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Med Life S.A. - M

OGSM resolutions 26 April 2018

Release Date: 4/27/2018 8:21:53 AM

IRIS Code: 68F19

No. 28/26.04.2018

CURRENT REPORT

Current report drafted according to the stipulations of Rule no. 1/2006 and Law no. 24/2017 

Report Date: 26 April 2018

Name of the issuing company:: MED LIFE S.A.

Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania

Fax number: 0374 180 470

Unique Registration Code at the National Office of Trade Registry: 8422035

Order number on the Trade Registry: J40/3709/1996

Subscribed and paid-in share capital: 5,536,270.5 RON

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

Significant events to report:

Resolution of the Ordinary General Meeting of Shareholders of Med Life S.A.

In compliance with the provisions of Law no. 31/1990 on trading companies, Law no. 24/2017 regarding the capital market, of Regulation no. 1 of the Romanian Financial Supervisory Authority on issuers and operations with security, Med Life S.A. informs the investors in regards to:

 

the Resolution of the Ordinary General Meeting of Shareholders of Med Life S.A.

from April 26, 2018 

 

The resolutions are attached to the present current report.

 

Mihail Marcu

Chief Executive Officer

DECISION OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF

MED LIFE S.A.

No. 1 / 26.04.2018

The ordinary general meeting of the shareholders of Med Life S.A. (the "Meeting"), joint stock company governed under unitary system and functioning in accordance with the laws of Romania, with registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st District, registered before the Trade Registry adjoined to the Bucharest Tribunal, under no. J40/3709/1996, sole registration code 8422035, having subscribed and paid share capital in amount of RON 5.536.270,5 (hereinafter the “Company”), legally and statutorily summoned, by virtue of art. 111 and art. 117 par. (1) of Law 31/1990 regarding companies, republished, of art. 92 of Law no. 24/2017 regarding issuers of financial instruments and trade market operations, of other secondary regulations issued in the implementation of the above mentioned dispositions and of art. 10 of the Company’s articles of incorporation, by publishing the summoning notice in Romanian Official Gazette, Part IV no. 1225 / 26.03.2018 and in the newspaper "Bursa", edition dated 26.03.2018, as well as by transmitting the summoning notice to the Bucharest Stock Exchange and towards the Financial Supervisory Authority by current report no. 24 dated 22.03.2018,

Lawfully an statutorily gathered on 26.04.2018, 10:00 hours, during the first summons to the “Iridium” salon within Hotel “Sheraton”, no. 5-7 Calea Dorobanti, 1st District, Bucharest, by representative, as well as by expressing votes by correspondence, of a number of 24 shareholders owning a number of 15,916,440 shares with voting rights, representing 71,87% of the total voting rights, respectively 71,87% of the share capital of the Company.

 DECIDES 

1.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The individual annual financial statements of the Company on 31.12.2017, drafted as per the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company’s financial auditor.

2.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The consolidated annual financial statements at 31.12.2017, drafted as per the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Company’s financial auditor..

3.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 5,828,428 validly expressed votes

approves

The discharge of management for the Board of Directors for the financial year 2017.

4.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The income and expenses budget and the Company’s activity program at individual level for the financial year 2018.

5.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The income and expenses budget and the activity program at consolidated level for the financial year 2018. 

6.    With a total number of 8,883,320 shares for which valid votes were expressed, respectively 8,883,320 voting rights validly expressed, representing 40,11% of the Company’s share capital and 40,11% of the voting rights attached to the shares representing the share capital of the Company, out of which 7,616,129 votes “for” representing 85,74% of the total number of votes validly expressed in the Meeting, 0 votes “against” representing 0% of the total number of votes validly expressed in the Meeting and 1,267,191 “abstains” representing 14,26% of the total number of votes validly expressed in the Meeting

approves

The remuneration of the members of the Board of Directors, subsequent to the entire duration of the ongoing mandates as follows (i) the RON equivalent of the amount of EUR 5,000/month net for each member of the Board of Directors, except for the president and (ii) the RON equivalent of the amount of EUR 7,000/month net for the president of the Board of Directors.

7.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 11,797,120 validly expressed votes

approves

Empowering Mr Mihail Marcu, acting as President of the Board of Directors of the Company to perform the legal formalities required in view of fulfilling the publicity conditions of the decisions adopted by the OGMS from the date of 26.04.2018 or 27.04.2018, as well as granting them the right to delegate to another person the mandate to perform the previously mentioned formalities.

8.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The date of 15.05.2018, as the record date to identify the shareholders onto which the effects of the OGMS decisions shall be binding, as per the applicable law.

The hereby Decision has been drafted and signed in Bucharest, in 4 original counterparts, each having a number of 3 pages, today 26.04.2018.

 

DECISION OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF

MED LIFE S.A.

No. 2 / 26.04.2018

The ordinary general meeting of the shareholders of Med Life S.A. (the "Meeting"), joint stock company governed under unitary system and functioning in accordance with the laws of Romania, with registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st District, registered before the Trade Registry adjoined to the Bucharest Tribunal, under no. J40/3709/1996, sole registration code 8422035, having subscribed and paid share capital in amount of RON 5.536.270,5 (hereinafter the “Company”), legally and statutorily summoned, by virtue of art. 111 and art. 117 par. (1) of Law 31/1990 regarding companies, republished, of art. 92 of Law no. 24/2017 regarding issuers of financial instruments and trade market operations, of other secondary regulations issued in the implementation of the above mentioned dispositions and of art. 10 of the Company’s articles of incorporation, by publishing the summoning notice in Romanian Official Gazette, Part IV no. 1225 / 26.03.2018 and in the newspaper "Bursa", edition from 26.03.2018, as well as by transmitting the summoning notice to the Bucharest Stock Exchange and towards the Financial Supervisory Authority by current report no. 24 dated 22.03.2018,

Lawfully an statutorily gathered on 26.04.2018, 10:00 hours, during the first summons to the “Iridium” salon within Hotel “Sheraton”, no. 5-7 Calea Dorobanti, 1st District, Bucharest, by representative, as well as by expressing votes by correspondence, of a number of 24 shareholders owning a number of 15,916,440 shares with voting rights, representing 71,87% of the total voting rights, respectively 71,87% of the share capital of the Company. 

DECIDES 

1.    With a total number of 15,916,440 shares for which valid votes were expressed, respectively 15,916,440 voting rights validly expressed, representing 71,87% of the Company’s share capital and 71,87% of the voting rights attached to the shares representing the share capital of the Company, out of which 13,338,127 votes “for” representing 83,80% of the total number of votes validly expressed in the Meeting, 2,578,313 votes “against” representing 16,20% of the total number of votes validly expressed in the Meeting and 0 “abstains” representing 0% of the total number of votes validly expressed in the Meeting]

approves

Appointment of Mrs. Ana Maria Mihaescu to occupy the vacant position of member of the Board of directors of the Company. The duration of the chosen director’s mandate shall be equal to the remaining period until the expiry of the mandate subsequent to the vacant position, namely until December 21st, 2020.

2.    With a total number of 11,797,120 shares for which valid votes were expressed, respectively 11,797,120 voting rights validly expressed, representing 53,27% of the Company’s share capital and 53,27% of the voting rights attached to the shares representing the share capital of the Company, out of which 9,218,807 votes “for” representing 78,14% of the total number of votes validly expressed in the Meeting, 2,578,313 votes “against” representing 21,86% of the total number of votes validly expressed in the Meeting and 0 “abstains” representing 0% of the total number of votes validly expressed in the Meeting

approves

Empowering Mr Mihail Marcu, acting as President of the Board of Directors of the Company, to sign, in the name and on behalf of the Company, the management agreement to be concluded by the Company with the chosen director as per point 7 to carry out their activity as member of the board of directors.

3.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 11,797,120 validly expressed votes

Empowering Mr Mihail Marcu, acting as President of the Board of Directors of the Company to perform the legal formalities required in view of fulfilling the publicity conditions of the decisions adopted by the OGMS from the date of 26.04.2018 or 27.04.2018, as well as granting them the right to delegate to another person the mandate to perform the previously mentioned formalities.

4.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

The date of 15.05.2018, as the record date to identify the shareholders onto which the effects of the OGMS decisions shall be binding, as per the applicable law.

The hereby Decision has been drafted and signed in Bucharest, in 4 original counterparts, each having a number of 2 pages, today 26.04.2018.

DECISION OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF

MED LIFE S.A.

No. 3 / 26.04.2018

The ordinary general meeting of the shareholders of Med Life S.A. (the "Meeting"), joint stock company governed under unitary system and functioning in accordance with the laws of Romania, with registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st District, registered before the Trade Registry adjoined to the Bucharest Tribunal, under no. J40/3709/1996, sole registration code 8422035, having subscribed and paid share capital in amount of RON 5.536.270,5 (hereinafter the “Company”), legally and statutorily summoned, by virtue of art. 111 and art. 117 par. (1) of Law 31/1990 regarding companies, republished, of art. 92 of Law no. 24/2017 regarding issuers of financial instruments and trade market operations, of other secondary regulations issued in the implementation of the above mentioned dispositions and of art. 10 of the Company’s articles of incorporation, by publishing the summoning notice in Romanian Official Gazette, Part IV no. 1225 / 26.03.2018 and in the newspaper "Bursa", edition from 26.03.2018, as well as by transmitting the summoning notice to the Bucharest Stock Exchange and towards the Financial Supervisory Authority by current report no. 24 dated 22.03.2018,

Lawfully and statutorily gathered on the date of 26.04.2018, 10:00 hours, during the [first][second] summons to the “Iridium” salon within Hotel “Sheraton”, no. 5-7 Calea Dorobanti, 1st District, Bucharest, by representative, as well as by expressing votes by correspondence, of a number of 15,916,440 shareholders owning a number of 15,916,440 shares with voting rights, representing 71,87% of the total voting rights, respectively 71,87% of the share capital of the Company.

DECIDES 

1.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

Appointment of Deloitte Audit S.R.L., with registered office in Bucharest, no. 4-8 Nicolae Titulescu, 2nd floor – Deloitte area and 3rd floor, 1st district as financial auditor of the Company, to audit the annual individual and consolidated financial statements of the Company subsequent to the financial years concluded on the dates of December 31st, 2018 and 2019. The duration of the financial audit agreement shall be of 2 years.

2.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 11,797,120 validly expressed votes

approves

Empowering Mr Mihail Marcu, acting as President of the Board of Directors of the Company to perform the legal formalities required in view of fulfilling the publicity conditions of the decisions adopted by the OGMS from the date of 26.04.2018 or 27.04.2018, as well as granting them the right to delegate to another person the mandate to perform the previously mentioned formalities.

3.    With unanimity of votes validly expressed in the Meeting, respectively a total number of 15,916,440 validly expressed votes

approves

The date of 15.05.2018, as the record date to identify the shareholders onto which the effects of the OGMS decisions shall be binding, as per the applicable law.

 The hereby Decision has been drafted and signed in Bucharest, in 4 original counterparts, each having a number of 2 pages, today 26.04.2018. 

 



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