AGM Information • Nov 22, 2017
AGM Information
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To the attention of,
According to the NSC (National Securities Commission) Regulation no. 1/2006 regarding issuers and securities operations, to Law no. 297/2004 on the capital market, to the Law no. 24/2017 on issuers of financial instruments and market operations
Report date: 22.11.2017
Designation of the issuing authority: CEMACON S.A.
Registered office: Cluj-Napoca, Calea Dorobantilor, nr. 48, etaj 1, Cluj county
Phone/fax: 0260/602.408
Tax registration number with the Trade Register Office: RO 677858
Registration number with the Trade Register: J12/2466/2012
Subscribed and paid share capital: RON 11,399,021.8
Regulated market where the issued securities are traded: Bucharest Stock Exchange - Standard Category
Important events to report: On 21.11.2017, the Extraordinary General Meeting of the Shareholders of CEMACON SA took place at the company's headquarters, in Cluj-Napoca, Dorobantilor Street, no. 48, 1st floor, Silver Business Center Building, Cluj County. Out of the total number of 113.990.218 of CEMACON SA shares, there were represented shareholders holding 103.188,490 shares, namely 90,52% of the total number of voting shares of the share capital of CEMACON SA.
Referring to the items on the agenda, the Extraordinary General Meeting of Shareholders adopted the following decisions:
The revocation of Resolution no. 1 of the Extraordinary General Assembly of Shareholders of 24.07.2017 on the increase of the share capital with the amount of 2,465,038 lei, by lifting the right of first refusal of the existing shareholders at the registration date by issuing a number of 2,932,413 shares (New shares), with a nominal value of 0.1 RON/share, at an issuing price of 0.8406 lei/share.
The modification of the Resolution of Cemacon S.A. AGEA no. 2 adopted on 24.07.2017, in the sense of changing the minimal and maximal values of obtaining its own shares by Cemacon S.A. within the repurchase programme, as well as the number of shares, as it follows: the approval of obtaining its own shares by Cemacon S.A, by means of a public purchase offer, made through an intermediary authorised to provide investment services and activities, based on an offer document, approved by the Financial Supervisory Authority, for a maximum number of 5,699,511 shares to be obtained within a period of 3 months from the approval of the offer document by the Financial Supervisory Authority, but not more than 18 months from the date of the publication of
Calea Dorobanților nr. 48, Clădirea Silver Business Center Phone +4 0364 711 030; Fax +4 0360 816 083 E-mail [email protected] www.cemacon.ro
the resolution in the Official Journal of Romania, at a value to be established according to the provisions of article 57 of CNVM Regulation no 1/2006 on issuers and securities operations, that cannot be lower than 0.5494 lei/share and higher than 0.5900 lei/share. The value of its own shares obtained by the Company in this way cannot exceed 3,362,711.49 lei. The transaction may have as object only paid-up shares. The operation of obtaining its own shares has as object the allocation to the Company's directors, in compliance with the provisions of the management contracts, of a number of 5,699,511 of own shares. The payment of the shares obtained within the public offering shall be made from the sources provided by the law. Along with the main characteristics, the operation of obtaining its own shares shall also include other requirements imposed by the law and that are not listed above.
Empowerment the Board of Directors of Cemacon S.A to take measures with regard to fulfilling the necessary formalities for the execution of the programme regarding the obtaining of its own shares.
Approval of the date of 12th of December, 2017, as registration date to identify the shareholders who are affected by the resolutions of the Extraordinary General Assembly of the Shareholders, according to article 2 of the National Securities Commission Regulation no. 6/2009
Approval of the date of 11th of December, 2017, as exdate.
Authorization of the President of the Board of Directors, Mr. Stoleru Liviu-Ionel, identified with ID series ZC no. 142900, issued on the 29th of September 2015 by Bacău Local Public Community Service of Personal Records, having the personal identification number 1711020040049, domiciled in Bacău, 10 Mioriței St., entrance D, ap. 4, county of Bacău, to sign on behalf of the shareholders all the resolutions to be adopted by the Extraordinary General Assembly of Shareholders and the updated articles of incorporation and to fulfil all the legal formalities for the execution and registration of the adopted resolutions and decisions, with the possibility of sub-empowerment towards third parties. Within the granted mandate, Mr. Stoleru Liviu-Ionel and any of its sub-mandatory may, without limitation, fulfil all the needed formalities for signing in the name and on behalf of the shareholders the Resolutions of the Extraordinary General Assembly of Shareholders, and to carry out any steps and formalities necessary for the implementation and registration of the resolutions adopted by the shareholders before the Financial Supervisory Authority, Central Depository, Bucharest Stock Exchange, Trade Register Office and any other authorities and any individuals or legal entities involved.
Mandate of Mr. Pușcaș Bogdan, legal adviser of the Company, residing in Cluj-Napoca, 4 Fabricii Street, apartment 91, identified with the ID series CJ no. 178807 issued by Cluj Napoca Local Public Community Service of Personal Records on the 6th of January 2016, for the fulfilment of all the formalities for entry and registration with the Trade Register Office of the mentions corresponding to the resolutions adopted by the Extraordinary General Assembly of the Company.
There are no other events to be reported.
Chairman of the Board of Directors Mr. Stoleru Liviu-Ionel
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