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FARMACEUTICA REMEDIA SA - RMAH

OGSM & EGSM resolutions - 15.04.2021

Release Date: 4/15/2021 4:51:46 PM

IRIS Code: 9070A

                                                 

 Current report

according to ASF Regulation no. 5/2018

Report date:

15.04.2021

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 10,608,980

Regulated market:

Bucharest Stock Exchange, Standard Cathegory

 

Important events to report:

 

 

Dear investors,

 

We hereby present the DECISION NO. 77 of the Ordinary General Meeting and the DECISION NO. 78 of the Extraordinary General Meeting of Shareholders of the trading company Farmaceutica REMEDIA S.A. as of April 15th, 2021

 

DECISION NO.  77 of April 15th 2021

of the Ordinary General Meeting of Shareholders

 

 

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

 

 

 

Adopted today, April 15th, 2021, at the secondary headquarters of the company in BUCHAREST, 77 Metalurgiei Blvd., sector 4. Following the debate on the agenda, the Ordinary General Meeting of the Shareholders decides, with the vote of present and represented shareholders (75,8772 % from the share capital), the following:

 

Art.1. By unanimous vote of the shareholders present at the meeting, OGMS approves the audited unconsolidated and consolidated financial statements for 2020, based on the reports submitted by the Chairman of the Board of Administrators and by the financial auditor, having the following representative
data
:

 

Indicator

Values registered
on December 31th
2020 (LEI)

Values registered
on December 31th
2020 (LEI)

 

unconsolidated

consolidated

Net turnover

63.833.250

441.478.105

Operating revenues – TOTAL

103.805.113

482.803.508

Operating costs - TOTAL

72.200.323

439.940.926

Financial revenues - TOTAL

1.017.644

312.150

Financial costs - TOTAL

5.911

406.117

TOTAL REVENUES

104.822.756

483.115.658

TOTAL COSTS

72.206.234

440.347.042

Tax

4.380.073

4.997.042

NET PROFIT

28.236.449

37.771.574

Non-current assets- TOTAL

48.725.139

40.256.854

Current assets - TOTAL

29.376.485

202.969.618

TOTAL ASSETS

79.091.681

244.463.046

Equity

73.672.543

79.830.650

TOTAL long-term liabilities

2.246.739

2.246.739

TOTAL short-term liabilities

3.172.399

162.385.658

TOTAL EQUITY AND LIABILITIES

79.091.681

244.463.046

 

 

Art.2. By unanimous vote, OGMS approves the discharge of tasks of administrators for 2020;

 

 

Art. 3. By unanimous vote, OGMS approves the unconsolidated and consolidated revenue and expenditure budget for 2021, having the following
representative data:

 

Indicator

Value (LEI)

Value (LEI)

 

unconsolidated

consolidated

TOTAL REVENUES, from which:

13.993.078

516.623.247

Net revenues from sale of merchandise

9.796.893

513.429.062

Other revenues

2.673.983

3.171.983

Financial revenues

1.522.202

22.202

TOTAL COSTS, from which:

12.249.928

511.581.340

Net cost of sold merchandise

7.556.109

476.990.606

Other costs

4.564.297

32.925.212

Amortization & provisions

129.521

1.665.522

GROSS PROFIT

1.743.150

5.041.907

 

 

Art.4. By unanimous vote, OGMS approves the investment programme for 2021 having the proposed investment value of LEI 7.021.500.

 

Art.5. By unanimous vote, OGMS approves the Board of Administrators proposal of destination distribution of the net profit achieved in fiscal year 2020, as follows:

 

DESTINATION

AMOUNT

(Lei)

Dividends from the profit for 2020

14.277.108

Legal reserves

   365.419

Other reserves

   13.093.922

Undistributed profit

500.000

TOTAL DISTRIBUTED NET PROFIT 2020

 

28.236.449

 

Art.6. OGMS approves:

a) By unanimous vote, the gross dividend per share is established at LEI 0,15;

b) By unanimous vote, 02.06.2021 is established as date of payment, in compliance with the provisions of Art. 86 (2) of Law No. 24/2017 and Art. 178 (2) from the F.S.A. Regulation No. 5/2018;

c) By unanimous vote, the period of 3 (three) years starting on the date of the Ordinary General Meeting of Shareholders is established as the period during which the dividends are made available to the shareholders;

d) By unanimous vote, empowering of the Board of Administrators to select the payment agent and establishing of the distribution of the dividends, in accordance with the legal provisions in force.

e) By unanimous vote, the costs of distribution of dividends will be paid by Farmaceutica REMEDIA S.A.

 

Art.7. By secret vote, OGMS approves the appointment of a new Board of
Administrators for Farmaceutica REMEDIA S.A. made up of 3
administrators
for 2 (two) years term, respectively from 01.05.2021 until
30.04.2023, as follows:

1. President of the Board of Administrators: TARUS” – Valentin Norbert TARUS e.U. – registered in Austria, Handelsgericht Wien – FN 349134 represented by Mr Valentin-Norbert TARUS, fully empowered for administration and representation;

2. Member of the Board of Administrators: SC NIPA STEUERBERATUNG SRL - Romanian legal entity, registered at Trade register Cluj with no. J12 / 1761/2021, CUI 44077928, represented by Mr. Adrian Marcel PARVU, fully empowered for administration and representation;

3. Member of the Board of Administrators, Elena CODREAN, fully empowered for administration and representation;

 

Art.8. By unanimous vote, OGMS approves:

·         The Remuneration Policy of the society Farmaceutica REMEDIA S.A. and of the own company Farmaceutica REMEDIA Distribution & Logistics S.R.L

·         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 01.05.2021 – 30.04.2022, 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. By unanimous vote, OGMS approves the external financial auditor „INTERAUDIT SRL, CIF: RO18853345, J40/11511/2006, represented by Ms Carmela Bobocea, for the period 01.05.2021 la 30.04.2022.

 

Art.10. By unanimous vote, OGMS approves 18.05.2021 as the registration date.

 

Art.11. By unanimous vote, OGMS approves 17.05.2021 as ex date.

 

Art.12 By unanimous vote, OGMS approves the 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.

 

 

DECISION NO.  78 of April 15th 2021

of the Extraordinary General Meeting of Shareholders

Farmaceutica REMEDIA S.A.

J20/700/1991, CUI RO 2115198

 

Adopted today, 15.04.2021 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 Extraordinary General Meeting of Shareholders decides, with the vote of the shareholders present and represented holding a number of 80.497.990 voting shares, representing 75,8772 % of the total number of voting shares in the share capital of Farmaceutica REMEDIA SA (total voting shares 106,089,800 representing 100% of the share capital of Farmaceutica REMEDIA S.A.), the following:

 

Art. 1. Empowerment of the Board of Administrators to explore and identify opportunities and negotiate with eligible entities, natural or legal persons, in the following directions:

a)   entry into the shareholding of Farmaceutica REMEDIA S.A. by increasing the share capital in cash and / or contribution in kind;

b)   mergers;

c)   taking over assets and / or goodwill;

d)   purchase of shares and / or shares issued by third parties;

e)   hiring specialized evaluators to carry out the operations mentioned under the points a), b), c), d)

the approval by the Board of Administrators of projects and substantiated proposals to achieve the above directions, to be presented to the EGMS, in order to be approved.

 

Art. 2. Introduction in the Articles of Association of Farmaceutica REMEDIA SA of art ”6.1 (1) The share capital of the Company is 9.548.082 lei, fully subscribed and paid, out of which 35.190,70 lei contribution in kind”.

 

Art. 3. Approval of the extension by additional 12 months period of use and validity of the credit agreements concluded with Banca Transilvania, in the amount of 53.600.000 lei and the increase up to 80.000.000 lei, with the approval of the establishment of guarantees (receivables, stocks, real estate, blank promissory notes / sureties) up to the limit requested by the bank, exceeding the limit of 20% of the total fixed assets, less receivables.

 

Art. 4. Approval of contracting new credit in the maximum amount of 25.000.000 lei, for a period of up to 60 months for non-cash facilities and 12 months for cash facilities, with the establishment of guarantees (receivables, stocks, real estate, blank promissory notes / sureties) up to the limit requested by the bank, exceeding the limit of 20% of the total fixed assets, less receivables

 

Art. 5. Empowerment of Ms. Elena Codrean, member of the Board of Administrators of Farmaceutica REMEDIA SA for signing the credit / mortgage contract / contracts with the selected bank / banks and any other documents requested by the bank / banks / notary, necessary for concluding and carrying out credit agreement (s)

 

Art. 6. Approval of the date of 18.05.2021 as the registration date, in compliance with the provisions of Art. 86 (1) of Law No. 24/2017.

 

Art. 7. Approval of the date of 17.05.2021 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.

 

Art. 8. 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.

 

           

Chairman of the Board of Administrators,

 

 

TARUS” – Valentin Norbert TARUS e.U.

 

 



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