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Turbomecanica S.A.

AGM Information Apr 29, 2022

2324_iss_2022-04-29_69d8f32f-ed14-422c-95cc-fc6562faadad.pdf

AGM Information

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Bd. Iuliu Maniu Nr. 244 District 6 Zip Code 061126 Bucharest - Romania Tel .: (+4) 021 434 32 06; (+4) 021 434 07 41 Fax: (+4) 021 434 07 94 European Unique Identifier (EUID) ROONRC.J40/533/1991 Commerce Registry Code J40/533/1991 Tax Code RO3156315 Unique Registration Code 3156315 Subscribed share fully paid capital 36,944,247.50 RON www.turbomecanica.ro; e-mail: [email protected]

CURRENT REPORT no. 8/28.04.2022

Current report under the provisions of art. 77 et seq of the Law no 24/2017 and of ASF Regulation no 5/2018

Date of the report 28 April 2022 Name of the issuing entity: TURBOMECANICA SA Headquarters: B-dul. Iuliu Maniu nr. 244, sector 6 Tel.: (+4) 021 434 32 06; (+4) 021 434 07 41 Fax: (+4) 021 434 07 94 European Unique Identifier (EUID) ROONRC.J40/533/1991 Trade Registry registration number J40/533/1991 Unique Registration Code 3156315 Subscribed share fully paid capital 36,944,247.50 RON

The regulated market by which the issued transferable securities are traded: Bursa de Valori Bucuresti, Titluri de capital –Standard Category

I. Important events to be reported:

THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS registered in the Company's shareholders' registry as of 15.04.2022, summoned for 28.04.2022, hours 11.00 according to the provisions of Law no 31/1990 on companies as republished and further modified and of the Law no. 24/2017, at the Assembly Room of the Company "Turbomecanica" S.A., situated in Bucharest, 244 Iuliu Maniu, district 6, having met the presence quorum under the Statutes of the Company for the first call in the meeting of 28.04.2022 being present shareholders representing 58,2835% of the share capital being present 8 shareholders in person. None of the shareholders have sent their correspondence ballot votes or power of attorney in the time limit provided in the Call in compliance with the recommendations of ASF Rules no 5/2020. The resolutions at points 1, 3,4,5,6 were adopted with unanimity of the present shareholders; the Decision at point 2 pf the Agenda as regards the discharge of liability of the directors to which the Board members present have abstained i.e. 2 shareholders holding 152.372,676 shares, representing 41,24 % of the share capital of the Company and the decisions at points 7,8,9 were

The ordinary general meeting debated the issues on the agenda as it results from these mentioned in the minutes of the meeting and has adopted the decision no 1/28.04.2022 for all the 10 points on the agenda as follows:

adopted with the majority one shareholder holding 3.381.000 shares representing 0,9151 % share

capital abstaining.

  1. Approval of the financial situation of 2021, of the Board of Directors' Management report for the financial year of 2021 and of the of the Financial Auditor Report on the financial situations of 2021;

  2. Approval by the majority of the votes, the shareholders members of the Board of directors abstaining from vote under art. 126 para. (1) of the Law no. 31/1990, of the release of liability of the Board members for the year 2021;

  3. Approval of the partial distribution of "other reserves" account for closing the debit balance of the carried forward result.

  4. Approval of the income and expenses budget and of the investment plan for year 2022;

  5. Approval of the remuneration report as per the conditions provided in art 107 of the Law. No 24/2017

  6. Approval of the Board of Directors' proposal for year 2021 net profit distribution in the amount of 11,749,227.44 lei, which will be distributed as follows:

a) Covering the accounting losses from the previous years, according to the Companies Law 31/1990, republished, amounting to 1,644,971.32 lei;

b) Distribution of dividends in total gross value, of 10,104,256.12 lei

The value of the gross dividend to be paid is 0.02735 lei / share, representing the gross dividend for the shareholders registered in the Register of Shareholders on the registration date 12.10.2022.

The dividend tax will be calculated and withheld by the Company and paid to the state budget in accordance with the applicable legal provisions.

The payment of net dividends will be made to the shareholders starting with the payment date 26.10.2022, the calendar date on which the distribution of dividends related to the shares of TURBOMECANICA SA, as established by the Decision of the Ordinary General Meeting of Shareholders, becomes certain.

The payment methods and the procedures corresponding to the payment of dividends will be brought to the notice of the shareholders through a subsequent notice.

  1. Approval by the majority of the votes of the registration date for the purpose of identifying the shareholders for whom the decision of the general meeting of shareholders produces effects, being proposed the date of 12.10.2022.

  2. Establishing by the majority of the votes the date of 11.10.2022 as ,,ex date", the calendar day from which the shares issued by TURBOMECANICA S.A., object of the Decisions of the ordinary general meeting of Shareholders are to be traded without the r ights deriving out of that decision;

  3. Establishing by the majority of the votes the date of 26.10.2022 as payment date i.e. the calendar day on which the dividend distribution related to the shares of TURBOMECANICA S.A., as set under the OGMS decision becomes sure.

  4. Empowering the President of the Board of Directors to sign the minutes and the decision of the -ordinary general meeting of shareholders and the company's legal counsellor to fulfill the formalities necessary for registering it with the Trade Registry Office and for publishing the decision of the ordinary general meeting of shareholders in the Official Gazette, Part IV.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS registered in the Company's shareholders' registry as of 15.04.2022, summoned for 28.04.2022, hours 11.30 according to the provisions of Law no 31/1990 on companies as republished and further modified and of the Law no. 24/2017, at the Assembly Room of the Company "Turbomecanica" S.A., situated in Bucharest, 244 Iuliu Maniu, district 6, having met the presence quorum under the Statutes of the Company for the first call in the meeting of 28.04.2022 being present shareholders representing 57,3684 % of the share capital being present 7 shareholders in person. None of the shareholders have sent their correspondence ballot votes or power of attorney in the time limit provided in the Call in compliance with the recommendations of ASF Rules no 5/2020. The resolutions were adopted with unanimity of the present shareholders.

The extraordinary general meeting debated the issues on the agenda as it results from these mentioned in the minutes of the meeting and has adopted the decision no 2/28.04.2022 for all the 8 points on the agenda, as follows:

  1. Approving the extension for a 12 month period i.e. until June 2023 of the credit line granted by Banca Transilvania S.A. Cluj Napoca–Sucursala Militari Bucuresti (currently Bucuresti Vest) under the Credit Agreement no. 186/24.06.2009 and the subsequent Addendums to it;

  2. Approving the extension for a 12 month period i.e. until August 2023 of the credit line granted by BRD-GSG-Sucursala Militari under the Credit Agreement no. 103 Bis/28.04.2006 86/24.06.2009 and the subsequent Addendums to it;

  3. Approval of the acquisition by the Company of state bonds and corporate bonds for a maximum value of 20,000,000 lei and conclusion for this purpose, with BRD - GSG SA, of a contract for transactions with state bonds and corporate bonds, as well as the power of attorney of the Board administration in order to negotiate and approve the specific terms of this contract.

  4. Approval of the power of the Chairman of the Board of Directors to sign on behalf of the company and for it, the contract for transactions with government securities and corporate bonds for a maximum value of 20,000,000 lei, as well as all documents regarding the extension of loans granted by BRD -GSG-Military Branch, respectively Banca Transilvania SA Cluj Napoca - Bucharest Branch (currently Bucuresti Vest);

  5. Approval of the termination or modification of any credit agreements concluded by the Company with credit institutions or non-banking financial institutions and conclusion of other credit agreements by the Company with credit institutions or non-banking financial institutions provided that the existing credit ceiling (principal amount borrowed) is maintained as of the date of this decision and the empowerment in this respect of the Board of Directors to negotiate and approve such operations in the best commercial terms for the Company, including but not limited to lifting and / or modification and / or constitution, as the case may be, of the real or personal guarantees, movable or real estate afferent, the Chairman of the Board of Directors being also empowered to sign any legal acts in this respect in the name and on behalf of the Company.

  6. Approval of the registration date for the purpose of identifying the shareholders for whom the decision of the general meeting of shareholders produces effects, being proposed the date of 26.05.2022.

  7. Establishing the date of 25.05.2022 as ,,ex date", the calendar day from which the shares issued by TURBOMECANICA S.A., object of the Decisions of the extraordinary general meeting of Shareholders are to be traded without the rights deriving out of that decision;

  8. Empowering the President of the Board of Directors to sign the minutes and the decision of the ordinary general meeting of shareholders and the company's legal counsellor to fulfill the formalities necessary for registering it with the Trade Registry Office and for publishing the decision of the extraordinary general meeting of shareholders in the Official Gazette, Part IV.

PRESIDENT- GENERAL MANAGER FINANCIAL AND BUSINESS

MANAGER

Eng.

Pagina 4 din 4 Formular 7 SF SO-03

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