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Turbomecanica S.A.

AGM Information Apr 25, 2019

2324_iss_2019-04-25_f74b35b3-84c2-4074-9763-d0dd081fc37b.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 10/25.04.2019

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

Date of the report 25 April 2019 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 bargained: 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 of112.04.2018, summoned for 25.04.2019, 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 25.04.2019 being present sharehodlers representing 58,8868% of the share capital.

The ordinary general meeting debated the issues on the agenda as it results from these mentioned in the minutes of themeeting and has adopted the decision no 1/25.04.2019 for all the 10 points on the agenda as follows:

    1. It is approved by the majority of the votes, the shareholders members of th Board of directors abstaining from vote under art. 126 para. (1) of the Law no.. 31/1990, the Board of Directors' Management report for the financial year of 2018 and release of liability of the Board members for the year 2018;
    1. It is unanimously approved the Financial Auditor Report on the financial situations of 2018;
    1. It is unanimously approved the financial situation of 2018;
    1. It is unanimously approved Company's income and expenses budget for 2019;
    1. It is unanimously approved the investment plan for 2019;
    1. It is unanimously approved the Board of Directors' proposal for year 2018 net profit distribution as follows:

i. Other reserves – distribution of the profit for which a tax exemption was granted under the provisions of Art.22 para. (5) of the Law 227/2015 on Fiscal Code, amounting to 1.750.671,07 lei

ii. Covering the losses for previous years, amounting to 8.319.346,93 lei

iii. Gross total dividend distribution, amounting to 14.777.699,00 lei, representing a gross amount of 0,04 lei/share

iv. The tax on dividends will be calculated and withheld by the Company and paid to the state budged under the applicable laws.

v. Payment modalities and the relevant procedures for the dividend payment shall be communicated to the shareholders under further notice.

    1. It is unanimously approved the registration date for the purpose of identifying the shareholders for whom the decision of the general meeting of shareholders produces effects, being porposed the date of 28.06.2019.
    1. It is unanimously approved the date of 27.06.2019 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 rights deriving out of that decision;
    1. It is unanimously approved the date of 19.07.2019 as ,,payment date", the calendar day when the payment of dividends related to TURBOMECANICA S.A. shares as established under the Ordinary General Meeting of Shareholders becomes due;
  • 10. It is unanimously approved the 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 MEETINGS OF SHAREHOLDERS registered in the Company's shareholders' registry as of112.04.2018, summoned for 25.04.2019, 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 25.04.2019 being present sharehodlers representing 58,8868% of the share capital.

The extraordinary general meeting debated the issues on the agenda as it results from these mentioned in the minutes of themeeting and has adopted the decision no 2/25.04.2019 for all the 8 points on the agenda as follows:

    1. It is unanimously approved ratifying the Board of Directors Decision related to the extension for a 12 months period i.e. until June 2019, of the credit line granted by Banca Transilvania S.A. Cluj Napoca–Sucursala Militari Bucuresti, under the provisions of the Credit Agreement no. 186/24.06.2009 and the subsequent Addendums to it;
    1. It is unanimously approved the extensionfor a 12 month period i.e. unitl June 2020 of the credit line granted by Banca Transilvania S.A. Cluj Napoca–

Sucursala Militari Bucuresti under the Credit Agreement no. 186/24.06.2009 and the subsequent Addendums to it;

    1. It is unanimously approved the extension for a 12 month period i.e. until August 2020 of the credit line granted by BRD-GSG-Sucursala Militari under the Credit Agreement no. 103 Bis/28.04.2006 and the subsequent Addendums to it;
    1. It is unanimously approved the renewal for a 12 month period of the factoring ceiling under the Factoring Agreement no. 539/04.05.2006 concluded with B.R.D.-G.S.G-Sucursala Militari and the subsequent Addendums to it,
    1. It is unanimously approved the registration date for the purpose of identifying the shareholders for whom the decision of the extraordinary general meeting of shareholders produces effects, being porposed the date of 20.05.2019.
    1. It is unanimously approved establishing the date of 17.05.2019 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;
    1. It is unanimously approved the empowerment of the President of the Board of Directors to sign in the anme and on behalf of the Company all the ocuments related to the extension of the credits granted by BRD-GSG-Sucursala Militari, respectively Banca Transilvania S.A. Cluj Napoca–Sucursala Militari Bucuresti;
    1. It is unanimously approved 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. Ec. VIEHMANN RADU ION DINCA

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