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Santierul Naval Orsova S.A.

AGM Information Apr 1, 2024

2348_iss_2024-04-01_66983b15-5bdd-44e5-baba-8b5beeaab916.pdf

AGM Information

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ŞANTIERUL NAVAL ORŞOVA S.A. Nr. RC J25/150/1991 CIF: RO 1614734 Capital social: - subscris 28.557.297,5 lei - varsat 28.557.297,5 lei Str. Tufări, nr. 4, Orşova, 225200, Mehedinţi Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648 E-mail: [email protected]; [email protected] Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79 Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orşova Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orşova

TO :

THE STOCK EXCHANGE BUCHAREST – Department of Operations Issuers of Regulated Markets FINANCIAL MONITORING AUTHORITY – Department of Financial Instruments and Investments

CURRENT REPORT

ACCORDING TO THE LAW NO. 24/2017 AND TO THE ASF REGULATION NO. 5/2018 Concerning the issuers of financial instruments and market operations

Report date: 01 APRIL 2024

- Name of the trading company: ŞANTIERUL NAVAL ORŞOVA S.A.;

- Registered office: 4, TUFĂRI Street, ORŞOVA, MEHEDINŢI County;

- Telephone/fax:0252/362399 0252/360648;

- Single registration code issued by the Trade Register: RO 1614734;

- Registered number with the Trade Register's Office: J25/150/03.04.1991;

- Code Lei: 254900UXAJ8TPIKLXG79

- Subscribed and paid in share capital: 28,557,297.5 Lei

- Number of shares: 11.422.919 common shares, of 2,5 lei each;

- Regulated market where the issued securities are traded: Bucharest Stock Exchange-category Standard (symbol: SNO)

IMPORTANT EVENT TO REPORT: Completing the agenda of the Ordinary General Meeting of Shareholders convened for 22/23.04.2024

Considering the fact that the company SEA CONTAINER SERVICES S.R.L., based in Constanta, Port Premises, Lot B1, Production Hall-C1, Administrative Building -C2 and concrete platform -C3, Constanta county, CUI 13233113, registered at the Trade Registry Office under no. J13/1384/2000, legally represented by Administrator Mr. Ion Dumitru, as a shareholder of the company SANTIERUL NAVAL ORSOVA S.A., by holding a number of 5,711,441 shares with a nominal value of 2.50 lei each, representing 49.9998% of the total social capital of the company, in accordance with the provisions of art. 117^1 of Law no. 31/1990 republished in 2004, with subsequent amendments and additions and with art. 105 paragraph (3) letter a) of Law no. 24/ 2017 regarding issuers of financial instruments and market operations, requested, through address no. 557/27.03.2024 and registered at the company Santierul Naval Orsova S.A. under no. 761/27.03.2024, completing the agenda of the Ordinary General Meeting of Shareholders convened by the company Santierul Naval Orsova S.A. for the date of 22/23.04.2024, with an additional point, thus: "Approval of the form of the administration contract to be concluded with the members of the Board of Administration.",

The board of directors of the company ŞANTIERUL NAVAL ORŞOVA S.A., with its main office in the Municipality of Orșova, Tufări street, no. 4, registered at the ORC of Mehedinți County under no. J25/150/1991, C.U.I. RO1614734, completes the Agenda of the Ordinary General Meeting of Shareholders convened for 22/23.04.2024, 10.00 a.m., published in the Official Gazette no. 1290 of 14.03.2024, in the newspaper Bursa no. 50 of 14.03. 2024, in the Datina newspaper no. 9535 of 14.03.2023 and on the company's website - www.snorsova.ro, with point 18 (following the points from the initial announcement).

The agenda will be the following:

    1. Election of the meeting secretariat consisting of three members, respectively Mrs. Maria Carstoiu, Mrs. Carmen Incă and Mr. Horia Ciorecan, shareholders with identification data available at the company's headquarters, in charge of verifying the presence of shareholders, fulfilling the formalities required by law and the constitutive act for holding the general assembly, counting the votes cast during the general assembly meeting and drawing up the minutes of the meeting;
    1. Presentation of the report on the results of the revaluation of tangible assets from the ship group. Approval of recording the differences from the revaluation in the net amount of 269,048.14 lei in the accounting records on 12.31.2023;
    1. Presentation, discussion and approval of the annual financial statements, related to the financial year 2023, drawn up in accordance with the International Financial Reporting Standards, based on the Management Report of the Board of Directors and the Report of the statutory financial auditor;
    1. The approval that the amount of 1,367,084.18 lei be used to cover the net accounting loss from the carried forward result, representing the surplus made from revaluation reserves;
    1. Approval of the distribution of the net profit achieved in 2023. The Board of Directors proposes that the net profit in the amount of 3,453,687.23 lei be distributed to the following destinations:
  • 2,848,032.44 lei to cover the net accounting loss
  • 605,654.79 lei as own source of financing;
    1. Approval of the Revenue and Expenditure Budget and the investment program for the year 2024, according to the administrators' proposal;
    1. Presentation and submission for approval of the Remuneration Report for the 2023 financial year;
    1. Discharge of administrators for the 2023 financial year;
    1. Election of the members of the Board of Administration, for a 4-year mandate for a 4-year term that will start on 23.04.2024, with the application of the cumulative vote method;
    1. Discharge of administrators who were not reconfirmed by cumulative vote in the new Board of Directors for the activity carried out in the financial year of 2024;
    1. Approval of the fixed remuneration due to administrators for the financial year 2024, according to art. 19 (2) of the Constitutive Act, at the level approved by the shareholders for the financial year 2023;
    1. Approval of the conclusion of the Administration Contract with the members of the Board of Administration;
    1. Approval of performance indicators and objectives for the financial year 2024, annex to the administration and mandate contract;
    1. Appointment of Mr. Mircea Ion Sperdea for signing the Administration Contract with the members of the Board of Directors, as a conventional representative on behalf of the company;
  • Approval of making in the financial year 2024 the accounting registration under "revenues" of dividends not collected for more than 3 years from the due date, for which the right to the dividend is extinguished by prescription, respectively the dividends related to the financial year 2019 existing in the balance as unpaid on 31.12.2023, in the amount of 67,446.42 lei;

  • Approval of the date of July 2, 2024 as the registration date and of the ex-date of July 1, 2024 for the identification of the shareholders affected by the decision of the Ordinary General Meeting of Shareholders;

  • The authorization of Mr. Mircea Ion Sperdea, general manager of the company, to sign the decision of the ordinary general meeting of shareholders (AGMA) and any other documents necessary to implement the AGMA decision and to carry out the formalities of its publication and registration.

  • Approval of the form of the administration contract to be concluded with the members of the Board of Administration

The completed agenda of the Ordinary General Meeting of Shareholders, the special power of attorney model, the mail ballot forms as well as the A.G.O.A. resolution drafts. for the newly introduced points, they can be consulted on the company's website - www.snorsova.ro and/or at the company's headquarters. The other provisions regarding the organization and conduct of the Ordinary General Meeting of Shareholders, included in the initial Notice, remain unchanged.

General Manager, Eng. Mircea Ion Sperdea

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