of Med Life S.A. (the "Meeting"), a joint stock company managed in a one-tier system and operating in accordance with the laws of Romania, with registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st district, registered with the Trade Registry adjoined to the Bucharest Tribunal, under no. J40/3709/1996, sole registration code 8422035, having subscribed and paid up share capital amounting to RON 5.536.270,5 (hereinafter the "Company"), legally and statutorily convened, in accordance with art. 117 of Companies Law no. 31/1990, republished,  Law no. 24/2017 on issuers of financial instruments and market operations and other secondary regulations issued in the implementation of the above mentioned and with art. 10 of the Company’s articles of association, by publishing the convening notice in the Romanian Official Gazette, Part IV no. 2359/06.06.2019 and in the newspaper "Bursa", edition of 06.06.2019, as well as by transmitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority by current report no. 62 of 06.06.2019

Legally and statutory assembled on 23.07.2019, 10:00 hours, on the first convening at CEx meeting room situated in Bucharest, 1st District, no. 7A Grigore Manolescu st., Enel Building, 3rd floor, by personal presence or by representation, as well as by expressing votes by correspondence, of a number of 26 shareholders owning a number of 16,524,236 shares with voting rights, representing 74.976% of the total voting rights, respectively 74.618% of the Company's share capital.

 

DECIDES

 

  1. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting

approves

Authorization of the Company’s Board of Directors to:

a.         Negotiate with Banca Comerciala Romana S.A., as well as with other entities that will participate in financing together with Banca Comerciala Romana S.A., the terms and conditions of the increase of the credit limit granted based on the Syndicated Loan Credit Facility concluded on October 31st 2018, between Med Life S.A., Bahtco Invest S.A., Accipiens S.A. and Policlinica de Diagnostic Rapid S.A., acting as Original Borrowers and Banca Comerciala S.A., acting as Agent and Lender, BRD - Groupe Societe Generale S.A., Raiffeisen Bank S.A and Banca Transilvania S.A. acting as Lenders, up to a maximum threshold of Euro 90 million, extension of the duration for reimbursement of existing facilities, rearrangement of subsequent terms and conditions, amendment of collaterals (the agreement thus modified being referred to as the “Credit Agreement”);

b.        Negotiate with Banca Comerciala Romana S.A., as well as with other entities that with participate in financing together with Banca Comerciala Romana S.A. the terms and conditions of adhering to the Credit Agreement as borrowers of the following companies that are part of the Company’s group of companies: (i) Clinica Polisano S.R.L.; (ii) Dent Estet Clinic S.A.; (iii) Genesys Medical Clinic S.R.L.; (iv) Centrul Medical SAMA S.A. (these companies, together with the Original Borrowers, being jointly referred to as the “Borrowers”);

c.         Negotiate: (i) the structure to guarantee the obligations undertaken by the Company and the other Borrowers based on the Credit Agreement, including by undertaking joint collateral obligations between each of the Company and Borrowers, for the entire amount granted based on the Credit Agreement; as well as (ii) the terms and conditions for mortgage agreements by which the obligations of reimbursement of the financing granted based on the Credit Agreement shall be guaranteed.

  1. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting,

approves

Granting the power of attorney to the Company’s Board of Directors in view of performing all the necessary and useful operations and/or procedures regarding implementation of point 1 above.

  1. With unanimity of voting rights validly expressed by present or represented shareholders, respectively by the shareholders which voted by correspondence in the Meeting,

approves

Granting the power of attorney to the President of the Company’s Board of Directors to draft and sign, in the Company’s name, to carry out and to submit any documents, as well as to grant any statements that are necessary and to fulfil any formalities, such as those of publicity, including to pay any taxes, to request and to receive and documents/deeds issued by any competent authorities, as well as granting the right to delegate to another person the mandate for the previously mentioned formalities.

 

 

This Resolution was drafted and signed in Bucharest, in 4 original copies, each having a number of 3 pages, today, 23.07.2019.

 

 

 



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