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ANTIBIOTICE S.A. - ATB

OGSM & EGSM resolutions 05/20/2020

Release Date: 5/20/2020 2:03:00 PM

IRIS Code: 6C2D2

 

 

Report date: 20.05.2020

Name of issuing trading company: Antibiotice SA

Headquarters: Iasi, str. Valea Lupului nr. 1, zip code 707410

Website:http://www.antibiotice.ro

E-mail: relatiicuinvestitorii@antibiotice.ro

Telephone/fax no.: 0232 209000 / 0232 209633

Unique registration code with the Trade Register Office: RO1973096

No. in the Trade Register: J22/285/1991

Subscribed and paid-up capital: 67,133,804.00 RON

The regulated market trading the securities issued: Bucharest Stock Exchange

Number of shares: 671,338,040

Number of votes: 671,338,040

Type of securities issued by the company: nominative shares, nominal value: 0.10 lei

 

 

Important event to report

 

 

 

DECISIONS

of the Ordinary and Extraordinary General Meetings of Shareholders

 

 

The Ordinary and Extraordinary General Meetings of Shareholders of Antibiotice S.A. Iasi, a trading company established and operating in accordance with the Romanian law, registered with the Trade Register Office attached to the Iasi Court under the number J22/285/1991, unique registration code RO1973096, with the registered office in 1 Valea Lupului St., Iasi, Romania, having a subscribed and paid up share capital amounting to 67,133,804 LEI divided in 671,338,040 nominative shares, with the nominal value of 0,10 LEI each,

 

convened by the announcement published in the Official Gazette of Romania, Part IV, no. 1385 and Evenimentul Newspaper no. 8836 of 13.04.2020,

 

 

according to the provisions of Law no. 31/1990 on trading companies, republished, with the subsequent amendments and completions, Law no. 24/2017 and CNVM regulations, Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations, Disposal of measures no. 26/20.12.2012, Law no. 111/2016 for the approval of the Government Emergency Ordinance no. 109/2011 on corporate governance of public enterprises and provisions of the company’s Articles of Association,

 

 

held on 20.05.2020, at 10:00 a.m. (the Ordinary Meeting), and 11:00 a.m. (the Extraordinary Meeting), at the company headquarters in Iasi, 1 Valea Lupului St, on the first call, in the presence of shareholders representing 72.6610% of the share capital value, id est 100% of the total number of voting rights,

 

 

  

DECIDE:

 

 

I.             Ordinary General Meeting of Shareholders

 

Decision no.1: With the vote of the shareholders representing 72.6607 % of the share capital value and 100% of the total votes cast, pursuant to art. 28 para. 7 and art. 29 para. 14 of the GEO. no. 109/2011 on the corporate governance of public enterprises, the OGMS approves the renewal of the executive administrator mandate of Mr. Ioan Nani for the period 01.06.2020 – 18.04.2024 as well as signing of the Addendum to the Mandate Contract no. 3186 P of 09.04.2020.

 

 

Decision no.2: With the vote of the shareholders representing 72.6610% of the share capital value and 100% of the total votes cast, OGMS approves to postpone a decision on this agenda item until the evaluation of each Antibiotice administrator’s activity will have been completed.

 

 

Decision no.3: With the vote of the shareholders representing 53.6964% of the share capital value and 73.9000% of the total votes cast, pursuant to art. 641 of GEO no. 109/2011 on the corporate governance of public enterprises, the OGMS approves  the appointment of Mr. Lucian Timofticiuc as an interim administrator for a 4-month period, with the possibility of extension for up to 6 months for good reasons, as well as the signing of the mandate contract.

 

Decision no.4: With the vote of the shareholders representing 72.6610% of the share capital value and 100% of the total votes cast, pursuant to art. 641 and art. 644 of GEO no. 109/2011 on the corporate governance of public enterprises and art. 4 of Annex no. 1 to GD no. 722/2016 for 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, the OGMS approves the initiation of the selection procedure for an administrator position that has become vacant following the resignation of Mr. Cristian Vasile GRASU. OGMS also empowers the Management Board to start the selection procedures established by art. 29 para. 2 of GEO no. 109/2011 on the corporate governance of public enterprises.

 

 

II.            Extraordinary General Meeting of Shareholders

 

 

Decision no.1: With the vote of the shareholders representing 72.6610% of the share capital value and 100% of the total votes cast, the EGMS approves the modification of the company’s Articles of Association by completing the company’s object of activity with a new secondary activity, id est the one specified by the NACE code 2020 “Manufacture of pesticides and other agrochemical products”.

 

These decisions are signed today, 20.05.2020, at the company headquarters, in 2 original copies.

 

 

 

Vice President of the Management Board,

Ec. Ioan NANI

 

 

Representative of the Public Tutelary Authority - Ministry of Health

Ms. Mihaela VLADA

 



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