Antibiotice : Report of compliance with the BSE Corporate Governance Code 2016-01-06

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According to:

· Law no. 297/2004 amended and supplemented by the provisions of the Law 10/2015 and GEO 90/2014 and CNVM regulations issued for applying this law,

· National Securities Commission Regulation no. 1/2006 on issuers and securities transactions, amended by inserting the provisions of the ASF Regulation no. 13/2014

· Disposal of measures no. 26/20.12.2012,

· GEO no. 109/2011 on the corporate governance of public enterprises,

· Law no. 31/1990 republished, with all subsequent amendments,

Report date: 05.01.2016

Name of issuing entity: Antibiotice SA

Registered office: Iaşi, 1 ValeaLupuluiSt., postal code 707410,http://www.antibiotice.ro

E-mail:[e-mail]

Phone/fax no: 0232 209000 / 0372 065 633

Unique Registration Code in the Trade Register Office:RO1973096

Number of order in the Trade Register: J22/285/1991

Subscribed and paid-up capital: 67,133,804lei

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

Significant event to be reported:

Stage of compliance with the BSE Corporate Governance Code

The principles and recommendations of the Corporate Governance Code of Bucharest Stock Exchange (CGC - BSE) underpin the meeting of the good corporate governance standards.

Antibiotice believes that the corporate governance represents an important instrument for achieving the performance, in terms of sustainable development, ensuring the accuracy and transparency of the company's decision-making process, through the equal access of all shareholders to the relevant information about the company. The governance system is in accordance with the provisions of Law297/2004 republished and CNVM regulations issued for applying this law, with Law 31/1990 republished, with all subsequent amendments, CNVM Regulation no. 6/2009, BSE Code, BSE Corporate Governance Code and the Company's Articles of Incorporation.

Annex 1: Stage of compliance with the provisions of the new BSE Corporate Governance Code at December 31, 2015

CEO, Financial Director

ec. Ioan NANI ec. Paula-Luminita COMAN

Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES / NO
Section A - Responsibilities
			NO
	A.1. All companies should have internal regulation of the Board which includes terms of reference /responsibilities for Board and key management functions of the company, applying, among others, the General Principles of Section A.
	A.2. Provisions for the management of conflict of interest should be included in Board regulation		NO
	A.3. The Board should have at least five members.		YES
	A.4. The majority of the members of the Board should be non-executive. Not less than two non-executive members of the Board should
	be independent, in the case of Premium Tier Companies. Each member of the Board should sumbita declaration that he/she is
	independent at the moment of his/her nomination for election or re-election, as well as when any change in his/her status arises, by		YES
	demonstrating the ground on which he/she is considered independent in character and judgementin practice.
	A.5. A Board member's other relatively permanent professional commitments and engagements, including executive and non-executive Board positions in companies and not-for-profit institutions, should be disclosed to shareholders and to potential investors before
	appointment and during his/her mandate.		YES
	A.6. Any member of the Board should submit to the Board, information on any relationship with a shareholder who holds directly or		YES
	indirectly, shares representing more than 5% of all voting rights.

1Annex contains the main provisions of the Code. For the full text of the Code, please consult the BSE website.

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Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES / NO
	A.7. The company should appoint a Board secretary responsible for supporting the work of the Board.		YES
	A.8. The corporate governance statement should inform on whether an evaluation of the Board has taken place under the leadership
	of the chairman or the nomination committee and, if it has, summarize key action points and changes resulting from it. The company		NO
	should have a policy/guidance regarding the evaluation of the Board containing the purpose, criteria and frequency of the evaluation process.
	A.9. The corporate governance statement should contain information on the number of meetings of the Board and committees during
	the past year, attendance by directors (in person and in absentia) and a report of the Board and committees on their activities.		YES
	A.10. The corporategovernance statement should contain information on the precisenumber of independent members of the Board.		YES
	A.11. The Board of Premium Tier companies should set up a nomination committee formed of non-executives, which will lead the
	process for Board appointments and make recommendations to the Board. The majority of the members of the Nomination Committee		YES
	should be independent.
SectionB - Risk management and internal control system
	B.1. The Boardshould set up an audit committee and at least one member should be an independent non-executive.		partial
	In the case of Premium Tier companies, the audit committee should be composed of at least three members and the majority of the
	audit committee should be independent.
	B.2. The Audit Committee should be chaired by an independent non-executive member.		YES
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Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES/ NO
	B.3. Among its responsibilities, the Audit Committee should undertake an annual assessment of the internal control system.		YES
	B.4. The assessment should consider the effectiveness and scope of the internal audit function, the adequacy of risk management
	and internal control reports to the audit committee of the Board, management's responsiveness and effectiveness in dealing with		YES
	identified internal control failings or weaknesses and their submission of relevant reports to the Board.
	B.5. The Audit Committee should reviewconflicts of interests in transactions of the company and its subsidiaries with related parties.		NO
	părțileafiliate.
	B.6. The Audit Committee should evaluate the efficiency of the internal control system and risk management system.		YES
	B.7. The Audit Committee should monitor the application of statutory and generally accepted standards of internal auditing.		YES
	The Audit Committee should receive and evaluate the reports of the internal audit team.
	B.8. Whenever the Code mentions reviews or analysis to be exercised by the Audit Committee, these should be followed by cyclical		YES
	(at least annual) or ad-hoc reports to be submitted to the Board afterwards.
	B.9. No shareholder may be given undue preference over other shareholders with regard to transactions and agreements made by the		YES
	company with shareholders and their related parties.
	B.10. The Board should adopt a policy ensuring that any transaction of the company with any of the companies with which it has
	close relations, that is equal to or more than 5% of the net assets of the company (as stated in the latest financial report), should be		YES
	approved by the Board following an obligatory opinion of the Board's Audit Committee.
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Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES/ NO
	B.11. The internal audits should be carried out by a separate structural division (internal audit department) within the company or		YES
	by retaining an independent third-party entity.
	B.12. To ensure the fulfilmentof the core functions of the internal audit department, it should report functionally to the Bordvia the
	Audit Committee. For administrative purposes and in the scope related to the obligations of the management to monitor and mitigate		YES
	Risks, it should report directly to the chief executive officer.
SectionC - Fair rewards and motivation
	C.1. The company should publish a remuneration policy on its website and include in its annual report a remuneration statement on
	the implementation of this policy during the annual period under review.		YES
	Any essential change of the remuneration policy should be published on the corporate website in a timely fashion.
SectionD - Building value through investor relations
	D.1. The company should have an Investor Relations function - indicated, by person(s) responsible or an organizational unit, to the
	general public. In addition to information required by legal provisions, the company should include on its corporate website a dedicated
	Investor Relations section, both in Romanian and English, with all relevant information of interest for investors, including:
	interespentruinvestitori, inclusiv:
	D.1.1. Principal corporate regulations: the articles of association, general shareholders' meeting procedures;		YES
	D.1.2. Professional CVs of the members of its governing bodies, a Board member's other professional commitments, including executive
	and non-executive Board positions in companies and not-for-profit institutions;
	D.1.3. Current reports and periodic reports (quarterly, semi-annual and annual reports);
	D.1.4. Information related to general meetings of shareholders;
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Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES/ NO
	D.1.5. Information on corporate events;
	D.1.6. The name and contact data of a person who should be able to provide knowledgeable information on request;
	D.1.7. Corporate presentations (e.g. IR presentations, quarterly results presentations, etc.), financial statements (quarterly, semi-
	annual, annual), auditor reports and annual reports.
	D.2. A company should have an annual cash distribution or dividend policy. The annual cash distribution or dividend policy principles		YES
	should be published on the corporate website .
	D.3. A company should have adopted a policy with respect to forecasts, whether they are distributed or not. The forecast policy		YES
	should be published on the corporate website .
	D.4. The rules of general meetings of shareholders should not restrict the participation of shareholders in general meetings and the		YES
	exercising of their rights. Amendments of the rules should take effect at the earliest as of the next general meeting of shareholders.
	D.5. The external auditors should attend the shareholdes'smeetings when their reports are presented there.		YES
	D.6. The Board should present to the annual general meeting of shareholders a brief assessment of the internal controls and		YES
	significant risk management system, as well as opinions on issues subject to resolution at the general meeting.
	D.7. Any professional, consultant, expert or financial analyst may participate in the shareholders' meeting upon prior invitation from
	the Chairman of the Board. Accredited journalists may also participate in the general meeting of shareholders, unless the Chairman of		YES
	the Board decides otherwise.

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Annex 1

Stage of compliance with the provisions of the new BSE 1 Corporate Governance Code at December 31, 2015			Compliance
			YES / NO
	D.8. The quarterly and semi-annual financial reports should include information in both Romanian and English regarding the key drivers
	influencing the change in sales, operating profit, net profit and other relevant financial indicators, both on quarter-on-quarter and		YES
	year-on-year terms.
	D.9. A company should organize at least two meetings /conference calls with analysts and investors each year. The information		YES
	presented on these occasions should be published in the IR section of the company website at the time of meetings/conference calls.
	D.10. If a company supports various forms of artistic and cultural expression, sport activities, educational or scientific activities, and
	considers the resulting impact on the innovativeness and competitiveness of the company part of its business mission and development		YES
	strategy, it should publish the policy guiding its activity in this area.

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