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MedLife S.A. Share Issue/Capital Change 2021

Jan 27, 2021

2292_iss_2021-01-27_71899624-8af7-41a3-ba95-c77a0a76a4ec.pdf

Share Issue/Capital Change

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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: 33,217,623 RON

No. 128/27.01.2021

To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY

CURRENT REPORT

Current report drafted according to the stipulations of FSA 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

Report Date: 27 January 2021

Name of the issuing company: MED LIFE S.A. ("MedLife" or "The Company")

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: 33,217,623 RON

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category

Significant events to report:

The stages of processing the effects of the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 15.12.2020

In connection with the registration of new shares, the issuance of which was approved by the Decision of the Extraordinary General Meeting of Shareholders of the Company dated 15.12.2020 ("MedLife EGMS Decision"), we inform you of the following:

  • (a) On January 12, 2021, the Company submitted to the FSA, in support of the application for registration of new shares, the last document, namely the non-opposition affidavit to the EGMS Decision, affidavit issued immediately after its publication in the Official Gazette of Romania.
  • (b) After analyzing the documentation, FSA communicated its opinion according to which the non-opposition affidavit must be issued at the expiration of the term of 30 days from the publication in the Official Gazette of Romania, term provided by law for the

formulation of oppositions by creditors. We mention the fact that, in case of MedLife EGMS Decision, this term is fulfilled on February 11, 2021.

(c) In relation to the opinion issued by FSA, the Company have returned with detailed arguments to support its request for rapid registration of the new shares, which are summarized below:

  • Lack of an express legal provision requiring the issuance of the affidavit only after the expiration of the 30-day period; moreover, there are situations, which can be extended by analogy, in which FSA allows the affidavit to be issued before the expiration of the 30-day period (such as the case of the approval of a prospectus for new shares);

  • There is no interest that can be retained by a court as justifying the opposition of a creditor in connection with a share capital increase by incorporating reserves, as the issuer's assets do not change as a result of such corporate action. As such, there is no impact on any creditor;

  • Even if oppositions are made by creditors, their admission by a court does not affect the validity of the increase in any way;

  • There is a clear discrimination between unlisted companies where shareholders acquire new shares immediately after the increase (ie before the increase is registered in the trade register) and listed companies where it takes months for shareholders to acquire new shares.

(d) Following the analysis of the arguments, FSA informed the Company on 27 January 2021 that it supports its initial opinion and that it will issue the registration certificate after the expiry of the 30-day period and after the submission by MedLife of a new nonopposition affidavit.

Accordingly, while we continue to support the fairness of our arguments that aim to protect MedLife shareholders and investors in general, we will issue a new statement on February 12, 2021, which will be submitted to the FSA on the same date. FSA informed us that it will act as quickly as possible in order to issue the registration certificate after the submission of the second affidavit.

Therefore, including the 10-day legal deadline for the FSA to solve the request, we estimate that the new MedLife shares will be allocated to the shareholders entitled by the Central Depository between February 15-23, 2021.

Mihail Marcu

__________________

President of the Board of Directors