Market News

ROPHARMA SA - RPH

OGSM & EGSM resolutions 28.04.2022

Release Date: 4/28/2022 6:21:24 PM

IRIS Code: D192D

Current report persuant to FSA Regulation no. 5/2018

Report date: 28.04.2022

Name of the issuing company: Ropharma SA

Headquarters: Brasov, 55 Iuliu Maniu St, Brasov

Sole Registration Code: 1962437 cu atribut RO

Registration number in the Companies’ Register: J08/2886/2007

Subscribed and paid capital: 51.126.741,3 lei

Regulated market: BVB, Standard Category

Important event to be reported

ROPHARMA informs the investors that the Ordinary General Meeting and the Extraordinary General Meeting of the Shareholders met on April 28, 2022, 11.00 hours and 13.00 hours, during which voted a number of 13 shareholders who own, at the reference date 19.04.2022, a number of 415.773.031 shares with voting rights, representing 81,3129% of the voting rights and share capital.

The convening of the OGM and EGM was published in the Official Gazette of Romania, Part 4 no. 1249 from March 25, 2022 and in “Bursa” newspaper no. 58 from March 25, 2022.

Ordinary General Meeting of the Shareholders adopted the following decisions:

1. Approves with majority of votes the individual financial statements of the Company, relating to the fiscal year 2021, based on the reports submitted by the Board of Administrators and by the financial auditor. (Votes FOR: 371.778.496, AGAINST:0, ABSTAIN:43.994.535)

2. Approves with majority of votes that the net profit in amount of 6.685.979,81 lei to be distributed as follows:

- Loses related to equity instruments: 184.573 lei

- Legal reserve: 361.985 lei

- Other reserves: 6.139.421,81 lei.

(Votes FOR: 371.7738.496, AGAINST: 0, ABSTAIN: 43.994.535)

3. Approves with majority of votes the consolidated financial statements, relating to the fiscal year 2021, of the Company and of its affiliates: ROPHARMA LOGISTIC S.A., AESCULAP PROD S.R.L., ICS EUROFARMACO S.A., and TEO HEALTH S.A. (Votes FOR: 371.778.496, AGAINST: 0, ABSTAIN: 43.994.535)

4. Unanimously approves the Income and Expenses Budget of the Company for 2022. (Votes FOR: 415.773.031, AGAINST:0, ABSTAIN: 0)

5. Unanimously approves the Investment Budget for 2022 in amount of 11.745.050 lei. (Votes FOR: 415.773.031, AGAINST:0, ABSTAIN: 0)

6. Approves with majority of votes the discharge of management of the Board of Administrators. (Votes FOR: 322.692.138, AGAINST: 0, ABSTAIN: 93.080.893)

7. Approves with majority of votes the ratification of the documents and actions of the members of the Board of Administrators and of the executive leadership of the Company, regarding year 2021. (Votes FOR: 322.692.138, AGAINST: 0, ABSTAIN: 93.080.893)

8. Approves with majority of votes the remuneration report of the company managers for the year 2021, according to art. 107 of Law no. 24/2017. (Votes FOR: 371.778.496, AGAINST: 0, ABSTAIN: 43.994.535)

9. Appoints with majority of votes the following persons to attend the General Assemblies of the Shareholders of the companies where Ropharma has ownership, as well as the appointment of competences to this end:

- Mr. Alin Constantin Radasanu for TEO HEALTH S.A.,

- Mr. Ovidiu Ioan Nut for ROPHARMA LOGISTIC S.A.

- Mr. Mihai Miron for I.C.S. EUROFARMACO S.A.;

- Mr. Doru Vasile Victor Darabus for AESCULAP PROD S.R.L.;

(Votes FOR: 371.778.496, AGAINST: 0, ABSTAIN: 43.994.535)

10. Approves with majority of votes the postponement of the election of the external financial auditor for a later date.

(Votes FOR: 371.778.496, AGAINST: 0, ABSTAIN: 43.994.535)

11. Approves with majority of votes the extension of the following members of the Board of directors’ mandate, for a period of 1 year: Mihai Miron, Florentina Miron, Alin Constantin Radasanu, Doru Vasile Victor Darabus, Consultinvest Pharm SRL represented by Mihai Bratescu, United Ropharma SRL represented by Danut Marian Ene and Monovia Pharm SRL represented by Ovidiu Ioan Nut.

Establishes the gross remuneration at 9.600 lei/month.

Empowers Mr. Mihai Miron to sign the addendum to the contracts of administration for Florentina Miron, Alin Constantin Radasanu, Doru Vasile Victor Darabus, Consultinvest Pharm SRL represented by Mihai Bratescu, United Ropharma SRL represented by Danut Marian Ene and Monovia Pharm SRL represented by Ovidiu Ioan Nut and Mr. Danut Marian Ene to sign the addendum to the contracts of administration for Mr. Mihai Miron.

12. (Votes FOR: 371.778.496, AGAINST: 0, ABSTAIN: 43.994.535)

13. Unanimously approves the date of May 20, 2022 as registration date, according to FSA Regulation nr. 5/2018. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

14. Unanimously approves the date of May 19, 2022 as ex-date, according to FSA Regulation nr. 5/2018. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

15. Empowers Mr. Mihai Bratescu who will fulfill the publicity and registration formalities regarding the General Assembly of Shareholder’s Decisions. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

Extraordinary General Meeting of the Shareholders adopted the following decisions:

1. Unanimously approves the delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS’s Decision in the Romania’s Official Journal, 4^th part, of the competence to purchase or to sell real estates, within the value limit of maximum 20% of the total value of the fixed assets, not including the fixed receivables. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

2. Unanimously approves the delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS’s Decision in the Romania’s Official Journal, 4^th part, of the attributions set forth by article 14, item 6, letters b), c) and d) of the Company’s Articles of Incorporation, regarding the moving of the Company’s headquarters, the change of the secondary object of activity and the establishment or the termination of secondary headquarters. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

3. Unanimously approves the delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS’s Decision in the Romania’s Official Journal, 4^th part, of the attributions of subscription and payment to the share capital of the existing or future affiliates. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

4. Unanimously approves the delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS’s Decision in the Romania’s Official Journal, 4^th part, of the possibility to appoint or revoke administrators and to open or close secondary headquarters in the companies within Ropharma holds a stake. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

5. Unanimously approves the delegation to the Board of Administrators, for a 12-month period as of the publication of the EGMS’s Decision in the Romania’s Official Journal, 4^th part, of the attribution to acquire or sale goodwill – pharmacy licenses and/or shares/social parts at companies and empower the Board of Administrators to negotiate the price and signing the agreements. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

6. Unanimously approves the ratification of the Decision of the Board of Administration no. 6/22.03.2022 regarding the approval on the increase of the amount of the current credit granted on the grounds of the Credit Agreement no. 05310 of 24.08.2005 from 10,800,000 EUR to 10,900,000 EUR contracted by Ropharma SA as a borrower, co-debtor or guarantor with the companies Teo Health S.A., Ropharma Logistic S.A., Bioef SRL si Aesculap Prod S.R.L., from ING Bank NV Amsterdam Branch Bucharest, as well as securing this credit with the existing collaterals that can be extended, maintained or renewed. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

7. Approves with majority of votes the date of May 20, 2022 as registration date, according to FSA Regulation nr. 5/2018. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

8. Approves with majority of votes the date of May 19, 2022 as ex-date, according to FSA Regulation nr. 5/2018. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

9. Empowers Mr. Mihai Bratescu who will fulfill the publicity and registration formalities regarding the General Assembly of Shareholder’s Decisions. (Votes FOR: 415.773.031, AGAINST: 0, ABSTAIN: 0)

CEO

Dr. pharm. Mihai MIRON

RPH_20220428180047_Raport-curent-AGOA-AGEA-28042022-rom.pdf
RPH_20220428180047_Raport-curent-AGOA-AGEA-28042022-eng.pdf

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