CURRENT REPORT
Report date: 23.03.2023
Name of the issuing entity: Antibiotice SA
Registered office: Iasi, 1 Valea Lupului St., postal code 707410 http://www.antibiotice.ro
E-mail: relatiicuinvestitorii@antibiotice.ro
Phone/fax: 0232 209000 / 0372 065 633
Unique registration code at the Trade Registry Office: RO1973096
Trade Register Registration Number: J22/285/1991
Subscribed and paid-up capital: 67,133,804 lei
Regulated market on which the issued securities are traded: Bucharest Stock Exchange
Number of shares: 671,338,040
Number of votes: 671,338,040
The main characteristics of the securities issued by the trading company: registered shares, nominal value: 0.10 lei.
Important event to be reported:
CONVOCATION
of the Ordinary General Meeting of Shareholders
The Management Board of“Antibiotice” S.A. met in the meeting of 23.03.2023 under the art. 234, A, para. (1) a) of the A.S.F. Regulation no. 5/2018, art. 117 of Law no. 31/ 1990 and art.16 of the company’s Articles of Incorporation convenes the Ordinary General Meeting of Shareholders, on 27.04.2023, at 10:00 a.m., at the company headquarters in Iasi, 1 Valea Lupului St., with the following agenda:
Ordinary General Meeting of Shareholders
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1.
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Approval of the company's Financial Statements for the financial year 2022, based on the Management Report and Financial Auditor's Report.
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2.
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Approval of distribution of 2022 net profit, setting of the gross dividend per share and setting the date of 02.10.2023 as the date of payment.
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3.
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Ascertainment that the Legal Auditing Contract no. 1/20.03.2020 concluded with Accounting, Expertise & Accounting Consultancy Company - SOCECC Ltd. expired on 09.04.2023.
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4.
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Appointment of the financial auditor and setting of the duration of the financial audit contract.
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5.
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Approval of the registration of unclaimed and uncollected dividends for financial year 2018 as income.
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6.
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Approval of the degree in which the non-executive administrators achieved the 2022 performance indicators.
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7.
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Approval of the degree in which the executive administrator/general director achieved the 2022 performance indicators.
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8.
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Approval of the discharge from administration for the activity carried out in the financial year 2022, based on the submitted reports.
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9.
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Approval of the updated 2020-2024 Administration Plan.
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10.
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Approval of the 2023 performance indicators for the non-executive administrators and executive administrator/ general director.
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11.
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Approval of the additional documents to the mandate contracts of the non-executive administrators and executive administrator/general director, including the performance indicators for 2023.
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12.
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Approval of the remuneration report in accordance with Art. 107 para. (6) from Law 24/2017 on issuers of financial instruments and market operations.
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13.
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Approval of the remuneration of the Management Board members established according to the provisions of GEO no. 109/2011 on the corporate governance of public enterprises and GD no. 722/2016 approving the Methodological Norms for the application of some provisions of the Government Emergency Ordinance no. 109/2011 on the corporate governance of public enterprises.
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14.
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Approval of the date of 13.09.2023 as the registration date for identifying the shareholders on whom the effects of the adopted decisions are reflected, in accordance with the provisions of art. 86, para. 1 of Law 24/2017 on issuers of financial instruments and market operations, and setting the date of 12.09.2023 as the ex-date.
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The shareholders registered on the reference date can exercise their right to participate and vote in the General Meetings, directly, by correspondence or through a representative having a special or general power of attorney, according to art. 105, para. 7 of Law 24/2017 on issuers of financial instruments and market operations. The shareholders' access is based on the identity Card, the special and general Power of Attorney, the authenticated special Power of Attorney or the Mandate, in the case of legal representatives.
The original voting form by mail, together with the copy of the identity card in the case of natural person shareholders, respectively the ascertaining certificate or any other document attesting the capacity of legal representative in the case of legal person shareholders or an account statement, will be sent to the company until 25.04.2023, at 10:00 a.m..
In accordance with the art. 105 para. (233) of Law no. 24/2017 on the issuers of financial instruments and market operations and by applying the provisions of para. (231), the "abstention" position adopted by a shareholder regarding the items on the agenda of the General Meeting of Shareholders does not represent an expressed vote.
Starting with 27.03.2023, the forms for special or general powers of attorney, the voting form by mail, in Romanian and in English, the draft resolutions, as well as the materials and documents that will be the subject of the deliberations can be obtained from the company headquarters (Relations with Investors – phone: 0232.209.570 / 0372.065.583, fax: 0372.065.633, e-mail: relatiicuinvestitorii@antibiotice.ro) and from the company website (https://www.antibiotice.ro/en/investors/financial-information/archive-of-the-general-meeting-of-shareholders/OGSM27/28.04.2023).
Until 25.04.2023, 10:00 a.m., special or general powers of attorney in Romanian or English shall be submitted in original, accompanied by a copy of the identity document or the registration certificate of the represented shareholder, at the company's headquarters or sent by e-mail with an extended electronic signature. In case a shareholder mandates a credit institution that provides custody services to participate and vote in the general meetings, only the original special power of attorney accompanied by an original affidavit issued by the the credit institution are required (according to Art. 207 of Regulation 5/2018 on issuers of financial instruments and market operations).
One or more shareholders representing, individually or together, at least 5% of the share capital has/have the right:
a) to introduce items on the agenda of the General Meeting of Shareholders, provided that each item is accompanied by a justification or by a draft resolution proposed to be adopted by the General Meeting of Shareholders;
b) to present draft resolutions for the items included or proposed to be included on the agenda of the General Meeting of Shareholders.
The rights specified under the letters a and b can only be exercised in writing, the formulated proposals to be sent by courier services or by electronic means. Shareholders can exercise the rights specified under the letters a and b within 15 days from the date of publication of the Convening Notice in the Official Gazette of Romania.
The company's shareholders can ask questions regarding the items on the agenda of the General Meeting until 27.04.2023, 10:00 a.m, at the address: relatiicuinvestitorii@antibiotice.ro.
In all the above cases, with the exception of the special or general power of attorney granted by a shareholder to a credit institution which provides custody services, the legal entity shareholders prove their legal representative status, with the legal representative's identity card together with an ascertaining certificate issued by the Trade register, or any other document issued by a competent authority in the State where the shareholder is legally registered, which certifies the capacity of legal representative. The documents will be presented in original or in copy conforming to the original. The ascertaining certificate or the equivalent document attesting the legal representative capacity of the legal entity shareholder will be issued no later than 30 days before the date of publication of the Convening Notice of the General Meeting of Shareholders. These documents certifying the capacity of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation in Romanian or in English made by an authorized translator, without being legalized or apostilled [Art. 194 of Regulation 5/2018 on issuers of financial instruments and market operations).
In accordance with Art. 198 and art. 199 of Regulation 5/2018 on issuers of financial instruments and market operations, in the case of shareholders who ask questions or make proposals to complete the agenda, they can attest their identity also by submitting the account statement which proves the shareholder status as well as the number of shares held, issued by the central depository or, as the case may be, by the indirect participants who provide custody services (according to art. 146 paragraph 41 of Law no. 297/2004).
More detailed information on shareholders' rights can be consulted on the company's website (www.antibiotice.ro).
In case of failure to meet the statutory quorum for the validity of the deliberations at the first convocation, the General Meeting of Shareholders is rescheduled on 28.04.2023, at 10:00 a.m., at the same address and with the same agenda.
At this General Meeting of Shareholders, all the shareholders registered in the Register of Shareholders at the end of 13.04.2023, established as a reference date.
President of the Management Board,
Lucian TIMOFTICIUC