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Zentiva S.A.

AGM Information Apr 29, 2024

2332_iss_2024-04-29_6706d663-8090-4e13-bca3-86dcab7cbd23.pdf

AGM Information

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To: The Romanian Financial Supervisory Authority
Financial Instruments and Investments Sector
The Bucharest Stock Exchange
Regulated Spot Market, Category Standard (Shares)
From: ZENTIVA SA

CURRENT REPORT

pursuant to the provisions of Law no. 24/2017 on issuers of financial instruments and market operations, as amended, as well as pursuant to the provisions of Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations

Report date: 29 APRIL 2024
Name of the issuing entity: ZENTIVA SA (the "Company")
Registered office: 50 Theodor Pallady Blvd.
rd District, Bucharest
3
Romania
Phone/Fax number: +4021.304.72.00/ +4021.345.40.04
Webpage: www.zentiva.ro
Registration
number
with
the
Bucharest Trade Register and sole
registration code:
J40/363/1991
336206
Share Capital: RON 69,701,704
Number of shares: 697,017,040 shares
Regulated market on which the issued
securities are traded:
Bucharest Stock Exchange, Main Segment, Category
Standard (Shares)

Important events to be reported:

Resolution of the ordinary general meeting of the shareholders of the Company, dated 29 April 2024

The Company would like to inform its shareholders and investors that the ordinary general meeting of the shareholders of the Company ("OGMS") convened for 29 April 2024 (first convening) at the Company's headquarters starting with 09:30 a.m., took place, being chaired by Mrs. Simona Cocoș, in her capacity as Chairman of the Board of Directors and as General Manager of the Company.

Following the OGMS, the shareholders of the Company have decided as follows:

    1. Approval of the annual financial statements prepared for the financial year ended 31 December 2023, together with the Directors' Annual Report and the Independent Auditor's Report.
    1. Approval of the income and expenses budget for the financial year 2024.
    1. Approval of the allocation of the Company's net profit for the financial year ended 31 December 2023, determined in accordance with the applicable law, to the reported result in the 117 "Reported result" accounting account, being at the Company's disposal until a further decision.
    1. Approval of the discharge of liability of the members of the Board of Directors for the financial year 2023.
    1. Establishing the remuneration for the members of the Board of Directors for the financial year 2024 at a maximum aggregate limit of RON 2,666,333.
    1. Approval of the Remuneration report for the management of the Company for the financial year ended 31 December 2023.
    1. The appointment of Mrs. Andreea-Elena Manta as member of the audit committee of the Company, qualified as financial auditor, as this position is currently held by Mrs. Andreea-Elena Manta as a provisional member of the audit committee of the Company. The mandate of the new member of the audit committee will be valid until 21 March 2027, inclusively.

For the avoidance of doubts, this item 7 on the agenda also implies the confirmation and ratification of the appointment of Mrs. Andreea-Elena Manta as a member of the audit committee of the Company, as well as of the conclusion of the service agreement with her, retroactively from the date of her provisional appointment by the Board of Directors of the Company, as of 19 December 2023. This confirmation and ratification shall validate the acts and decisions taken by Mrs. Andreea-Elena Manta, in her capacity as audit committee member, up to this date.

    1. Approval of 20 May 2024 as registration date, identifying the shareholders which will benefit from the effects of the resolutions adopted by the OGMS, in accordance with the provisions of art. 87 para. (1) of Law no. 24/2017 and the date of 17 May 2024 as "ex-date", computed in accordance with the provisions of art. 2 para. (2) letter (l) of Regulation 5/2018.
    1. Authorisation of the Board of Directors and/or of any member of the Board of Directors and/or of the Company's General Manager, with the right to sub-delegate, in the name and on behalf of the Company, with full power and authority, to execute any documents, including the resolutions of the OGMS of the Company, to file, to request the publication of the resolutions in Part IV of the Official Gazette of Romania, to pick up any documents, as well as to fulfil any necessary formalities in front of the Trade Registry Office, as well as in front of any other authority, public institution, legal entities and individuals, as well as to carry out any acts for implementing and ensuring the opposability of the resolutions which will be adopted by the OGMS.

The OGMS resolution can be accessed on the Company's website, at the following link: https://www.zentiva.ro/investors/general-meetings-shareholders.

Simona Cocoș General Manager

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