LONDON–(BUSINESS WIRE)–
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Bucharest, Romania – January 6, 2010 – A&D Pharma Holdings N.V. (the “Group”, the “Company”, or “A&D Pharma”), the Dutch holding company that owns the largest integrated pharmaceutical wholesale, sales and marketing services, and retail business in Romania provides notification, in accordance with articles 24, 25, 26, 30 and 33 of the articles of association of the Company (the “ Articles of Association”), that an Extraordinary General Meeting of Shareholders of the Company (the “EGM”) is to be held on January 25, 2010 at Hilton Hotel, Amsterdam Airport Schiphol, Schipholboulevard 701, 1118 BN Schiphol Centrum in The Netherlands, at 14:00 CET. The EGM agenda is as follows:
1. Opening.
2. Taking note and confirmation that the EGM agrees with the appointment by the Board of Directors of Mr. Robert Popescu, as Chief Executive Officer of the Company, having full powers of representation for representing A&D Pharma in connection with the entering into and performance of the documents relating to the share acquisitions by the Company in Arishop Pharma AD and its subsidiary in Bulgaria, Ozone Laboratories Polska and Ozone Laboratories Polska Services in Poland, Ozone Laboratories Magyarorszag Kft. in Hungary, Ozone Laboratories Slovakia s.r.o. in Slovakia and Ozone Laboratories Czech Republic s.r.o. in the Czech Republic and any other agreements or documents contemplated thereby or in furtherance thereof and with possibility to delegate such power of representation to other persons.
3. Amendment of Article 15(2) of the Company’s Articles of Association.
Old text Article 15(2):
“The Board of directors may appoint one or more of the Executive Directors as Vice – Chairman of the Board of Directors for such period as the Board of Directors may decide. If the Chairman is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such duties of the Chairman entrusted to him by these articles of association as the Board of Directors may decide.”
Proposed amended Article 15(2):
“The Board of directors may appoint one or more of the Non-Executive Directors as Vice – Chairman of the Board of Directors for such period as the Board of Directors may decide. If the Chairman is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such duties of the Chairman entrusted to him by these articles of association as the Board of Directors may decide.”
4. Closing.
All documents prepared for the purpose of the EGM including the agenda, a shareholder circular containing draft resolutions and an explanation thereto, a description of the proxy-voting procedure through the proxy form provided by the Company, draft voting instructions, the form of proxy and other documents required by the applicable provisions of Dutch law and other relevant rules and regulations relating to the EGM (including the Dutch text, which prevails over the English translation, of the proposed amendments to the Company’s articles of association) will be:
made available to the registered shareholders via email; made available to the Global Depositary Receipt holders (the “GDR holders”) by Citibank N.A. (the “Depositary”); and made available for inspection by shareholders, GDR holders and others who have a right to attend the EGM as defined in the Articles of Association at: (i) the Company’s offices in The Netherlands in Delft, Martinus Nijhofflaan 2, 2624 ES; (ii) Citibank, N.A. Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000, U.S.A; (iii) the Company’s subsidiaries offices in Romania, A&D Pharma 133 Ciobanului St., Com. Mogosoaia, Ilfov county, Postal Code 077135, Romania; and (iv) the Company’s website.
In accordance with article 30 of the Articles of Association and subject as set out below, only shareholders and GDR holders have a right to attend the EGM. The term ‘shareholders’ also refers to others with a right to attend the EGM under the Articles of Association and other relevant documents. Each shareholder may participate in the EGM and exercise his voting rights in person or by an authorized proxy, including a proxy indicated by the Company, provided that prior notification of authorization of a proxy must be given to the Company in writing in accordance with article 30.4 of the Articles of Association and must be received by the Company by no later than the deadline for registration at the address set out below. Holders of the global depositary receipts (GDRs) issued in accordance with the prospectus of the Company dated 19 October 2006 (the „Prospectus”), who register in accordance with the instructions of the Depositary, may participate in the EGM and exercise voting rights as set out in the Prospectus in person or by an authorized proxy in accordance with the information and instructions provided by the Depositary.
Every ordinary share with €1 nominal value entitles its holder to one vote and every GDR represents 6 ordinary shares and entitles its holder to 6 votes. Registration of shareholders for the EGM will commence on the date hereof until January 22, 2010, 17:00 CET by advising the Company in accordance with article 30 of the Articles of Association at the following address:
A&D Pharma Holdings N.V.
Martinus Nijhofflaan 2
2624 ES DELFT
The Netherlands
Registration of GDR holders for the EGM will commence on the date hereof until January 15, 2010, 10:00 AM New York time by advising the Depositary in compliance with the instructions of the Depositary and in accordance with the terms and conditions as per the Prospectus at the following address:
Citibank, N.A. Shareholder Services
P.O. Box 43099
Providence, RI 02940-5000
United States of America
Information on the EGM will also be available via the Company’s website: www.adpharma.ro. Shareholders and GDR holders are advised that they should address all queries with respect to the EGM to the Company, attn Company Secretary, telephone +4021 301 7474 or +31 10 201 3600. GDR holders are advised that they should address all queries with respect to the EGM to the Depository, Citibank, N.A.- GDR Shareholder Services, telephone +1 877-248-4237. Delft (The Netherlands).
For further information, please visit www.adpharma.ro or contact:
A&D Pharma
Investor Relations
Claudiu Manolescu
Tel: +40 21 301 7474
[email protected]
A&D Pharma
Romanian Press Relations
Veronica Burlacu
Tel: +40 21 301 7474
[email protected]
Shared Value Limited
Investor & Media Relations
Nicolas Duperrier / Mark Walter
Tel. +44 (0)20 7321 5010
[email protected]
A&D Pharma Holdings N.V. is the Dutch holding company of A&D Pharma Holdings S.R.L., the leading pharmaceutical wholesale, marketing and sales services and retail business in Romania. Founded in 1994, the Group owns Romania’s leading pharmaceutical wholesale, sales and marketing services for CHC and Rx products network “Mediplus”, and Romania’s largest national branded chain of pharmacies “Sensiblu”.
The Group’s consolidated sales increased at a compound annual rate of 39% between 2003 and 2008, amounting to €501.5 million for the twelve months ended 31 December 2008. A&D Pharma’s shares have been traded in the form of Global Depositary Receipts (“GDRs”) on the regulated market of the London Stock Exchange since October 2006 under the symbol ‘ADPH’.
This release is not an offer for sale of the GDRs of A&D Pharma, or any other of its securities, in the United States or in any jurisdiction where any offer, sale or solicitation in respect of such securities is not permitted. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended, or in any jurisdiction where such offer or sale is not permitted.
Certain statements made in this release are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements.
This release should not be construed as the giving of advice or the making of a recommendation and should not be relied on as a basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, opinion or expectation expressed in this presentation and the past performance of the price of securities must not be relied upon as a guide to their future performance.
Read the article on Business Wire
Notice of EGM
LONDON–(BUSINESS WIRE)–
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Bucharest, Romania – January 6, 2010 – A&D Pharma Holdings N.V. (the “Group”, the “Company”, or “A&D Pharma”), the Dutch holding company that owns the largest integrated pharmaceutical wholesale, sales and marketing services, and retail business in Romania provides notification, in accordance with articles 24, 25, 26, 30 and 33 of the articles of association of the Company (the “ Articles of Association”), that an Extraordinary General Meeting of Shareholders of the Company (the “EGM”) is to be held on January 25, 2010 at Hilton Hotel, Amsterdam Airport Schiphol, Schipholboulevard 701, 1118 BN Schiphol Centrum in The Netherlands, at 14:00 CET. The EGM agenda is as follows:
1. Opening.
2. Taking note and confirmation that the EGM agrees with the appointment by the Board of Directors of Mr. Robert Popescu, as Chief Executive Officer of the Company, having full powers of representation for representing A&D Pharma in connection with the entering into and performance of the documents relating to the share acquisitions by the Company in Arishop Pharma AD and its subsidiary in Bulgaria, Ozone Laboratories Polska and Ozone Laboratories Polska Services in Poland, Ozone Laboratories Magyarorszag Kft. in Hungary, Ozone Laboratories Slovakia s.r.o. in Slovakia and Ozone Laboratories Czech Republic s.r.o. in the Czech Republic and any other agreements or documents contemplated thereby or in furtherance thereof and with possibility to delegate such power of representation to other persons.
3. Amendment of Article 15(2) of the Company’s Articles of Association.
Old text Article 15(2):
“The Board of directors may appoint one or more of the Executive Directors as Vice – Chairman of the Board of Directors for such period as the Board of Directors may decide. If the Chairman is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such duties of the Chairman entrusted to him by these articles of association as the Board of Directors may decide.”
Proposed amended Article 15(2):
“The Board of directors may appoint one or more of the Non-Executive Directors as Vice – Chairman of the Board of Directors for such period as the Board of Directors may decide. If the Chairman is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such duties of the Chairman entrusted to him by these articles of association as the Board of Directors may decide.”
4. Closing.
All documents prepared for the purpose of the EGM including the agenda, a shareholder circular containing draft resolutions and an explanation thereto, a description of the proxy-voting procedure through the proxy form provided by the Company, draft voting instructions, the form of proxy and other documents required by the applicable provisions of Dutch law and other relevant rules and regulations relating to the EGM (including the Dutch text, which prevails over the English translation, of the proposed amendments to the Company’s articles of association) will be:
made available to the registered shareholders via email; made available to the Global Depositary Receipt holders (the “GDR holders”) by Citibank N.A. (the “Depositary”); and made available for inspection by shareholders, GDR holders and others who have a right to attend the EGM as defined in the Articles of Association at: (i) the Company’s offices in The Netherlands in Delft, Martinus Nijhofflaan 2, 2624 ES; (ii) Citibank, N.A. Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000, U.S.A; (iii) the Company’s subsidiaries offices in Romania, A&D Pharma 133 Ciobanului St., Com. Mogosoaia, Ilfov county, Postal Code 077135, Romania; and (iv) the Company’s website.
In accordance with article 30 of the Articles of Association and subject as set out below, only shareholders and GDR holders have a right to attend the EGM. The term ‘shareholders’ also refers to others with a right to attend the EGM under the Articles of Association and other relevant documents. Each shareholder may participate in the EGM and exercise his voting rights in person or by an authorized proxy, including a proxy indicated by the Company, provided that prior notification of authorization of a proxy must be given to the Company in writing in accordance with article 30.4 of the Articles of Association and must be received by the Company by no later than the deadline for registration at the address set out below. Holders of the global depositary receipts (GDRs) issued in accordance with the prospectus of the Company dated 19 October 2006 (the „Prospectus”), who register in accordance with the instructions of the Depositary, may participate in the EGM and exercise voting rights as set out in the Prospectus in person or by an authorized proxy in accordance with the information and instructions provided by the Depositary.
Every ordinary share with €1 nominal value entitles its holder to one vote and every GDR represents 6 ordinary shares and entitles its holder to 6 votes. Registration of shareholders for the EGM will commence on the date hereof until January 22, 2010, 17:00 CET by advising the Company in accordance with article 30 of the Articles of Association at the following address:
A&D Pharma Holdings N.V.
Martinus Nijhofflaan 2
2624 ES DELFT
The Netherlands
Registration of GDR holders for the EGM will commence on the date hereof until January 15, 2010, 10:00 AM New York time by advising the Depositary in compliance with the instructions of the Depositary and in accordance with the terms and conditions as per the Prospectus at the following address:
Citibank, N.A. Shareholder Services
P.O. Box 43099
Providence, RI 02940-5000
United States of America
Information on the EGM will also be available via the Company’s website: www.adpharma.ro. Shareholders and GDR holders are advised that they should address all queries with respect to the EGM to the Company, attn Company Secretary, telephone +4021 301 7474 or +31 10 201 3600. GDR holders are advised that they should address all queries with respect to the EGM to the Depository, Citibank, N.A.- GDR Shareholder Services, telephone +1 877-248-4237. Delft (The Netherlands).
For further information, please visit www.adpharma.ro or contact:
A&D Pharma
Investor Relations
Claudiu Manolescu
Tel: +40 21 301 7474
[email protected]
A&D Pharma
Romanian Press Relations
Veronica Burlacu
Tel: +40 21 301 7474
[email protected]
Shared Value Limited
Investor & Media Relations
Nicolas Duperrier / Mark Walter
Tel. +44 (0)20 7321 5010
[email protected]
A&D Pharma Holdings N.V. is the Dutch holding company of A&D Pharma Holdings S.R.L., the leading pharmaceutical wholesale, marketing and sales services and retail business in Romania. Founded in 1994, the Group owns Romania’s leading pharmaceutical wholesale, sales and marketing services for CHC and Rx products network “Mediplus”, and Romania’s largest national branded chain of pharmacies “Sensiblu”.
The Group’s consolidated sales increased at a compound annual rate of 39% between 2003 and 2008, amounting to €501.5 million for the twelve months ended 31 December 2008. A&D Pharma’s shares have been traded in the form of Global Depositary Receipts (“GDRs”) on the regulated market of the London Stock Exchange since October 2006 under the symbol ‘ADPH’.
This release is not an offer for sale of the GDRs of A&D Pharma, or any other of its securities, in the United States or in any jurisdiction where any offer, sale or solicitation in respect of such securities is not permitted. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended, or in any jurisdiction where such offer or sale is not permitted.
Certain statements made in this release are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward looking statements.
This release should not be construed as the giving of advice or the making of a recommendation and should not be relied on as a basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, opinion or expectation expressed in this presentation and the past performance of the price of securities must not be relied upon as a guide to their future performance.
Read the article on Business Wire
