Zentiva S.A. — AGM Information 2017

Mar 23, 2017

Current Raport

Current Report according	- art 226 para. (1) from Law no. 297/2004 and art. 113 letter (A) para. (1) letter (b) From NSC Regulation no.1/2006
Date of the report:	- 23.03.2017
Name of the issuer	- S.C. ZENTIVA S.A.
Main seat:	- Bd. Theodor Pallady no.50, Bucharest
Tel. /Fax no.:	- 021-3047200 /021-345.40.04
Unique Code:	- 336206
Registration No.	- J/40/363/1991
Shared capital	- 41.696.115 RON
Capital market	- Bucharest Stock Exchange

Significant events to be reported:

Zentiva SA informs that within the meeting held on March 23, 2017, the Board of Directors, has decided:

• 1. To approve the Investments Plan for 2017 amounting 16,050,000 RON. The amount will be invested within the production and laboratory facilities /equipments;
• 2. The Board of Directors' proposal to the Shareholders General Assembly convoked on April 27, 2017 in relation to the net revenue for 2016 is as follows:
• the amount of 65,000,000 RON, is to be distributed as dividends (gross value of the dividend is 0.155890 RON/share).
• the amount of 8,026,646 RON to be distributed to the retained earnings.

The dividends shall be paid on June 9, 2017.

3. To convoke the Annual Ordinary General Assembly on April 27, 2017, 9,00 a.m.

In compliance with Law no. 31/1990 republished, the Board of Directors of S.C. ZENTIVA S.A., with registered seat in 50 Theodor Pallady Blvd., 3rd District, Bucharest (the "Company"), gathered today, March 23, 2017, convenes the Ordinary General Meeting of Shareholders for April 27, 2017, 09.00 a.m., at the Company's seat, for all shareholders registered in the Shareholders' Register, as reference date, at the end of April 14, 2017.

In the event of failure to meet the statutory validation requirements set out under the Articles of Incorporation, the Ordinary General Meeting of Shareholders will be rescheduled on April 28, 2017, 09.00 a.m., at the same time and place and with the same agenda and having the same reference date, at the end of April 14, 2017.

The agenda of this meeting is:

• 1. Approval of the 2016 financial statements;
• 2. Approval of the distribution of the net profit for 2016, gross value of the dividend and June 9, 2017 as dividends payment date;
• 3. Appointment of the external financial auditor and fixing of the audit engagement duration;
• 4. Approval of the Revenue and Expenditures Budget for 2017;

• 5. Appointment of new member within the Board of Directors;

• 6. Determining the annual remuneration of the Company's directors for the 2017 financial year;

• 7. Discharge of administration of the board of directors' members for the 2016 financial year;
• 8. Establishment of the date of May 17, 2017 as the date of identification of the shareholders being affected by the resolution, in compliance with the provisions of Article 238 (1) of Law no. 297/2004 on the capital market;

9. Establishment of the date of May 16, 2017 as ex date, in compliance with the provisions of Regulation no. 1/2006 as amended by the Regulation no. 13/2014.

The shareholders registered at the reference date may attend and vote within the general meeting in person or may be represented by persons other than shareholders, save for the directors, based on special power of attorney.

The shareholders may attend the general meeting upon proving their identity, in the case of shareholders – individuals with their I.D., and in the case of shareholders – legal entities and of shareholders – represented individuals, with special or general power of attorney given to the individual representing them.

The general power of attorney may be granted for a period of no more than 3 years, for all items on the agenda of the General Meeting of Shareholders.

The special power of attorney may be granted for representation at a single General Meeting of Shareholders and must contain the vote expressed by the shareholder according to the agenda.

The general or special power of attorney will be drafted in three original copies, one for the Company, the second copy will be handed over to the representative, the third copy remaining with the shareholder. Upon filing in and signing it, the copy of the special power of attorney intended for the Company, accompanied by a copy of the I.D. or of the registration certificate of the represented shareholder, will be submitted, in original, at the Company's seat on April 25, 2017, 9.00 a.m., at the latest. The power of attorney may also be delivered in electronic format, via e-mail at the address: cristian.tudose@zentiva.ro, accompanied by a copy of the I.D. or of registration certificate of the represented shareholder, provided that the original is sent to the Company by April 25, 2017, 9.00 a.m.

The shareholders may also be represented by a special power of attorney in .pdf format having incorporated an extended electronic signature, in compliance with the provisions of Law no. 455/2001, power of attorney which may also be delivered in electronic format, via e-mail at the address: cristian.tudose@zentiva.ro, by April 25, 2017, 9.00 a.m.

The applications for the position of members in the Company's Board of Directors may be submitted, according to Article 117¹ of Law no. 31/1990, republished, as subsequently amended and supplemented, at the Company's seat by April 9, 2017 at the latest. A CV will be included for each nominated applicant, CV indicating at least the applicant's name, residence and professional qualification.

The list containing information in relation to the name, residence and professional qualification of the persons nominated for the position of director, may be consulted and supplemented by the shareholders under the aforesaid conditions.

The shareholders registered at the reference date in the shareholders' register may vote by correspondence before the date of the general meeting, by using the form for vote by correspondence. The form for vote by correspondence with signature notarization by a notary public together with a copy of the I.D. or registration certificate of the shareholder, will be delivered to the Company, in original, at its seat by April 25, 2017, 9;00a.m., at the latest.

The special power of attorney form, the form for vote by correspondence, the draft decision, as well as the information materials subject to approval on the Meeting's agenda, may be obtained both at the Company's seat, and from the Company's website, as of March 27, 2017. The special power of attorney form, as well as the form for vote by correspondence will also be available in the English language.

One or more shareholders, holding individually or jointly at least 5% of the share capital, are entitled to enter new items on the agenda of the general meeting of shareholders, provided that each point is accompanied by a justification or by a draft decision proposed for approval by the general meeting, which will be delivered in written form at the Company's seat by April 9, 2017.

In addition, one or more shareholders, holding individually or jointly at least 5% of the share capital, are entitled to present draft decisions for the items included or proposed to be included on the agenda of the general meeting, right which may be exercised in writing at the Company's seat, by the end of April 9, 2017.

The Company's shareholders may address written questions concerning the items on the agenda of the general meeting of shareholders and submit such questions at the Company's seat together with copies of the identification documents allowing for the identification of the shareholder (copy of I.D. in the case of shareholders – individuals and registration certificate accompanied by the official document attesting its capacity as legal representative of the shareholder, in the case of shareholders – legal entities), as well as the bank statement reflecting the capacity of shareholder and the number of shares held, by April 18, 2017, at the latest.

The Company may issue a general reply for questions having the same content. The answers will be available on the Company's website in the FAQ section, in Q&A form.

All documents sent to the Company with respect to the general meeting of shareholders will be delivered in a closed envelope, with the following note written thereon: "For the Ordinary General Meeting of Shareholders of April 27/28, 2017".

Further information may be acquired at the Company's seat or by calling 0372173557.

Simona Cocos General Manager