Pre-Annual General Meeting Information • Mar 23, 2018
Pre-Annual General Meeting Information
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TURBOMECANICA s.A. 20 REGIST FE Nr. ..... [.,n" .Yli,r,
Bd. Iuliu Maniu Nr. 244 District 6 Zip Code 061 126 Buchar€st - Romania Tel .: (+4) 021 434 32 06i (+4) 021 434 0j 4t Fax: (+4) 02t 434 07 94 European Unique ldeDtifier (EUtD) ROONRC.J40i5J3/1991 Commerce Registry Code J40l533/l 991 Tax Code RO3l56315 Unique Registration Cod€ 3156315 Subscribed share fulty paid capital 36,944,2,17.S0 RON www.turbo mecanrca.ro ; e-mail: tu rbomeca nlca.ro
The Board of Directors of the company TURBoMECANICA s.A., with headquarters in Bucharest Bd IuliuManiunr244 sector 6 incorporated under no l4}l533llggl, CUI 3156315, in accordance with the provisions of the Law no 31/1990 as republished with subsequenr modification and amendments and of the Law no. 24l2\l7 , gathered on 2 L03.20 I 8 has decided to call on 26.04.2018 hour I I in the Protocol Hall ofTurbomecanica SA located in Bucharest Bd Iuliu Maniu no.244 sector 6 THE ORDINARY GENERAL MEETING oF SHAREHODLERS registered in the shareholders' registry at the end ofthe day of 14.04.201g.
The ordinary general meeting will have the following agenda:
In case at the first call the legal conditions lor the quorum are not being fulfilled. the ordinarv general meeting of shareholders .and the extraordinaiy general meeting ot.r,*"r,ora.r. ;iill again convened for 27.04.2019 hours l l in the same pta'ce with ttre.uir" ug.nar. - ---"
The shareholders registered at the reference date 14.04.2018 may participate to the general meeting directly or may be represented at the meeting either b), their legal representatives or ' 1.r othtr representatir c's uho uere granted a spccial or genelal prru cr-of-allorncr'. undcr thc corditions ofart. 92 para 19 olLaw no.2412017 on financial inslruments issuers and market orrL'rations -l hc mininrrrnr content of the pou'er-ol'-attornev is as per arl. 15 ()f'Regulation no. 6/2009 issued by CNVM. The preprinted form of the special power-of-attorney. in Romanian and English language, may be obtained upon request liom the company's headquarters or it can be dorvnloaded from the web site www.turbomecanica.ro, starting with the date of 26.03.2018.
'l hc shareholders may grant a general power-of-attomev valid fbr a period which rlill not exceed 3 years, allowing its representative to vote in all aspects under debate in the general meetings of shareholders of one or several companies identitied in the power-of'-attomey, including with regard to dispositive documents. givcn that the power-of-attomey is granted by the shareholder. as a client. to an agent defined as per the provisions ofthe Lau,no 2412017 on financial instruments issuers and market operations, or to a lawyer.
The shareholders may not be represented in the general meetings of shareholders based on a general power-o1'-attorney by a person fbund in a situation of conflict of interests that may occur espceialll in orre ol-the lollorring cascs:
a) hc/she is a majority sharcholder olthe company ol another entity controlled by thc respcctive shareholder:
h) he/she is a member of a body of administration. management or surveillance of the company. o1'a majoritl shareholder or an entitl' controlled as per those providcd at letler a);
c) lrcishc is an cniployee or auditor ol thc company or of a majority sharel.rolder or an entit) controlled as per those provided at letter a)i
d) he/she is the husband, relative or attnitive up to the fourth degree including ol'one ofthe natural pcrsons provided at letters a)-c).
Thc proxl may not be substituted by another person. If the proxy is a legal entity, it may ercrcist' it nrandale b1 rreans of anr, person rl'ho is a part of the administration or managemenl body or of its employees.
The deadline lirr submitting the powers-of'-atlomey is 24.04.2018. I I a.m. hours. One sigted copy of the power-of-attomey, containing the mention of conformity with the original, signed by the representative (in Romanian or English tanguage) together with a copy of the identity card or the registration ce(iticate ofthe represented shareholder will be submitted at the company's headquarters in Bucharest. Bd luliu Maniu no 244. District 6. or may'' be sent via e-mail with the extended electronic signature at the email address [email protected]. Certified copies of the powers of attomey are withheld by the Company this being mentioned in the minutes of the shareholders' meeting.
The shareholders may empower a credit institution which provides custodian services on the basis of a special power olattomey drafted under CNVM Rules no. 6i2009 and signed by the respective shareholder which shall be delivered together with a statement given on its own responsibility of the custodian institution which w'as so empowered where it shall be mentioned that:
i) the credit institutions provides custodian sen'ices lor the respective shareholder;
ii) the instructions fiom the special power of attorney- are identical with the instructions received through the SWIFT message received by the credit institutions in order to vote in the name of that shareholder;
iii) the special power of attomey is signed by the respective shareholder.
The Special Power of attomey and the statement mentioned above shall be submitted at the Company's headquarters from Bucharest, Bd Iuliu Maniu no 244, District 6,, in original, signed and if applicable, stamped. or they can be sent by email with extended electronic signature attached at offlcefi)turbomecan rca.ro.
The shareholders registered on the reference date in the shareholders registry have the possibility to yote b), correspondence. before the General Meeting of Shareholders. by using the preprinted form of correspondence vote, in Romanian or English language. The preprinted form of correspondence yote signed, in original, or bearing the extended electronic signature, together with a copy of the identity card or the registration certificate of the shareholder, will be sent in original to its
t
headquarters until24.04.2018, up to 1 I a.m. hours. Under the provisions of art 92 para 20 ofthe Law no 2412017 in case a shareholder whom has expressed its vote by correspondence participares personally or by proxy in the general meeting, the correspondence vote expressed for that general meeting will be annulled, being considered only the personal or by proxy expressed vote.
Legal entities shareholders shall evidence the legal representative quality by a certificate issued by the trade registry presented in original or certified copy or any other document in original or certified copy issued by the competent authority in the state where the shareholder is duly registered which mentions the quality as legal representative. The documents in this respect shall be issued with maximum 3 months before 26.04.2018.
The documents which attest the quality oflegal representative drafted in a foreign language other than English Language shall be accompanied by a translation, by an authorized translator" in Romanian or English language. without other additional formalities.
The documents. materials regarding the agenda, drali decision and , the correspondence vote form. available in both English and Romanian languages shalt be at the shareholders' disposal staning with 26.03.2018, 10 a.m. hours, at Company's headquarters in Bucharest. Bd Iuliu Maniu no 244. District 6. at company's secretariat during business days and on the website o the Company www.turbomecanica.ro.
The shareholders holding individually orjointly at least 5% ofthe social capital has/have the right:
(i) to insert new items on the agenda ofthe Ordinary General Meeting ofshareholders. provided that each item is accompanied by ajustilication or a draft decision proposed to be adopted by the general meeting; and
(ii) to submit draft decision for the items included or proposed to be included on the agenda olthe general meeting.
These rights may be exercised in writing until 10.04.2018. 'Ihe company's shareholders may raise questions, in writing, conceming the items on the agentla. and they must be submitted at the company's headquarters together wilh copies ol the documents alior.ring the identitication ofthe shareholder unril 22.04.2018. l5 hours.
President of the Board of Directors -a- tZ- \ U s
Pagina 3 din 3
lruHBo MECANICA S.A R EG ISTR i rESIA L\$ ENr Luna z,;" &\ #\z ATU RA ts6.6'
Bd. Iuliu Maniu Nr. 244 District 6 Zip Code 061126 Bucharest - Romaria Tel .: (+4)021 134 32 O6i O4)021 434 07 4l Fax: (+4)021 4340794 European Unique ldentifier (EUID) ROONRC.J40/533/1991 Commerce Registry Code J40l533/1991 Tax Code RO3l56315 Unique Registration Code 3156315 Subscribed share fully paid capital 36,944,247.50 RON www.turbomecanlca.ro e-mail: officeatu mecantca.ro
No.02 of 21.03.2018
The current report in conformity with art 113 para. A letter a) ofNSC Regulation no. l/2006 Date ofthe report: 21.03.2018 Name of issuer entity: TURBOMECANICA S.A. Registered Office: Bucharest Bd iuliu Maniu no. 244 District 6 Tel.: (+4) 021 4343206; (+4)021 434 07 41 Fax: (+4)021 43407 94 Trade Register Office Unique Registration Code RO 3156315 Trade Register Number J40l533/ I 99 I Social Capital subscribed and paid 36,944.247,50 lei Regulated market where the issued receivables are traded: Bucharest Stock Exchange Capital Titles, Shares
The Board of Directors of the company TURBOMECANICA s.A., with headquarters in Bucharest Bd Iuliu Maniu nr 244 sector 6 incorporated und er no J40/53311991 , CUI 3 I 563 I 5. in accordance with the provisions of the Law no 3ll1990 as republished with subsequent modification and amendments and ofthe Law no.24/2017, gathered on 21.03.201g has decided to call on 26.04.2018 hour I I in the Protocol Hall ofTurbomecanica SA located in Bucharest Bd Iuliu Maniu no.244 sector 6 THE ORDINARY GENERAL MEETING oF SHAREHODLERS registered in the shareholders, registry at the end ofthe day of 14.04.201g.
The ordinary general meeting will have the following agenda:
In case atthe first call the legal conditions for the quorum are notbeing fulfilled, the ordinary general meeting ol shareholders and the extraordinary general meeting of shareholders shall be again convened for 27.04.2018 hours 1l in the same place with the same agenda.
The shareholders registered at the reference date 14.04.2018 may participate to the general meeting directly or may be represented at the meeting either by their legal representatives or by other representatives who were granted a special or general power-of-attorney, under the conditions of ert. 92 para I 9 of Law no. 2412017 on financial instruments issuers and market operations. The minimum content of the power-of-attomey is as per art. l5 of Regulation no. 6/2009 issued by CNVM. The preprinted form ofthe special power-of-attorney, in Romanian and English language, may be obtained upon request from the company's headquarters or it can be downloaded from the web site www.turbomecanica.ro, starting with the date of 26.03.2018.
The shareholders may grant a general power-of-attomey valid for a period which will not exceed 3 years, allowing its representative to vote in all aspects under debate in the general meetings of shareholders of one or several companies identified in the power-of-attomey, including with regard to dispositive documents, given that the power-of-attomey is granted by the shareholder, as a client, to an agent defined as per the provisions of the Law no 2412017 on financial instruments issuers and market operations, or to a lawyer.
The shareholders may not be represented in the general meetings ol shareholders based on a general power-of-attomey by a person found in a situation of conflict ofinterests that may occur especially in one of the following cases:
a) he/she is a majority shareholder ofthe company or another entity controlled by the respective shareholder;
b) he/she is a member of a body of administration, management or surveillance of the company. of a majority shareholder or an entity controlled as per those provided at letter a);
c) he/she is an employee or auditor of the company or of a majority shareholder or an entity controlled as per those provided at letter a);
d) he/she is the husband, relative or affinitive up to the fourth degree including of one of the natural persons provided at letters a)-c).
The proxy may not be substituted by another person. Ifthe proxy is a legal entity, it may exercise it mandate by means of any person who is a part of the administration or management body or of its employees.
The deadline for submitting the powers-of-attomey is 24.04.201 g, I 1 a.m. hours. one signed copy of the power-of-attomey, containing the mention of conformity with the original. signed by the representative (in Romanian or English language) together with a copy ofthe identity card or the registration certificate of the represented shareholder will be submitted at the company's headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6, or may be sent via e-mail with the extended electronic signature at the email address [email protected]. Certified copies of the powers of attomey are withheld by the Company this being mentioned in the minutes of the shareholders' meeting.
The shareholders may empower a credit institution which provides custodian services on the basis ofa special power of attomey drafted under cNVM Rules no.6/2009 and signed by the respective shareholder which shall be delivered together with a statement given on its own responsibility of the custodian institution which was so empowered where it shall be mentioned that:
i) the credit institutions provides custodian services for the respective shareholder;
ii) the instructions from the special power of attomey are identical with the instructions received through the SWIFT message received by the credit institutions in order to vote in the name of that shareholder;
iii) the special power of attomey is signed by the respective shareholder.
The Special Power of attorney and the statement mentioned above shall be submitted at the Company's headquarters fiom Bucharest, Bd Iuliu Maniu no 244, District 6,, in original, signed and if applicable, stamped, or they can be sent by email with extended electronic signature attached at offi ce@turbomecani ca. ro.
The shareholders registered on the reference date in the shareholders registry have the possibility to vote by correspondence, before the General Meeting of Shareholders, by using the preprinted form of correspondence vote, in Romanian or English language. The preprintei form of correspondence vote signed, in original, or bearing the extended erectronic silnature, together with a copy of the identity card or the registration certificate ofthe shareholder, will be sent in original to its headquarters until 24.04.201g, up to I 1 a.m. hours. Under the provisions of art 92 para 20 of the Law no 2412017 in case a shareholder whom has expressed its vote by correspondence participates personally or by proxy in the general meeting , the correspondence
vote expressed for that general meeting will be annulled, being considered only the personal or by proxy expressed vote.
Legal entities shareholders shall evidence the legal representative quality by a certificate issued by the trade registry presented in original or ce(ified copy or any other document in original or ce(ified copy issued by the competent authority in the state where the shareholder is duly registered which mentions the quality as legal representative. The documents in this respect shall be issued with maximum 3 months before 26.04.2018.
The documents which attest the quality oflegal representative drafted in a foreign language other than English Language shall be accompanied by a translation, by an authorized translator, in Romanian or English language, without other additional formalities.
The documents, materials regarding the agenda, draft decision and , the correspondence vote form, available in both English and Romanian languages shall be at the shareholders' disposal starting with 26.03.2018, l0 a.m. hours, at Company's headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6, at Company's secretariat during business days and on the website o the Company www.turbomecani ca.ro.
The shareholders holding individually orjointly at least 5% ofthe social capital has/have the right: (i) to insert new items on the agenda of the Ordinary General Meeting of Shareholders, provided that each item is accompanied by ajustification or a draft decision proposed to be adopted by the general meeting; and
(ii) to submit draft decision for the items included or proposed to be included on the agenda ofthe general meeting.
These rights may be exercised in writing until 10.04.2018.
The company's shareholders may raise questions, in writing, conceming the items on the agenda, and they must be submitted at the company's headquarters together with copies ofthe documents allowing the identification of the shareholder until22.04.2018, 15 hours.
President nf the board of Directors \^r._F- (-_ S,A, 1 r!.e @ s
URBOMECANICA S.A. REG IST /ESlnE Nr ,018.,n" i\$F: ...... r'r" .LJ.
Bd. llliu Maniu Nr. 244 Sector 6 Cod Poital 061126 Bucuregti - Romaris Tel.: (+4) 021 434 32 06; (+4) 021 434 014l Fax: 1+4; 621 434 07 94 Identificator llnic la Nirel l.uropean (Etill)): R(X)N RC..ll0/53i/ 199 | Cod Registrul Comenului J40/533/1991 Cod Fiscal RO3l56315 Cod Unic de inregistrare 3156315 Crpital Social subscris integral virsat 36.944.247,50 RON \"r4 r.tu rhomecanica.r0 e-mail: offi ref4-ttu rbonrecar ica.rrr
In the Board of Directors' meeting of 21 .03.201 8 for approval of the financial situations for the fiscal year 2017 the Board of Directors ofTurbomecanica SA has decided to propose to the Ordinary General meeting of shareholders the following distribution for the net profit related to the fiscal yeat 2017 in value of 13,650.921 .3 7 lei as follows::
| 1. Legal reserves of a total value of | 233,042.37 lei | |
|---|---|---|
| 2. Other reserves – distribution of the profit for which | ||
| a tax exemption was granted, less the part afferent | ||
| to the legal reserve as it was distributed the amount of | ||
| 2,849,325.83 lei, for year 2016 under the provisions of | ||
| Art.22 para. (5) of the Law 227/2015 on Fiscal Code, | ||
| amounting to: | 883,581.75 lei | |
| 3. Covering the losses for previous years, | ||
| amounting to: | 3,593,789.35 lei | |
| 4. | Gross total dividend distribution, amounting to | 8,940,507.90 lei, |
| representing a gross amount of 0,0242 lei/share |
Also, it is proposed that the time limit for dividend payment to be of maximum 6 months form the date of their approval under the applicable legal provisions.
| PRESIDENT OF THE BOARD OF DIRECTORS GENERAL MANAGER |
|---|
| Eng. Radu Viehmann |
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