AGM Information • May 9, 2019
AGM Information
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Report date: 09/05/2019
Issuing entity: S.C. "Mecanica Ceahlău" SA
Registered Office: Municipality of Piatra Neamt, Str. Dumbravei, No 6
Phone/Fax: 0233/211104; 0233/216069
Unique Code of Registration with the Office of the Register of Commerce: 2045262
Register of Commerce Incorporation No : J.27/8/1991
Social capital, subscribed and paid: Lei 23,990,846.00
Regulated Market on which movables issued are traded: [Bursa de Valori] Bucharest Stock Exchange
The Ordinary General Meeting of the Shareholders of the company "MECANICA CEAHLAU" S.A. was held on the first convening, i.e., 09/05/2019, and was attended – in person, by representatives or by post – by a number of 4 shareholders, representing 224,341,391 shares, i.e., 93,5112% of the company's social capital.
Sole Article: It is hereby approved that the secretariat of the Ordinary General Meeting of Shareholders from among the shareholders, in compliance with the provisions of Law 31/1990, article 129, paragraph (2):
The resolution is hereby adopted with 224,341,391 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: Is approved the election result by secret ballot, as a financial auditor, for a period of 2 years (09.05.2019 – 08.05.2021) the Company KPMG Audit S.R.L, Romanian Company with headquarters in Bucharest, 69-71 Bucuresti-Ploiesti Road, ground floor, room 02, District 1, registered in the Trade Registry under no. J40/4439/2000, Sole Registration number 12997279, represented by Mrs Soare Paula-Raluca, romanian citizen.
Starting with 09.05.2019 the mandate of the financial auditor Deloitte Audit S.R.L cease right.
The resolution is hereby adopted with 224,341,391 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: Empowerment of the General Manager's power to carry out all the necessary documents for the registration of the OGMS decision to National Trade Register Office and taking steps to ensure the publicity of the adopted decisions. The General Manager may also mandate other persons to perform the previously mentioned records.
The resolution is hereby adopted with 224,341,391 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: It is hereby approved that the date of 12/06/2019 (ex-date 11/06/2019) shall be set as the date for the identification of the shareholders that are to benefit from rights and who are to be subject to the effects of the resolutions adopted by the Ordinary General Meeting of Shareholders
The resolution is hereby adopted with 224,341,391 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
The Extraordinary General Meeting of the shareholders of the company "MECANICA CEAHLAU" S.A. was held on the first convening, i.e., 09/05/2019, and was attended – in person, by representatives or by post – by a number of 4 shareholders, representing 224,341,391 shares, i.e., 93,5112% of the company's social capital.
Sole Article: It is hereby approved that the secretariat of the Extraordinary General Meeting of Shareholders from among the shareholders, in compliance with the provisions of Law 31/1990, article 129, paragraph (2):
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
Sole Article: It is hereby approved that the sale of assets, property of the company, identified as follows:
a) Extravilan land with an area of 6,600 sqm of documents (6,691 sqm of the surface of the measurements) the "arable" category, located in the outskirts of Târgu Neamţ, Valea Seaca, Neamţ County, identified with cadastral number 50718, registered in the Land Book Number 50718 of Tg Neamţ locality
b) The building located in the village of Baldovineşti village, Vădeni commune, Braila County, consisting of:
Intravillan land with a total area of 5,278 sqm, identified with cadastral number 240, registered in Land Book no. 71069, land 208, lot 1354 of Vădeni locality, category of use "building yards";
Building C1 - Workshop, built area of 168 sqm; 150 sqm usable area, consisting of 3 rooms and bathroom, identified with cadastral number 240 C1, registered in Land Book no. 71069 of Vădeni locality.
Construction C2 - Warehouse, built area of 12 sqm; usable area of 10,71sqm, identified with cadastral number 240 C2, registered in Land Book no. 71069 of Vădeni locality.
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
Sole Article: It is hereby approved that the minimum selling price for the assets identified in paragraph 2, which may not be lower than the one established in the assessment reports drawn up by independent valuers approved by ANEVAR.
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
Sole Article: Empowerment of the Board of Directors for establishing the procedure of selling the asset, negotiating the price and the documents related to the operation, carrying out the decisions of the EGMS and empowering the General Manager for the signing of the sale-purchase, ante-sale contract and any other documents necessary to complete the sale of the asset, under the conditions set by the board of directors.
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
Sole Article: Empowerment of the General Manager's power to carry out all the necessary documents for the registration of the EGMS decision to National Trade Register Office and taking steps to ensure the publicity of the adopted decisions. The General Manager may also mandate other persons to perform the previously mentioned records.
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
Sole Article: It is hereby approved that the date of 12/06/2019 (ex-date 11/06/2019) shall be set as the date for the identification of the shareholders that are to benefit from rights and who are to be subject to the effects of the resolutions adopted by the Extraordinary General Meeting of Shareholders.
The resolution is hereby adopted with 224,341,391 votes in favor, i.e., 100.00 % of the total shares represented in the Extraordinary General Meeting of Shareholders.
President of the Board of Directors
Trifa Aurelian-Mircea-Radu
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