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ZENTIVA S.A. - SCD

OGSM resolution & legally insufficient quorum EGSM 15.11.2018

Release Date: 11/15/2018 4:31:48 PM

IRIS Code: 08BE5

 

To:

The Romanian Financial Supervisory Authority

Financial Instruments and Investments Sector

 

The Bucharest Stock Exchange

Regulated Spot Market, Category Standard (Shares)

From:

ZENTIVA S.A. 

 

CURRENT REPORT

pursuant to art. 234 para. (1) letter e) of the Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, as well as the provisions of art. 99 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments

 

Report date:

15 November 2018

Name of the issuing entity:

ZENTIVA S.A. (the “Company”)

Registered office:

50 Therodor Pallady Blvd.

3rd District, Bucharest

Romania

Phone/Fax number:

+4021.304.72.00/ +4021.345.40.04

E-mail/Webpage:

office@zentiva.ro/ www.zentiva.ro 

Registration number with the Bucharest Trade Register and sole registration code:

J40/363/1991

336206

Share Capital:

RON 41,696,115

Number of shares:

416,961,150 shares

Regulated market on which the issued securities are traded:

Bucharest Stock Exchange, Main Segment, Category Standard (Shares)

Important events to be reported:

Resolutions of the ordinary general meeting of shareholders of the Company dated 15 November 2018. Lack of quorum at the extraordinary general meeting of shareholders of the Company.

The Company would like to inform its shareholders and investors that the extraordinary general meeting of shareholders of the Company (“EGMS”) convened for 15 November 2018 (second convening) at the Company’s headquarters starting with 9:00 was not held, due to lack of quorum, as such quorum conditions are set out in the Company’s articles of association.

 

The ordinary general meeting of shareholders of the Company (“OGMS”) convened for 15 November 2018 (second convening) at the Company’s headquarters starting with 10:00 took place, being chaired by Mrs. Simona Cocos, member of the Board of Directors and General Manager (due to the absence of Mr. Lasserre Xavier Pierre Christian, the President of the Company’s Board of Directors). Following the meeting, the shareholders of the Company have decided to:

1.      Approve the establishment of a secondary seat of the Company at the following address: Bucharest, 3rd District, Theodor Pallady 50 Blvd, C15, Administrative building, Second floor. The General Manager of the Company was empowered by the OGMS to carry out all legal formalities in order to implement the decision, including signing on behalf of the Company all the necessary documents in this respect.

2.      Approve the appointment of the following new members in the Company’s Board of Directors:

(i)     Lasserre Xavier Pierre Christian; the mandate of the member of the Company’s Board of Directors is valid until 21 March 2019 and shall produce effects starting with the date of the OGMS, subject to the acceptance of the mandate by the newly appointed member (secret vote); and

(ii)   Blery Carol Jean Noel; the mandate of the member of the Company’s Board of Directors is valid until 21 March 2019 and shall produce effects starting with the date of the OGMS, subject to the acceptance of the mandate by the newly appointed member (secret vote).

The shareholders also acknowledged the termination of the mandates of the following individuals: (i) Christophe Courcelle, following his resignation, on 3 September 2018 (ii) Fouchs Valentin Emmanuelle, following her resignation, on 3 September 2018 and (iii) Massimo Festa, following his resignation, on 15 February 2016, in order to allow the de-registration of the relevant entries from the records held by the Bucharest Trade Registry Office.

3.      Approve, in accordance with Article 86 paragraph (1) of Law 24/2017 on issuers of financial instruments and market operations, 3 December 2018 as the Registration Date.

4.      Approve, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, 29 November 2018 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018.

As they are not applicable to this OGMS, the shareholders did not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as date of the guaranteed participation and the payment date.

Simona Cocos

General Manager

 



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