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FARMACEUTICA REMEDIA SA - RMAH

OGSM resolutions - 20.04.2022

Release Date: 4/20/2022 4:40:08 PM

IRIS Code: A3546

Current report

according to ASF Regulation no. 5/2018

Report date:

20.04.2022

Name of issuer:

Farmaceutica REMEDIA SA

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 9.548.082

Regulated market:

Bucharest Stock Exchange, Standard Cathegory

 

Important events to report:

 

Dear investors,

 

We hereby present the DECISION NO. 82 of the Ordinary General Meeting of Shareholders of the trading company Farmaceutica REMEDIA S.A. as of April 20th, 2022

 

DECISION NO.  82 of April 20th 2022

of the Ordinary General Meeting of Shareholders

 

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

 

Adopted today, 20.04.2022 at the secondary headquarters of the company from BUCHAREST, B-dul Metalurgiei no. 78, sector 4.

 

Following the debate of the items on the agenda, the Ordinary General Meeting of Shareholders decides, with the vote of the shareholders present and represented holding a number of 80.496.947 voting shares, representing 84,3069% of the total number of voting shares in the share capital of Farmaceutica REMEDIA SA (total voting shares 95.480.820 representing 100% of the share capital of Farmaceutica REMEDIA S.A.), the following:

 

Art. 1. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the audited, consolidated and unconsolidated financial statements for 2021, based on the reports submitted by the President of the Board of Administrators and by the financial auditor, having the following representative
data
:

 

Indicator

Values registered
on December 31th
2021 (LEI)

Values registered
on December 31th
2021 (LEI)

 

unconsolidated

consolidated

Net turnover

14.513.188

477.102.652

Operating revenues – TOTAL

14.941.739

477.949.976

Operating costs - TOTAL

15.861.369

469.285.866

Financial revenues - TOTAL

1.665.974

220.698

Financial costs - TOTAL

13.098

377.581

TOTAL REVENUES

16.607.713

478.170.674

TOTAL COSTS

15.874.467

469.663.447

Tax

-125.909

1.274.069

NET PROFIT

859.155

7.233.158

Non-current assets- TOTAL

45.871.850

42.655.089

Current assets - TOTAL

19.810.685

206.105.021

TOTAL ASSETS

67.623.640

250.946.798

Equity

55.326.909

68.223.569

TOTAL long-term liabilities

2.544.268

2.544.268

TOTAL short-term liabilities

9.752.463

180.178.961

TOTAL EQUITY AND LIABILITIES

67.623.640

250.946.799

 

Art.2. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the discharge from administration of administrators for the financial year 2021.

 

Art. 3. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the budget of income and expenditures for 2022, unconsolidated and consolidated, having the following representative data:

 

Indicator

Value (LEI)

Value (LEI)

 

unconsolidated

consolidated

TOTAL REVENUES, from which:

28.193.000

621.776.000

Net revenues from sale of merchandise

20.000.000

617.500.000

Other revenues

3.168.000

4.241.000

Financial revenues

5.025.000

35.000

Provisions revenues

22.854.649

613.573.576

TOTAL COSTS, from which:

17.088.149

577.336.149

Net cost of sold merchandise

5.601.500

34.910.527

Other costs

165.000

1.326.900

Amortization & provisions

5.338.351

8.202.424

GROSS PROFIT

28.193.000

621.776.000

 

Art.4. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the activity and investment program for 2022 having the proposed investment value of LEI 6.533.000 for Farmaceutica REMEDIA SA and for Farmaceutica REMEDIA Distribution & Logistics S.R.L.

 

Art.5. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the Board of Administrators proposal of destination distribution of the net profit achieved in fiscal year 2021, as follows:

 

DESTINATION

AMOUNT (Lei)

Dividends from the profit for       2021

859.155

Dividends from the profit for       2020

   3.899.881

Total dividends

   4.759.036

Undistributed profit

0

TOTAL DISTRIBUTED NET PROFIT 2021

859.155

 

 

Art.6. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

a) Setting the gross dividend per share at LEI 0,05;

b) Approval of the date of 29.07.2022 as the payment date - in compliance with the provisions of Art. 87 (2) of Law No. 24/2017 and Art. 178 (2) from the F.S.A. Regulation No. 5/2018;

c) Approval of the deadline for keeping available to shareholders the dividends 3 (three) years from the dividends payment date;

d) Empowerment of the Board of Administrators to choose the payment agent and to establish the dividends distribution procedure, in compliance with the legal provisions in force.

e) Approval for bearing the costs of dividends distribution by Farmaceutica REMEDIA S.A.

 

Art.7. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes AGAINST, no votes FOR and no ABSTENTIONS, all votes being valid, the AGM decides

 

Rejection of the election of two new members to the Board of Administrators of the Company.

 

Art.8. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

·         Approval of The Remuneration Report for 2021 of the society Farmaceutica REMEDIA S.A.;

·         The remuneration for the members of the Board of Administrators, the General Director, Administrators, as well as for the Directors with mandate contract, and the maximum limit for the additional remunerations and other benefits that can be granted out of the unconsolidated net profit, all these for the period 01.05.2022 – 30.04.2023, as follows:

- the remuneration of the Board of Administrators, General Director, Administrators and the Directors with mandate contract is limited to maximum RON 200.000 net per month;

- the annual bonus for the members of the Board of Administrators, General Director, Administrators and the Directors with mandate contract, based on the Board of Administrators approval, is limited to maximum 15 % of the net profit, according to the mandate contracts, after the approval of the annual financial reports (all taxes included).

·         Mandating the Board of Administrators to establish, based on the performances realised, the distribution of benefits for the members of the Board of Administrators, the General Director, as well as for the Directors with mandate contract.

 

Art.9. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, the AGM, by secret ballot, elect the external financial auditor PREMIER CLASS AUDIT SRL, registered number J12/2994/2013, CUI 32310697, represented by Cobirzan Sergiu Bogdan, for a mandate from 01.05.2022 to 30.04.2023.

 

Art.10. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the date of 19.07.2022 as the registration date, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017.

 

Art.11. With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Approval of the date of 18.07.2022 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.

 

Art.12 With a total of 80.496.947 votes expressed, representing 84,3069% of the share capital, of which 80.496.947 votes FOR, no votes AGAINST and no ABSTENTIONS, all votes being valid, the AGM decides:

 

Empowerment of Mr Valentin-Norbert TARUS representing “TARUS” – Valentin Norbert TARUS e.U., as President of the Board of Administrators, for signing all the documents issued following the Ordinary General Meeting of Shareholders.

 

           

Chairman of the Board of Administrators,

 

 

TARUS” – Valentin Norbert TARUS e.U.

 

 



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