If you can see this message, your browser does not support canvas and needs an update. Sorry. :(
Sunday, April 18, 2021 
Market Status: Closed
About us and Governance Investor Relations Contact
Advanced search

Market News


FARMACEUTICA REMEDIA SA - RMAH

Notice of EGSM - 24/25.02.2021

Release Date: 1/20/2021 6:30:04 PM

IRIS Code: 01DAB

Current report

according to ASF Regulation no. 5/2018

Report date:

20.01.2021

Name of issuer:

Farmaceutica  REMEDIA

Registered office:

Deva, B-dul Nicolae Balcescu nr. 2.

Tel/ fax no:

0254 22 32 60       /        0254 22 61 97

ORC no:

2115198

Trade Registry no:

J20 / 700 / 1991

Subscribed and paid-in capital:

RON 10,608,980

Regulated market:

Bucharest Stock Exchange, Standard Cathegory

 

Important events to report:

Dear investors,

 

We hereby present the Convening Notice of the E.G.M.S. of February 24th /25th  2021, approved during the meeting of the Board of Administrators of the Commercial Company Farmaceutica REMEDIA S.A. of 19.01.2021

 

C O N V E N I N G

 

Extraordinary General Meeting of Shareholders (E.G.M.S.)

 

 

The Board of Administrators of Farmaceutica REMEDIA S.A., with registered office in Deva, Blvd. Nicolae Balcescu nr. 2, tax identification number RO 2115198 and order number with the Trade Register J20/700/1991, share capital lei 10,608,980 fully subscribed and paid-up, web page www.remedia.ro, hereby convenes, in compliance with the Companies Law 31/1990, republished, Law 297/2004 on capital market, Law 24/2017 on issuers of financial instruments and market operations, F.S.A. Regulation No. 5/2018, E.G.M.S. on:

 

On Wednesday, 24.02.2021, at 12.00 o’clock p.m. at the company’s office of Bucharest, No. 78 Metalurgiei Blvd., 4th City District, postal code 041836, sector 4.

 If the E.G.M.S. will not be able to be held due to failure to fulfil the quorum, the second convening is on:

Thursday, 25.02.2021, at the same time, at the same place and with the same agenda.

 

At the E.G.M.S. shareholders registered with the Shareholders’ Register kept by the S.C. Depozitarul Central S.A. at the end of the day of 12.02.2021 – considered the reference date, are entitled to participate and to vote.

 

On the date of convening of the E.G.M.S. the share capital of S.C. Farmaceutica REMEDIA S.A. is of 10.608.980 lei divided in 106.089.800 shares with a nominal value of 0,10 lei/share.

Each share gives the right to one vote within the General Meeting of Shareholders.

There are no different classes of shares.

There are no voting rights suspended on the date hereof.

 

1.   Agenda of the Extraodinary General Meeting of Shareholders 24.02.2021 / 25.02.2021 - at 12.00 o’clock p.m.:

 

            1. Approval of the reduction of the share capital with the amount of 1.060.898 lei, from 10.608.980 lei to 9.548.082 lei, as a result of the cancellation of a number of 10.608.980 registered shares, dematerialized, in nominal value of 0,10 lei, repurchased according to Decision of the Extraordinary General Meeting of  Shareholders of Farmaceutica REMEDIA S.A. no. 75 / 14.10.2020.

            The new share capital of Farmaceutica REMEDIA S.A. will be 9.548.082 lei, divided into 95.480.820 shares, registered, dematerialized, with a nominal value of 0,10 lei.

            2. Empowerment of the Board of Administrators for the adoption of all  decisions necessary to carry out the Decision of the Extraordinary General Meeting of Shareholders to reduce the share capital.

  

   3. Approval of the update of the Articles of Association of Farmaceutica REMEDIA SA, as follows:

   Art. 6, para 6.1 will be modified and will have the following content:

6.1. (1) The share capital of the Company is 9.548.082 lei, fully subscribed and paid.

(2) The share capital is divided into 95.480.820 registered, dematerialized shares, with a nominal value of 0,1 lei / 1 share.”

   Art. 6, para 6.2 will be modified and will have the following content:

6.2. The consolidated synthetic structure of the holders of financial instruments issued by Farmaceutica REMEDIA S.A., symbol RMAH, is according to the Register of holders of financial instruments kept by Depozitarul Central S.A.”.

 

   4. Approval of the date of 16.03.2021 as the registration date, in compliance with the provisions of Art. 86 (1) of Law No. 24/2017.

 

            5. Approval of the date of  15.03.2021 as ex-date, in compliance with the provisions of Art. 176 (1) from the FSA Regulation No. 5/2018 and Art. 2 (2) letter l from the FSA Regulation No. 5/2018.

 

            6. The empowerment of “TARUS”– Valentin Norbert TARUS e.U., the President of the Board of Administrators, represented by Mr Valentin-Norbert TARUS, for signing all the documents issued following the Extraordinary General Meeting of Shareholders.

 

 

A.         Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda of E.G.M.S.

 

According to the provisions of art. 1171 para. (1) of Law No. 31/1990 republished and of art. 92 para. (3) of Law No. 24/2017, one or more shareholders representing individually or together at least 5% from the Company’s share capital, may request the Board of Administrators of the company to introduce new items on the agenda of the E.G.M.S. and/or presentation of draft resolutions for the items included or proposed to be included on the agenda of the E.G.M.S. in compliance with the following conditions:

i. In case of natural person shareholders, the requests must be accompanied by the copies of shareholders’ identity documents, which must allow their identification in the company register, kept by the Depozitarul Central S.A.

ii. The quality of shareholder, as well as in the case of legal person shareholders or of entities with no legal personality, the quality of legal representative is found under art. 194 (1) from Regulation No. 5/2018, based on the following documents presented to the issuer by the shareholder:

a) the statement of account from which the quality of shareholder and the number of shares held result;

b) documents attesting the registration of the information regarding the legal representative at the Depozitarul Central/respective attendants.

In all cases, the documents attesting the quality of legal representative drafted in a foreign language, other than English language, will be accompanied by a translation, realised by a sworn translator in Romanian language or in English language.

iii. To be accompanied by a justification and/or by a draft resolution proposed for adoption;

iv. Proposals on the introduction of new items on the agenda and of draft resolutions proposed for approval of the E.G.M.S. must be sent/submitted and recorded at the company’s registered office of Bucharest, No. 78 Metalurgiei Blvd., 4th City District, postal code 041836, until the end of 05.02.2021, in original, signed and, as appropriate, stamped* by shareholders or their legal representatives, mentioning on the envelope in print and in capital letters: «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24/25.02.2021 ».

* In compliance with Art. V from the Government Ordinance No. 17/2015, natural persons, legal persons of private law, as well as entities without legal personality do not have the obligation to affix the stamp on documents or on any other deeds issued in relationship between them, the obligation being only of state institutions.

 

B.              Asking questions, in compliance with art. 198 from Regulation No. 5/2018, on the items on the agenda of the E.G.M.S.

 

Each shareholder may ask questions to the company through a document that shall be submitted/transmitted and recorded at the company’s registered office of Bucharest, No. 78 Metalurgiei Blvd., 4th City District, postal code 041836  until the end of 17.02.2021, in original, signed, as appropriate, stamped by the shareholder or by its legal representative, mentioning on the envelope in print and in capital letters: «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24/25.02.2021».

The same identification requirements specified in letter A from this convening  (“Introduction of new items on the agenda and presentation of draft resolutions for the items included or proposed to be included on the agenda”) will be also applicable for shareholders/shareholders’ legal representative asking questions on the items on the agenda of the E.G.M.S.

The company may formulate a general reply for the questions with the same content that will be available on the company website in the Frequently asked questions section, in question-answer format

 

C.           Voting

 

Shareholders may exercise their voting right directly, by a representative or by mail.

 

 

C.1.   Direct vote within the E.G.M.S.

 

The access of shareholders entitled to attend the general meeting of shareholders is allowed by simply proving their identity, made in case of natural person shareholders with the identity document or, in case of legal persons and of represented natural person shareholders, with the authority given to the natural person representing them – except for the legal representative (who also is to present his/her identity document), in compliance with the applicable legal provisions and with the provisions contained in this notice to attend.

In case of legal person shareholders or of entities with no legal personality, the quality of legal representative is found based on the shareholders’ list from the reference date, received from the Depozitarul Central. In case the shareholders’ register at the reference date does not contain data regarding the quality of legal representative or they are not updated, this quality is proved with a confirmation of company details issued by the Trade Register, presented in original or in a certified true copy, or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, attesting the quality of legal representative.

The documents certifying the quality of legal representative of the legal person shareholder shall be issued no more than 3 months before the publication date of the notice to attend of the general meeting of shareholders.

Shareholders who do not have legal competence, as well as legal persons can be represented by their legal representatives, who, in turn, may issue a power of attorney to other persons.

 

C.2.  Representation based on a special power of attorney or on a general power of attorney (empowerment) at the E.G.M.S.

 

Shareholders can be represented in the E.G.M.S. by other persons based on a special power of attorney or on a general power of attorney (empowerment)

For this type of vote, the special power of attorney forms shall be used (in Romanian or in English language) in compliance with the provisions of the applicable legislation, which will be made available by the Board of Administrators of the Company or by a general power of attorney, drafted in compliance with the provisions of Art. 202 from the regulation No. 5/2018.

Legal person shareholders or entities with no legal personality attending the E.G.M.S. through another person than the legal representative, shall necessarily use a special or a general power of attorney, under the conditions specified above.

 

a.    Representation based on a special power of attorney

 

The forms of special power of attorney will be available in Romanian and English language starting with the date of 22.01.2021, at the Company’s office, and on the company’s website, www.remedia.ro. In case a shareholder assigns by special power of attorney, as a proxy another person, the form of special power of attorney for natural persons or legal persons shall be used, if necessary.

i. In case of natural person shareholders, special powers of attorney shall be accompanied by the copies of the identity documents of shareholders, who must allow their identification in the company’s shareholders’ register held by the Depozitarul Central S.A..

ii. The quality of legal representative of the person who signed the power of attorney is found based on the shareholders’ list from the reference date received from the Depozitarul Central S.A.. In case the shareholders’ register does not contain data regarding the quality of legal representative, or they are not updated, this quality is proved with a confirmation of company details in original or in a certified true copy, issued by the Trade Register or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, with a period of maximum 3 months in relation with the date of publication of the notice to attend of the general meeting, which would allow identifying the legal representative.

Shareholders shall fill in and sign the special powers of attorney in three original counterparts: one for the shareholder, one for the representative and one for the company. The copy for the company, filled in and signed, and, as appropriate, stamped, as well as accompanying documents, are submitted in person or are transmitted at the office S.C. Farmaceutica REMEDIA S.A. of Bucharest, No. 78 Metalurgiei Blvd., 4th City District, postal code 041836, until 22.02.2021, at 12.00 o’clock for the E.G.M.S., in a sealed envelope, with the mention in print and in capital letters:  «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24/25.02.2021» or sent to the e-mail address investor@remedia.ro until the same date and time, with embedded extended electronic signature in compliance with Law No. 455/2001 on the electronic signature.

A shareholder is forbidden to express different votes based on the shares held by him/her at the same company.

A shareholder gives, within the special power of attorney form, specific voting instructions to the person representing him/her, for each item recorded on the agenda of the general meeting of shareholders.

If by empowerment, several alternate representatives are appointed, the order in which they will exercise their mandate will be established as well.

A person acting as the representative may represent several shareholders, the number of shareholders thus represented being unlimited. If a representative holds different empowerments conferred by several shareholders, he/she is entitled to vote for a shareholder differently as compared to the vote for another shareholder. The person representing several shareholders based on empowerments, expresses the votes of the represented persons by summing up the number of votes «for», «against» and «abstention» without compensating them (for example, in item x from the agenda, I am representing «a» votes «for», «b» votes «against» and «c» «abstention»). In the case of special empowerments, the votes thus expressed are valid based on copy 3 of the special empowerment.

Special powers of attorney shall be updated in case proposals to complete the agenda shall be made by shareholders, proposals of candidates at the position of administrator.

In all cases, natural persons empowered by the special power of attorney will be identified with the identity document at the E.G.M.S.

 

b.   Representation based on a general power of attorney (empowerment)

Shareholders may issue a general power of attorney (empowerment) valid for a period of time that must not exceed 3 (three) years, allowing the assigned representative to vote in all the aspects under debate of the Company’s General Meeting of Shareholders, provided that the general power of attorney (empowerment) is issued by the shareholder, as the customer, to an intermediary as defined in art. 2 para. (1) point 20 of Law No. 24/2017, or to an attorney-at-law.

In the case of general empowerments, the person acting as the representative must not present in the general meeting of shareholders any proof on the voting of the represented persons.

General empowerment must contain at least the following information:

a. shareholder’s name/denomination;

b. representative’s name/denomination (the person whom the power of attorney is granted to);

c. date of the empowerment, as well as its validity period, complying with the legal provisions; empowerments bearing a later date have the effect of revoking the powers of attorney previously dated;

d. specifying that the shareholder authorizes the representative to attend and vote on his/her behalf by the general empowerment at the General Meeting of Shareholders for the entire holding of the shareholder on the reference date, with express specification of the company/companies for which the respective general empowerment is used.

 

The general empowerment shall terminate by:

(i) the revocation written by its principal shareholder, sent to the issuer no later than the deadline for submitting the empowerments, applicable to an extraordinary or ordinary general meeting, held within the mandate, drafted in Romanian language or in English language; or

(ii) losing the quality of shareholder of the principal on the reference date applicable to an extraordinary or an ordinary general meeting of shareholders, organised within the mandate; or

(iii) losing the quality of intermediary or of attorney-at-law of the representative.

 

The general empowerment shall be signed by the shareholder and accompanied by a statutory declaration given by the legal representative of the intermediary or by the attorney-at-law who received the power of representation by the general empowerment, showing that:

(i) the empowerment is granted by the respective shareholder, as the client, to the intermediary or, where appropriate, to the attorney-at-law;

(ii) the general empowerment is signed by the shareholder, including by attaching an extended electronic signature, where appropriate.

The declaration provided above must be submitted to Farmaceutica REMEDIA S.A. in original, signed and, as appropriate, stamped, without meeting other formalities in relation to its form. The declaration shall be submitted with the general empowerment.

Shareholders cannot be represented in the General Meeting of Shareholders based on a general power of attorney (empowerment), by a person being in a situation of conflict of interests, in compliance with the provisions of art. 92 para. 15 of Law No. 24/2017.

General powers of attorney (empowerments), before their first use, shall be submitted to the company 48 hours before the General Meeting, in copy, containing the mention of true copy under the signature of the representative or sent to the e-mail address investor@remedia.ro until the same date and time, with the embedded extended electronic signature in compliance with Law No. 455/2001 on the electronic signature - republished. Certified copies of the general powers of attorney (empowerments) are retained by the company, a mention being made in this regard in the E.G.M.S. protocol.

In case the person empowered by general power of attorney (empowerment) is a legal person, he/she may exercise his/her mandate received through any person who is part of the administration and management bodies, or through any of his/her employees, presenting documents proving their quality, in original or in a certified true copy.

In all cases, legal persons empowered by general power of attorney (empowerment) shall be identified with the identity document E.G.M.S.

 

   C.3.    Vote by mail within the E.G.M.S.

 

The shareholders of Farmaceutica REMEDIA S.A. company, registered on the reference date, in the shareholders’ register issued by Depozitarul Central S.A. have the possibility to vote by mail, before the E.G.M.S. by using ballots by mail made available by the company.

The forms of ballots by mail shall be available in Romanian and English language, starting with the date of 22.01.2021, at the Company’s office, and on the company’s internet page, www.remedia.ro.

i. In case of vote by mail of natural person shareholders, the voting forms by mail shall be accompanied by the copies of shareholders’ identity documents, which must allow their identification in the company’s shareholders’ register, held by Depozitarul Central S.A. and if necessary, copies of the identity documents of the legal representatives (in case of natural persons with no legal competence or with limited legal competence), together with the proof of the quality of legal representative;

ii. In case of vote by mail of legal person shareholders or of entities with no legal personality, the quality of legal representative is found based on the shareholders’ list from the reference date received from the Depozitarul Central S.A.. In case the shareholders’ register does not contain data regarding the quality of legal representative, or they are not updated, this quality is proved with a confirmation of company details in original or in a certified true copy issued by the Trade Register or any other document, in original or in a certified true copy, issued by a competent authority from the state in which the shareholder is legally registered, with a period of maximum 3 months in relation with the date of publication of the notice to attend of the General Meetings, which would allow identifying the legal representative.

The documents certifying the quality of legal representative drafted in a foreign language, other than English language, shall be accompanied by a translation performed by a sworn translator In Romanian or in English language.

Voting by mail can be cast by a representative only if he/she received from the shareholder which he/she represents a special/general empowerment that is submitted to the issuer in compliance with art. 243 para. 14 of Law No. 24/2017.

Forms of ballots by mail, in Romanian or in English language, in written format, as well as accompanying deeds must be submitted/sent and recorded at the company office of Farmaceutica REMEDIA S.A. company of Bucharest, No. 78 Metalurgiei Blvd., 4th city district, postal code 041836 in original, filled-in, signed and, as appropriate, stamped, until 22.02.2021, at 12.00 o’clock for E.G.M.S. in a sealed envelope, with the mention in print and in capital letters: «FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 24/25.02.2021» or sent to the e-mail address investor@remedia.ro until the same date and time, with embedded extended electronic signature in compliance with Law No. 455/2001 on the electronic signature - republished, under the penalty of losing the voting right.

Forms of ballots by mail shall be updated in case proposals to complete the agenda shall be made by shareholders or candidates to the position of administrator.

Shareholders who vote by mail shall correctly exercise their right to vote, so that for each subject on the agenda and in the ballot to expressly and clearly result his/her vote option. In case in one or more subjects from those recorded on the ballot there will be several options, they are illegible or conditionally cast or other ballots forms were used, the votes afferent to those items shall be considered void, for the reason of vitiated expression of the consent.

Voting forms which are not received at the office of S.C. Farmaceutica REMEDIA S.A. until the dates and times above mentioned shall not be taken into consideration for establishing the quorum and the majority in the E.G.M.S.

In the situation in which the shareholder who cast his/her vote by mail personally attends or attends through a representative the E.G.M.S. the vote cast by mail shall be cancelled. In this case, only the vote cast in person or by the representative shall be considered. If the person representing the shareholder by participation in person at the E.G.M.S. is another person than the one who cast his/her vote by mail, then for the validity of his/her vote, he/she shall present at the E.G.M.S. a written revocation of the vote by mail signed by the shareholder or by the representative who cast the vote by mail. This is not necessary if the shareholder or his/her legal representative is present at the General Meeting.

 

Starting with 22.01.2021, the documents, information materials, draft resolutions in relation with the E.G.M.S. under the legislation in force, can be consulted and obtained by shareholders from the Company’s website, www.remedia.ro, or from the Company’s office, during business days between 10 o’clock a.m. – 4 o’clock p.m.

Further information can be obtained at the office of Farmaceutica REMEDIA S.A. company or at the telephone number +40 745 113 453 during business days, between 10 o’clock a.m. – 4 o’clock p.m. The contact person is Mr Florin CADIA.

 

All the documents for the E.G.M.S. can be submitted at the Company office of Bucharest, No. 78 Metalurgiei Blvd., 4th city district, postal code 041836 during the business days between 10 o’clock a.m. – 4 o’clock p.m.

 

 

       PRESIDENT OF THE BOARD OF ADMINISTRATORS

       „TARUS” – Valentin Norbert TARUS e.U.

     

      

       represented by

       Valentin – Norbert TARUS

 

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved