Translation from Romanian

Biofarm output number: 374/05.10.2023

CURRENT REPORT

According to F.S.A. Regulations no. 5/2018

Report date: 05.10.2023

Name of the commercial company: BIOFARM S.A.

Registered office: Bucharest, no. 99 Logofatul Tautu Street, 3rd City District

Telephone no.: 021/301.06.87

Fax no.: 021/316.52.48

Website: www.biofarm.ro

Tax registration number: RO 341563

Order no. with the Trade Register: J40/199/1991

Fully paid-up share capital: 98.537.535 lei

The market on which company securities are traded - Bucharest Stock Exchange, BIO symbol

Important event to report:

Biofarm S.A. informs that on 05.10.2023, at 12.00 o'clock p.m., the Extraordinary General Meeting of Shareholders of Biofarm S.A. took place, convened in compliance with the Companies Law 31/1990, Republished, Law 297/2004 on capital market, Law 24/2017 on issuers of financial instruments and market operations, Republished, FSA Regulation No. 5/2018 on issuers of financial instruments and market operations, at the office of Biofarm S.A. from no. 99 Logofatul Tautu Street, 3rd City District, Bucharest.

The Extraordinary General Meeting of Shareholders unfold its works at the first convocation.

The convening was published in the Official Gazette of Romania, part IV No. 3920/04.09.2023 and in the newspaper "Jurnalul National" No. 1473 (8785) of 01.09.2023.

At the Meeting, shareholders registered in the Shareholders' Register attended on the reference date 26.09.2023.

From the total of 985,375,350 issued shares, at the Meeting, 870,344,959 shares were presented and represented, representing 88.32623619% from the total of issued shares.

The Extraordinary General Meeting of Shareholders is statutory and legally constituted.

The Extraordinary General Meeting of Shareholders of Biofarm S.A. Company decides as follows:

  1. The election, based on Art. 129 of the Companies Law 31/1990, Republished, of a secretariat for the Extraordinary General Meeting of Shareholders composed of Mrs ION Zoia Mihaela (a shareholder of Biofarm S.A.) - secretary, Mr CONSTANTIN Valentin Daniel - technical secretary and Mrs STANCIU Roxana Maria - technical secretary, is approved unanimously.
  2. The ratification of the Bilateral Promise to Sell of the real estate owned by Biofarm S.A. in Bd. Iancu de Hunedoara nr. 40-42, Sector 1, Bucharest, signed on 24.08.2023, is approved by a majority of votes.
  3. The sale of the real estate owned by Biofarm S.A. in Bd. Iancu de Hunedoara nr. 40-42, Sector 1, Bucharest to Iancu de Hunedoara Residence S.R.L. Company or to another natural or legal person affiliated with it under art. 7 point 26 of the Fiscal Code, is approved at the price of EUR 5 (five) million. The signing of the Sales - Purchase Agreement until the 13th of April 2025 at the latest is approved by a majority of votes.
  4. The authorisation of the Board of Directors of BIOFARM S.A. for the negotiation of the Sales- Purchase Agreement is approved by a majority of votes.
  5. The mandating of Mr Andrei Hrebenciuc - Chairman of the Board of Directors to sign the Sales-Purchase Agreement of the real estate is approved by a majority of votes.
  6. The amendment of Article 3 from the Articles of Incorporation of the Company by adding the NACE code 6810 - Buying and selling of own real estate in secondary activities chapter, is approved unanimously.

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: +40 21 301 0600; F: +40 21 301 0605; Email: office@biofarm.ro; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/1991

Account RO26 BRDE 441 SV 28095 174410, BRD Unirii Branch

Article 3 supplemented by the Articles of Incorporation shall have the following contents:

"ARTICLE 3 COMPANY'S OBJECT OF ACTIVITY

Main field of activity: NACE group 212 - Manufacture of pharmaceutical preparations

Main activity: NACE code 2120 - Manufacture of pharmaceutical preparations

Secondary activities:

  • NACE code 1082 - Manufacture of cocoa, chocolate and sugar confectionery
  • NACE code 1089 - Manufacture of other food products n.e.c.
  • NACE code 2041 - Manufacture of soaps and detergents, cleaning and polishing preparations
  • NACE code 2042 - Manufacture of perfumes and toilet preparations
  • NACE code 2110 - Manufacture of basic pharmaceutical products
  • NACE code 3250 - Manufacture of medical and dental instruments and supplies
  • NACE code 3312 - Repair of machinery
  • NACE code 3511 - Production of electricity
  • NACE code 3600 - Water collection, treatment and supply
  • NACE code 4511 - Trade in passenger cars and light vehicles (less than 3.5 tons)
  • NACE code 4636 - Wholesale of sugar and chocolate and sugar confectionery
  • NACE code 4645 - Wholesale of perfume and cosmetics
  • NACE code 4646 - Wholesale of pharmaceutical goods
  • NACE code 4675 - Wholesale of chemical products
  • NACE code 4690 - Non-specialised wholesale trade
  • NACE code 4719 - Other retail sale in non-specialised stores
  • NACE code 4729 - Other retail sale of food in specialised stores
  • NACE code 4773 - Dispensing chemist in specialised stores
  • NACE code 4789 - Retail sale via stalls and markets of other goods
  • NACE code 4791 - Retail sale via mail order houses or via Internet
  • NACE code 4799 - Other retail sale not in stores, stalls or markets
  • NACE code 4939 - Other passenger land transport n.e.c.
  • NACE code 4941 - Freight transport by road
  • NACE code 5210 - Warehousing and storage
  • NACE code 5224 - Cargo handling
  • NACE code 6810 - Buying and selling of own real estate
  • NACE code 6820 - Renting and operating of own or leased real estate
  • NACE code 7120 - Technical testing and analysis
  • NACE code 7219 - Other research and experimental development on natural sciences and engineering
  • NACE code 7320 - Market research and public opinion polling

The company will carry out import - export activities with the goods provided in the main and secondary activity."

  1. The date of 25.10.2023 as the registration date is approved unanimously, in compliance with the provisions of Art. 87 (1) of Law No. 24/2017, republished.
  2. The date of 24.10.2023 as the ca ex date is approved unanimously, in compliance with the provisions of Art. 176 (1) from the FSA Regulation No. 5/2018 and Art. 2 (2) letter l from the FSA Regulation No. 5/2018.
  3. The mandating of Mr Andrei Hrebenciuc - Chairman of the Board of Directors for signing all the documents issued following the Extraordinary General Meeting of Shareholders, as well as of the updated Articles of Incorporation, is approved unanimously.

CHAIRMAN OF THE BOARD OF DIRECTORS

HREBENCIUC Andrei

99 Logofătul Tăutu Street, District 3, Bucharest, Romania, 031212

T: +40 21 301 0600; F: +40 21 301 0605; Email: office@biofarm.ro; biofarm.ro

Share capital 98.537.535 lei, fully subscribed and paid-up, RO341563, J40/199/1991

Account RO26 BRDE 441 SV 28095 174410, BRD Unirii Branch

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BIOFARM SA published this content on 05 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2023 15:41:18 UTC.