Report date: 11.08.2022
Name of issuing company: Antibiotice SA
Headquarters: Iasi, str. Valea Lupului nr. 1, zip code 707410
Telephone/fax no. : 0232 209000 / 0232 209633
Unique registration code in 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
Main characteristics of the securities issued by the company: nominative shares, nominal value: 0.10 lei
Important event to report:
The Ordinary and Extraordinary General Meeting of Shareholders
I. The Management Board of the trading company “Antibiotice” S.A. met on 11.08.2022 convened the Ordinary General Meeting of Shareholders on 15.09.2022, 10:00 a.m., at the company headquarters, with the following agenda:
1. Approval of the company’s financial statements for the first semester of 2022, based on the Management Report and Financial Auditor's Report.
II. The Management Board of the trading company “Antibiotice” S.A. met on 11.08.2022 convened the Extraordinary General Meeting of Shareholders on 15.09.2022, 12:00 a.m., at the company headquarters, with the following agenda:
1. Renewal of the authorization of Mr. Ioan NANI, as the General Director, to sign individually on behalf of the company any additional act to the credit agreements in force, movable and/or real estate mortgage agreements and related additional acts, use/reimbursement applications, applications for issuance of letters of guarantee and opening letters of credit in relation to UniCredit Bank S.A.
2. Approval of the Antibiotice's participation in the establishment of the Academia a+ Foundation as a founding member and empowering Mr. Ioan NANI, in his capacity of General Director, to sign on behalf of Antibiotice S.A. the Foundation's statute and any other documents required for its establishment.
The shareholders registered at the reference date can exercise their right to attend and vote at general meetings directly, by mail or by a representative with special or general power of Attorney, according to the article 105, paragraph 7 of Law 24/2017 on issuers of financial instruments and market operations. The access of shareholders is allowed based on the identity card, special or general Power of Attorney, Special Attorney authenticated or mandate, for the legal representatives.
The original vote by mail form together with a copy of the identity card for the individual shareholders or any document attesting the capacity of legal representative for the corporate shareholders or statement of accounts shall be sent to the company headquarters until 13.09.2022, 10:00 a.m.;
Starting with 12.08.2022, the special or general powers of attorney, mail voting form in Romanian and in English, decisions draft, as well as the materials and documents which will be the subject of deliberations can be obtained from the company’s headquarters (Investor Relations – phone: 0232.209.570 / 0372.065.583, fax: 0372.065.633, e-mail: email@example.com) and on our company website (www.antibiotice.ro/Investitors / Shareholders Information / GMS 15/16.09.2022).
Until 13.09.2022, 10 a.m., for The Ordinary General Meeting of Shareholders and respectively 13.09.2022, 12 a.m., for The Extraordinary General Meeting of Shareholders, the special or general powers of attorney in English and Romanian shall be submitted in original form, together with a copy of the identity card or registration certificate of the shareholder represented, at the company’s headquarters or sent via e-mail, with extended electronic signature. In the event that a shareholder mandates a credit institution which provides custody services, to attend and vote in the general meetings, only the original special power of attorney is needed accompanied by an original affidavit issued by the credit institution (according to the article 207 of the ASF Regulations no. 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 are entitled to introduce new items on the agenda of the general meetings and submit decision drafts for those items, until 26.08.2022, 4 p.m.
The company's shareholders can ask questions on the items of the agenda of the General Meeting from 12.08.2022 until 15.09.2022, 10 a.m. (firstname.lastname@example.org).
In all the above cases, with the exception of the special or general proxy given by a shareholder to a credit institution which provides custody services, the shareholders - legal entities prove the legal representative status with the identity card of the legal representative 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 submitted in original or in certified true copies. 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 a legal representative drawn up in a foreign language, other than English, will be accompanied by a translation made by an authorized translator in Romanian or English language, without being legalized or apostilled [Art. 194 of the ASF Regulations no. 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 also certify their identity with the account statement showing their shareholder status as well as the number of shares held, issued by the Depozitarul Central 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 information on the rights of the shareholders will be available on the company website (www.antibiotice.ro).
In case of non-fulfillment of the statutory quorum for the validity of the deliberations at the first convocation, the Ordinary and Extraordinary Meeting shall be rescheduled for the date of 16.09.2022, at 10:00 a.m. repectively 12:00 a.m., at the same address and the same agenda.
At this General Meeting of Shareholders, all the shareholders registered in the Shareholder Register by the end of 05.09.2022, established as reference date are entitled to attend and vote.
President of the Management Board,