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MedLife S.A.

AGM Information Mar 18, 2025

2292_iss_2025-03-18_541d3b15-6872-4d54-9276-49a4c44090d1.pdf

AGM Information

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To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

ANNOUNCEMENT

According to the stipulations of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, and Law no. 24/2017 on issuers of financial instruments and market operations (republished)

Report Date: 18 March 2025 Name of the issuing company: MED LIFE S.A. ("MedLife" or "the Company") Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania Telephone / Fax number: 0374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J1996003709402 EUID:ROONRC.J1996003709402 Subscribed and paid-in share capital: RON 132,870,492 Total number of shares: 531,481,968 (out of which 442,610 shares without voting rights and 531,039,358 shares with voting rights) Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

Important events to report:

Resolutions of the Extraordinary and Ordinary General Meetings of Shareholders of MED LIFE S.A.

In accordance with Law no. 31/1990, republished, as further amended and supplemented, Law no. 24/2017 on issuers and market operations, republished and FSA Regulation no. 5/2018 on issuers and market operations, Med Life S.A. informs investors regarding the:

Resolutions of the Extraordinary and Ordinary General Meetings of Shareholders of MED LIFE S.A. from 18 March 2025

The resolutions are attached herein to this current report.

Mihail Marcu Chief Executive Officer

______________

RESOLUTION OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING MED LIFE S.A. No. 1/18.03.2025

The extraordinary general shareholders meeting of MED LIFE S.A. (the "Meeting"), a joint stock company managed in a one tier system and functioning under the laws of Romania, having its headquarters in Romania, Bucharest, no. 365, Calea Grivitei, district 1, registered with the National Office of the Trade Registry associated with the Bucharest Tribunal, under no. J1996003709402, EUID:ROONRC.J1996003709402, sole registration code 8422035, having a share capital subscribed and paid of RON 132,870,492 (hereinafter the "Company"), legally and statutorily convened, on the grounds of art. 117 of the Companies Law no. 31/1990, republished, as further amended and supplemented, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as further amended and supplemented ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's Articles of Association, by publication of the convening notice in the Official Gazette of Romania, Part IV no. 720/13.02.2025 and in the newspaper "Bursa", edition 25 of 13.02.2025, as well as by sending the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority in the current report no. 14 of 13.02.2025,

Legally and statutorily assembled on 18.03.2025, at 10.00 hours, in the first convening at the headquarters of the Company located in Bucharest, no. 365, Calea Grivitei, district 1, attended in person or by representation as well as be casting the votes through correspondence, by a number of 53 shareholders holding on the Reference Date 06.03.2025 a total number of 436,472,714 shares bearing voting rights, representing 82.1897% of the total voting rights and 82.1237% of the share capital of the Company on the Reference Date,

RESOLVES

1. By a total number of 436,472,714 shares for which valid votes have been cast, representing 82.1237% of the Company's share capital and a total number of 436,472,714 votes cast validly, of which 411,212,085 votes were cast "for" representing 94.2126% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 12,032,099 votes were cast "against" 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

representing 2.7567% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 13,228,530 votes casted "abstained"

approves

Authorization of the Company's Board of Directors to:

1.1. negotiate with Banca Comercială Română S.A., as Arranger, Agent and Lender and with other credit institutions that are syndicate members acting as Lenders, the terms and conditions of extending the credit limit by an additional amount of up to EUR 50 million (with the possibility of adding an additional "Accordion Facility"), the extension of the repayment period of existing facilities, rearranging the related terms and conditions, as well as the amendment and/or supplementation of guarantees to cover both the existing facilities and the additional amount. The credit facilities whose limits are to be increased were granted under the Term and Revolving Credit Facilities Agreement dated 13.12.2022, as amended and supplemented including (without limitation) by the additional act of amendment and reaffirmation dated 14 March 2024, with a total value of the borrowed capital of over EUR 268 million, with Med Life S.A., BAHTCO INVEST S.R.L., POLICLINICA DE DIAGNOSTIC RAPID S.A., CLINICA POLISANO S.R.L., DENT ESTET CLINIC S.A., GENESYS MEDICAL CLINIC S.R.L., CENTRUL MEDICAL SAMA S.A., VALDI MEDICA S.R.L., PHARMALIFE MED S.R.L., PRIMA MEDICAL S.R.L., ANIMA SPECIALTY MEDICAL SERVICES S.R.L., BADEA MEDICAL S.A., CENTRUL MEDICAL MICROMEDICA S.R.L., SOLOMED CLINIC S.A., VITA CARE FLAV S.R.L., PHARMACHEM DISTRIBUTIE S.A., SANO PASS S.R.L., MNT ASSET MANAGEMENT S.R.L., MNT HEALTHCARE EUROPE S.R.L., SWEAT CONCEPT ONE S.A., ONCO CARD S.R.L., ONCOCARD INVEST S.R.L., STEM CELLS BANK S.A., SFATUL MEDICULUI.RO S.A., MEDICI'S S.A., CENTRUL MEDICAL PANDURI S.R.L., MUNTENIA MEDICAL COMPETENCES S.A., SPITAL LOTUS S.R.L. and ONCO TEAM DIAGNOSTIC SRL, as Borrowers (as well as other companies within MedLife Group, if applicable), (the contract to be amended referred to hereinafter as the "Credit Contract"). In accordance with the Credit Agreement, the Company will have the possibility of including in the syndicate an additional facility, called the "Additional Facility" or "Accordion Facility", within the limit of EUR 25 million. Through this facility, the companies within the MedLife Group will have the possibility of refinancing the existing bilateral loans;

1.2 negotiate with Banca Comercială Română S.A, as well as with the other credit institutions that will participate in extending the credit limit with Banca Comercială

Română S.A., the terms and conditions of the addenda to the existing financing contracts and to the new / additional financing documents to be concluded, including but not limited to movable and immovable mortgage agreements securing the obligations undertaken by the Borrowers in connection with the financing arrangements under the Credit Contract. The additional acts and new financing documents to be signed will be concluded for the purpose of guaranteeing (or confirming the guaranteeing) the obligations assumed by the Borrowers in relation to the credits granted to the Borrowers, as such will be increased, as well as for the purpose of guaranteeing the Additional Facility, if it is activated.

2. By a total number of 436,472,714 shares for which valid votes have been cast, representing 82.1237% of the Company's share capital and a total number of 436,472,714 votes cast validly, of which 411,212,085 votes were cast "for" representing 94.2126% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting, 12,032,099 votes were cast "against" representing 2.7567% of the total number of votes held in the Meeting by the shareholders attending in person, represented and who have casted votes by correspondence in the Meeting and 13,228,530 votes casted "abstained"

approves

Authorization of the Board of Directors of the Company to execute all necessary and useful operations and/or procedures and to conclude all necessary documents for or regarding the implementation of point 1 above.

3. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting, respectively a total number of 436,472,714 shares bearing voting rights, representing 82.1897% of the total voting rights and 82.1237% of the share capital of the Company

approves

Authorization of the Chairman of the Board of Directors of the Company to draw up and sign, on behalf of the Company, to file any documents and to issue any required affidavits and to fulfil any formalities regarding the EGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.

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

The aforementioned resolutions have been prepared and signed in Bucharest, in 4 original copies, each comprising 4 pages, today 18.03.2025.

Meeting Chairman Meeting Secretary Mihail Marcu Caloian-Istrate Serban-Danut

RESOLUTION OF THE ORDINARY GENERAL SHAREHOLDERS MEETING MED LIFE S.A. No. 2 / 18.03.2025

The ordinary general shareholders meeting of MED LIFE S.A. (the "Meeting"), a joint stock company managed in a one tier system and functioning under the laws of Romania, having its headquarters in Romania, Bucharest, no. 365, Calea Grivitei, district 1, registered with the National Office of the Trade Registry associated with the Bucharest Tribunal, under no. J1996003709402, EUID:ROONRC.J1996003709402, sole registration code 8422035, having a share capital subscribed and paid of RON 132,870,492 (hereinafter the "Company"), legally and statutorily convened, on the grounds of art. 117 of the Companies Law no. 31/1990, republished, as further amended and supplemented, of Law no. 24/2017 on issuers of financial instruments and market operations, republished, as further amended and supplemented ("Law 24/2017") and regulations adopted for the application thereof, corroborated with art. 10 of the Company's articles of association, by publication of the convening notice in the Official Gazette of Romania, Part IV no. 720/13.02.2025 and in the newspaper "Bursa", edition 25 of 13.02.2025, as well as by sending the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority in the current report no. 14 of 13.02.2025,

Legally and statutorily assembled on 18.03.2025, at 10.30 hours, in the first convening at the headquarters of the Company located in Bucharest, no. 365, Calea Grivitei, district 1, attended in person or by representation as well as be casting the votes through correspondence, by a number of 53 shareholders holding on the Reference Date 06.03.2025 a total number of 436,472,714 shares bearing voting rights, representing 82.1897% of the total voting rights and 82.1237% of the share capital of the Company on the Reference Date,

RESOLVES

1. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting, respectively a total number of 436,472,714 shares bearing voting rights, representing 82.1897% of the total voting rights and 82.1237% of the share capital of the Company

approves

Appointment of Deloitte Audit SRL, in its capacity as auditor of the Company, to perform independent limited assurance services on the Sustainability Report prepared in accordance with the Corporate Sustainability Reporting Directive (CSRD) 2022/2464 and delegated act no. 5303/2023 on European Sustainability Reporting Standards (ESRS) supplementing the CSRD Directive, transposed into national legislation by MFP Order 85/2024 for the regulation of aspects related to sustainability reporting, for the financial years 2024 and 2025, respectively for the periods between January 1, 2024 and December 31, 2024, and January 1, 2025 and December 31, 2025.

2. By unanimous votes validly cast by all shareholders attending in person, represented or casting votes by correspondence in the Meeting, respectively a total number of 436,472,714 shares bearing voting rights, representing 82.1897% of the total voting rights and 82.1237% of the share capital of the Company

approves

Empowerment of the Chairman of the Board of Directors of the Company to draw up and sign on behalf of the Company, to file any documents and to issue any required affidavits and to fulfil any formalities regarding the OGSM resolutions, such as publication formalities, including to pay any taxes, to request and receive any documents / deeds issued by any competent authorities, as well as to authorise other person to carry out the mandate in connection with the aforementioned.

The aforementioned resolutions have been prepared and signed in Bucharest, in 4 original copies, each comprising 2 pages, today 18.03.2025.

Meeting Chairman Meeting Secretary Mihail Marcu Caloian-Istrate Serban-Danut

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