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MedLife S.A. AGM Information 2018

Mar 23, 2018

2292_egm_2018-03-23_f1403ec3-a809-4d31-bdee-26556dd1fd10.pdf

AGM Information

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MED LIFE S.A.

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

No. 24/22.03.2018

CURRENT REPORT

Current report drafted according to the stipulations of Rule no. 1/2006 and Law no. 297/2004

Report Date: 22 March 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:

The call of the Oridinary General Meeting of Shareholders of

MED LIFE S.A.

In compliance with the provisions of Law no. 31/1990 on trading companies, Law no. 297/2004 regarding the capital market, of Regulation no. 1 of the Romanian National Securities Commission on issuers and operations with securities, MED LIFE S.A. informs its investors of the following:

The call of the Oridinary General Meeting of Shareholders ("OGMS")

on April 26, 2018

OGMS convening was approved by the Board of Directors of MED LIFE S.A. on March 22, 2018 and will be published in the Official Gazette of Romania and in "Bursa" newspaper. The convening notice of OGMS toghether with the Board of Directors decision regarding the convening are attached to the present current report.

The information materials related to the agenda of OGMS will be available to shareholders starting with March 26, 2018.

Mihail Marcu Preşedinte al Consiliului de Administraţie

__________________

MED LIFE S.A. Sediul social: București, Calea Griviței, nr. 365, sector 1, România Codul de înregistrare fiscala: 8422035 Numar de ordine în Registrul Comerţului: J40/3709/1996 Capital social subscris şi varsat: 5.536.270,5 RON

The Decision of the Board of Directors of Med Life S.A. no. 1 dated 22 March 2018

The Board of Directors of MED LIFE S.A., a joint stock company, managed under a one-tier system, incorporated and operating in accordance with Romanian law, having its registered office in Romania, Bucharest, no. 365 Calea Grivitei, 1st District, registered with the Trade Registry Office attached to the Bucharest Tribunal under no. J40/3709/1996, sole registration number 8422035, with a subscribed and paid up share capital in amount of RON 5,536,270.5 (hereinafter the "Company"), in accordance with the provisions of Law no. 31/1990 regarding companies, as subsequently republished (hereinafter the "Law regarding companies") and of the company's Articles of Association,

Legally and statutory convened according to the dispositions of the company's Articles of Association today, 22 March 2018, 10,00 hours, date of the first convening, at the company's administrative headquarters situated in Bucharest, 222 Calea Victoriei, 1st District, having complied with all the convening formalities recquired by the company's Articles of Association and of the Law regarding companies;

In the personal presence of a number of 6 (six) of the total 7 (seven) members of the Company's Board of Directors, respectively: Dl. Marcu Mihail, Dl. Marcu Nicolae, Dna. Mihăescu Ana Maria, Dl. Pelinescu - Onciul Dimitrie, Dl. Preda Dorin si Dl. Scorei Ion Nicolae,

Hereby decides, by unanimous consent of all present members, the following:

    1. The approval of the convening of the Ordinary General Meeting of the Shareholders of the company on 26 April 2018, 10,00 hours (Romanian time) (hereinafter referred as the "OGSM") and of the second convening of the OGSM, on 27 April 2018, in case the conditions recquired for the first convening are not met, at "Sheraton Bucuresti" Hotel, "Iridium" Room, situated in Bucharest, 5-7 Calea Dorobanti, 1st District, for both convenings, with the agenda included in the convening notice attached to the present Decision.
    1. Approval of 17 April 2018 as reference date for the OGSM.
    1. Approval of the documents that will be made available to the shareholders regarding the items on the OGSM agenda.

The present Decision has been adopted today, 22 March 2018, in a number of 3 (three) originals.

MED LIFE S.A. CONVENING NOTICE

The Board of Directors of the company MED LIFE S.A., 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"), in accordance with the provisions of art. 117 par. (1) of Law 31/1990 regarding companies, republished ("Companies Law no. 31/1990"), of Law no. 297/2004 regarding issuers of financial instruments and capital market operations ("Law no. 24/2017") and secondary regulations issued for the application thereof corroborated with art. 10 of the constitutive document of the Company,

Convening notice:

THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (the "OGMS" or the "Meeting")

On the date of 26.04.2018, 10:00 hours (Romanian time), at Hotel Sheraton Bucharest, located in Bucharest City, no. 5-7 Calea Dorobanti, 1st district, Iridium salon, for all shareholders registered in the shareholders' registry held by Depozitarul Central S.A. at the end of the day of 17.04.2018, set as reference date to hold the OGMS, considering the following order of business:

Order of business

    1. Approval of 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.
    1. Approval of 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.
    1. Approval of the discharge of management for the Board of Directors for the financial year 2017.
    1. Approval of the income and expenses budget and the Company's activity program at individual level for the financial year 2018.
    1. Approval of the income and expenses budget and the activity program at consolidated level for the financial year 2018.
    1. Approval of 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.
    1. Choosing a member of the Board of directors of the Company to occupy the vacant position of director, pursuant to renouncing the mandate of Board of Directors member by Mrs Mihaela-Gabriela Cristescu. The duration of the 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. The chosen Director shall conclude with the Company a management agreement in the form approved by the extraordinary general meeting of the shareholders no. 1 from the date of 27.04.2017.
    1. Granting the power of attorney to 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.
    1. Appointing 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.
    1. Granting the power of attorney to 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.
    1. Approval of 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.

Only the people that are registered as shareholders on the Date of Reference 17.04.2018 in the Shareholders Registry held by Depozitarul Central S.A. have the right to attend and to vote within the Meeting.

Shareholders' proposals regarding the general meeting of the shareholders

One or more shareholders representing, individually or jointly, at least 5% of the Company's share capital (hereinafter referred to as "Initiators") have the right:

  • To introduce matters on the order of the business of the Meeting, provided that each point $(a)$ shall be accompanied by a justification or a draft decision proposed to be adopted by the Meeting; and
  • to present decision drafts for the points included or proposed to be included on the $(b)$ Meeting's order of business.

The Initiators' requests regarding introducing new points on the order of business, as well as draft decisions for the points included or proposed for inclusion on the order of business of the Meeting, accompanied by the copy of the valid identification document of the Initiator, may be forwarded as follows:

  • a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei. postal code 010093, until the date of 11.04.2018, 16:00 hours (Romanian time), in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 11.04.2018, 16:00 hours (Romanian time), in sealed envelope, with the clear mention THE ORDINARY with capital letters "FOR GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • transmitted by email with electronic extended signature, incorporated as per Law no. C) 455/2001 on the electronic signature, until the date of 11.04.2018, 16:00 hours (Romanian time), at the address [email protected], mentioning at the subject "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018"

The Shareholders of the Company, regardless of participation held in the share capital, as well as actual members of the Company's board of directors may present proposals for candidates to be appointed as member of the board of directors, including information on the name, domicile and professional qualification of the proposed individuals and accompanied by (i) a copy of the valid identification document of the shareholder/current member of the Company's board of directors (in case of individuals, identity card/passport, while for companies, identity card/passport of the legal representative registered on the list of the Company's shareholders. issued by Depozitarul Central S.A.), (ii) resume of the proposed individual and (iii) statement on own liability of the candidate concluding that the respective person is not in any of the incompatibility cases provided by the applicable regulatory framework or that they understand to renounce any situation of incompatibility in view of their approval and that they accept the mandate, under the hypothesis that they are chosen. Proposals for candidates together with the documents mentioned above may be lodged as follows:

a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, until the date of 11.04.2018, 16:00 hours (Romanian time), in sealed

envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018;

  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 11.04.2018, 16:00 hours (Romanian time), in sealed envelope, with the clear mention "FOR THE ORDINARY GENERAL MEETING OF with capital letters THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • c) transmitted by email with electronic extended signature, incorporated as per Law no. 455/2001 on the electronic signature, until the date of 11.04.2018, 16:00 hours (Romanian time), at the address [email protected], mentioning at the subject "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018".

The list comprising information on the name, domicile and professional qualification of the individuals proposed to be elected in the position of member of the board of directors shall be at the disposal of shareholders on the Company's website (www.medlife.ro) and at the Company's registered office, being available for consultation and amendment by the latter.

A complete list of the candidates proposed for the position of member of the board of directors. together with the resume of the proposed candidates and a note regarding the fulfilment by the candidates of eligibility criteria for the position of member of the board of directors shall be published with at least 10 calendar days prior to the date of the Meeting.

The order of business supplemented with the points proposed by the above-mentioned shareholders shall be published with fulfilment of the requirements provided by law and constitutive document to convene the Meeting with at least 10 calendar days prior to the Meeting.

Questions regarding the general meeting of the shareholders

The Company's shareholders, regardless of the level of participation to the share capital, may lodge questions in writing on the points included in the Meeting's order of business, accompanied by a copy of the valid identification document of the shareholder, as follows:

  • a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018", until the date of 25.04.2018, 16:00 hours (Romanian time),;
  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 25.04.2018, 16:00 hours (Romanian time), in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":

c) transmitted by email with electronic extended signature, incorporated as per Law no. 455/2001 on the electronic signature, accompanied by the copy of the shareholder's valid identification document, at the address [email protected], mentioning at the subject "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 25.04.2018, 16:00 hours (Romanian time).

Attendance at the general meeting of shareholders

Access of shareholders registered in the shareholders registry on the Date of Reference and entitled to attend the Meeting is allowed by simple proof of their identity, made (i) in case of individual shareholders, with their identification document or, (ii) in case of legal entity shareholders, with the identification document of the legal representative and (iii) in case of represented individual and legal entity shareholders, with the power of attorney granted to the represented person, in compliance with the relevant applicable legal provisions.

The shareholders registered on the Date of Reference in the shareholders registry held by Depozitarul Central S.A. may attend the Meeting, personally or by representation, each shareholder having the right to appoint any other individual or legal entity as representative to attend and to vote in their name within the Meeting, in compliance with the provisions of art. 92 of Law no. 24/2017.

A shareholder may assign a single person to represent them at the Meeting. Nevertheless. should a shareholder hold Company shares in multiple securities accounts, such restriction shall not prohibit them from assigning a separate representative for all shares held in each securities account regarding a certain general meeting. However, the shareholder is restricted from expressing different votes based on the shares they hold in the Company's share capital.

In case of attendance by representation, the shareholder shall assign a representative by a special power of attorney drafted on the basis of the special power of attorney template made available for shareholders by the Company, both in Romanian and in English, or by a general power of attorney granted under the conditions presented below.

A shareholder may assign by power of attorney one or more replacing representatives to secure their representation in the Meeting in case the assigned representative is unable to fulfil their mandate. In case the power of attorney designates multiple replacing representatives, the order in which they shall exercise their mandate shall also be indicated.

In case a shareholder is represented by a credit institution that renders custody services, the latter shall be able to vote in the Meeting based on voting instructions received by electronic communications means, without requiring draft of a special or general power of attorney by the shareholder. The custodian shall vote in the Meeting exclusively in accordance with and within the limits of instructions received from their clients having the position of shareholders on the Date of Reference.

If discussing within the Meeting, in accordance with the legal provisions, of points not included on the published order of business, the attorney in fact may vote on such issues in accordance with the interest of the represented shareholder.

Special Power of attorney

The Special Power of attorney is valid only for the Meeting for which it was requested. The special power of attorney may be granted only by using the special power of attorney template made available to the shareholders by the Company as per the section Other provisions regarding the Meeting as presented below.

The representative has the duty to vote in accordance with the instructions stated by the assigning shareholder. The special powers of attorney shall include specific instructions to vote for each point on the Meeting's order of business.

In case of a special power of attorney, an original counterpart, filled in either in Romanian or in English and signed by the shareholder, together with a copy of the identification document of the shareholder and of the representative, shall be transmitted to the Company as follows:

  • a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time):
  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 24.04.2018, 08:00 hours (Romanian time), in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • c) transmitted by email with electronic extended signature, incorporated as per Law no. 455/2001 on the electronic signature, accompanied by the valid identification documents, at the address [email protected], mentioning at the subject "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time).

In all cases, the representative shall present to the organisers of the Meeting, an original counterpart of the special power of attorney at registration.

Special provisions regarding the general power of attorney

The General power of attorney shall be valid only if: (i) is granted for a period that shall not exceed 3 years, (ii) expressly allows the representative of the shareholder that granted such a power of attorney to vote in all aspects under debate in the Company's general meetings of the shareholders, including regarding acts of transfer and (iii) is granted by the shareholder, as client, to an intermediary defined as per art. 2 par. (1) pct. 20 of Law 24/2017 or to a lawyer. The

Company's shareholders may not be represented at the Meeting based on the general power of attorney by a person that is affected by a conflict of interests that may appear especially in one of the following cases:

  • is a majority shareholder of the Company, or another entity, controlled by the respective a) shareholder:
  • is member of a director, management or oversight body of the Company, of a majority b) shareholder or of a controlled entity, according to the provisions at letter a):
  • is an employee or an auditor of the Company or of a majority shareholder or of a controlled $\mathsf{C}$ entity, according to the provisions at letter a);
  • d) is the spouse, relative or relative by alliance up to the fourth degree inclusively to one of the individuals provided above at letters $a$ ) – c).

The general power of attorney shall contain at least the following information: 1. name/denomination of the shareholder; 2. name/denomination of the representative (the one being granted the power of attorney): 3, date of the power of attorney, as well as the validity period thereof, in compliance with legal provisions; powers of attorney bearing a subsequent date have as effect the revocation of previously granted powers of attorney; 4. provision of the fact that the shareholder empowers the representative to attend and to vote in their name by the general power of attorney in the general meeting of the shareholders for the entire participation of the shareholder at the date of reference, with express specification of the company/companies for which the respective power of attorney is used.

The general power of attorney ceases in accordance with par. 2 of art. 151 of R6/2009.

Before its first use, a copy of the general power of attorney signed by the shareholder and having the minimum content provided by R6/2009, including the mention of conformity with the original under the representative's signature, together with a copy of the identification document of the shareholder and a statement on own account of their intermediary or of the attorney as per the below shall be transmitted to the Company as follows:

  • a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time);
  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 24.04.2018, 08:00 hours (Romanian time), in sealed envelope, with the clear mention capital letters "FOR THE ORDINARY with GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • c) transmitted by email with electronic extended signature, incorporated as per Law no. 455/2001 on the electronic signature, accompanied by the valid identification documents, at the address [email protected], mentioning at the subject "FOR THE ORDINARY

GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time).

The statement on own liability granted by the intermediary's legal representative or by the lawyer receiving the power of attorney to represent through the general power of attorney shall specify the following:

  • (i) the power of attorney is granted by the respective shareholder, acting as client, to the intermediary or, as the case may be, to the lawyer;
  • (ii) the general power of attorney is signed by the shareholder, including by attaching the extended electronic signature, if applicable.

The statement shall be submitted in original, signed and, as applicable, stamped, without fulfilment of other formalities in relation with its form. The statement is lodged at the Company along with the general power of attorney, under the conditions and terms provided above.

Certified copies of the general powers of attorney are held by the Company, a mention being made of them in the minutes of the Meeting.

Other provisions regarding representation

The shareholders may assign and revoke their representative by electronic means of data transmission, the revocation subsequently producing its effects and being opposable to the Company if received by the Company until the deadline for submission/transmission of the powers of attorney.

The attorney in fact may not be substituted by another individual unless such right has been expressly granted by the shareholder through the power of attorney. Under the conditions in which the empowered individual is a legal entity, the latter may carry out the granted mandate through any individual that is part of their director or management bodies or by one of their employees.

Vote by correspondence

The Companies' Shareholders registered on the Date of Reference in the Company's shareholders registry held by Depozitarul Central S.A. have the opportunity to vote by correspondence by usage of the correspondence voting form made available to shareholders by the Company, both in Romanian and in English.

Correspondence voting may be expressed by a conventional representative of the shareholder only in case the latter received from the respective shareholder a special/general power of attorney that is lodged at the Company in accordance with art. 92 of Law no. 24/2017. If the person representing the shareholder by personal attendance at the Meeting differs from the one expressing the correspondence voting, for validity of the vote the former presents to the Meeting's secretary of the session a written revocation of the correspondence voting signed by the shareholder or by the representative that expressed the voting by correspondence. This is

not necessary if the shareholder or their legal representative are personally attending the Meeting.

In case of correspondence voting, the voting bulletins, filled in in Romanian or in English and signed, together with a copy of the shareholder's identification document, may be lodged as follows:

  • a) submitted at the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, in sealed envelope, with the clear mention with capital letters "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time);
  • b) transmitted towards the Company's correspondence desk in Bucharest, no. 222 Calea Victoriei, postal code 010093, by any form of courier delivery with confirmation of receipt, so that it shall be registered as being received at the Company's correspondence desk until the date of 24.04.2018, 08:00 hours (Romanian time), in sealed envelope, with the clear mention capital letters "FOR THE ORDINARY GENERAL MEETING OF THE with SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018":
  • c) transmitted by email with electronic extended signature, incorporated as per Law no. 455/2001 on the electronic signature, accompanied by the valid identification documents, at the address [email protected], mentioning at the subject "FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF MED LIFE S.A. FROM 26TH/27TH APRIL 2018" until the date of 24.04.2018, 08:00 hours (Romanian time).

Other provisions regarding the Meetings

In case of legal entity shareholders or entities without legal persona, the position of legal representative is ascertained based on the list of shareholders from the Date of Reference, received from Depozitarul Central S.A., Documents attesting the position of legal representative drafted in a foreign language, other than English, shall be accompanied by a translation performed by an authorised translator in Romanian or in English, without requiring legalisation or apostille of such documents.

In all cases described above in which reference is made to:

  • a) identification documents of a person the following documents are considered: in case of individuals – identity card/bulletin, while in case of legal entities – identity card/bulletin of the legal representative registered on the list of Company shareholders, issued by Depozitarul Central S.A.:
  • b) the representative of the shareholders is registered in the list of shareholders issued by Depozitarul Central S.A., if the respective representative is not registered as such in the evidences of Depozitarul Central S.A., to identify the representative of the legal entity shareholder, an ascertaining certificate issued by the Trade Registry or any other equivalent document shall be transmitted, in original or in certified copy to the original by a competent authority from the state in which the shareholder is duly registered and that attests the

position of legal representative, such certificate or equivalent document not being older than 3 months prior to publication of the Meeting's convening notice.

Failure to transmit the general or special powers of attorney/correspondence voting bulletins until the set date is sanctioned with the loss of the voting right by representative/by correspondence within the Meeting. Special powers of attorney/ correspondence voting bulletins that do not contain at least the information comprised in the template made available by the Company are not opposable to the Company, nor are the general powers of attorney that do not contain the minim information required by the legal provisions.

If on the date of 26.04.2018 (date of the first convening notice of the Meeting) statutory and legal validity conditions are not met to hold the Meeting, the respective Meeting is convened for 27.04.2018 in the same place, at the same hour and having the same order of business 10:00 hours (Romanian time).

Information documents and materials regarding the points included on the order of business of the Meeting, the hereby convening notice, the yearly financial statements subsequent to the financial year 2017, the report of the Board of Directors and the financial auditor's report, draft decisions, total number of shares and the voting rights on the date of convening, as well as the templates for the special power of attorney and the correspondence voting templates for the Meeting shall be made available to the shareholders, both in Romanian and in English, starting with the date of 26.03.2018, at the registered office of the Company in Romania, Bucharest, no. 365 Calea Grivitei, 1st District and shall be available on the Company's webpage (www.medlife.ro, section Investor Relations < General Meetings of the Shareholders).

On the date of convening, the share capital of the Company is comprised of 22,145,082 nominative shares, each share granting the right to one vote; therefore, the total number of voting rights on the date of convening is of 22,145,082 rights to vote.

The decision proposals made by the shareholders shall be added on the internet page of the Company as soon as possible, pursuant to their reception by the Company.

Additional information may be obtained from the Department of Financial Markets, at the telephone number +40 745 113 207 and on the Company's website www.medlife.ro.

President of the Board of Directors MIHAIL MARCU MED LIFE S.A.