AGM Information • Apr 27, 2020
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]
Nr. 9/27.04.2020
According to art 209 para 2 of ASF Regulation 5/2018
On April27th, 2020, hours 11.00, the shareholders of the Company TURBOMECANICA S.A. (hereinafter "TURBOMECANICA"), a joint stock company of open type with a share capital of Ron 36,944,247.50 divided into 369.442.475 shares in nominal value of Ron 0,10 held by the shareholders registered in the Shareholders' Registry on 16.04.2020 according to the evidence issued by Depozitarul Central S.A., gathered in the Ordinary General Meeting of Shareholders in Bucharest, at the Assembly Room of the Company "Turbomecanica" S.A., situated in Bucharest, 244 Iuliu Maniu, district 6, upon the first summons of the President of the Company's Board of Directors, according to the legal provisions in force and to the Company's Constitutive Act and adopted 10 resolutions according to the issues on the agenda.
At the meeting there were present 6 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 save for the Decision at point 1 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.
On April 27th, 2020, hours 11.30, the shareholders of the Company TURBOMECANICA S.A. (hereinafter "TURBOMECANICA"), a joint stock company of open type with a share capital of Ron 36,944,247.50 divided into 369.442.475 shares in nominal value of Ron 0,10 held by the shareholders registered in the Shareholders' Registry on 16.04.2020 according to the evidence issued by Depozitarul Central S.A., gathered in the Extraordinary General Meeting of Shareholders in Bucharest, at the Assembly Room of the Company "Turbomecanica" S.A., situated in Bucharest, 244 Iuliu Maniu, district 6, upon the first summons of the President of the Company's Board of Directors, according to the legal provisions in force and to the Company's Constitutive Act and adopted 8 resolutions according to the issues on the agenda as amended during the meeting.
At the meeting there were present 6 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 Board of Directors President Eng. Radu Viehmann
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 27 April 2020 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
THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS registered in the Company's shareholders' registry as of 16.04.2020, summoned for 27.04.2020, 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 27.04.2020 being present sharehodlers representing 57,2728% 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 1/27.04.2020 for all the 10 points on the agenda as follows:
It is approved 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, the Board of Directors' Management report for the financial year of 2019 and release of liability of the Board members for the year 2019;
It is unanimously approved the Financial Auditor Report on the financial situations of 2019;
It is unanimously approved the financial situation of 2019;
It is unanimously approved Company's income and expenses budget for 2020;
It is unanimously approved the Board of Directors' proposal for year 2019 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 2,333,472.02 lei
ii. Covering the losses for previous years, amounting to 19,585,830.18 lei 6. It is approved, by unanimous votes, the renewal of the mandates of the current members of the Board of Directors for a new period of 4 years, the extension of the validity under the same conditions, including regarding the remuneration, of the management contract, as follows:
Prof. Univ. Dr. Grigore Florescu is authorized to sign on behalf of the company the addendum to the management contract.
It is approved by unanimous votes the mandate granted to the members of the Board of Directors for establishing the general limits of the remuneration of the executive directors of the Company;
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 25.05.2020.
It is unanimously approved the date of 22.05.2020 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;
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 fulfil 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 of 16.04.2020, summoned for 27.04.2020, 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 27.04.2020 being present sharehodlers representing 57,2728% of the share capital.
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 2/27.04.2020 for all the 8 points on the agenda as amended during the meeting considering the proposal of the shareholder holding 6.9816% of the share capital of the Company (25,793,258 shares) to complete the agenda with a new item related to the extension of the Company's object of activity with activities related to the manufacture and sale of biocidal products, proposals made in the context of the Company's involvement in the general effort to prevent disease and support of national authorities in the context of the COVID 19 pandemic, as follows:
It is unanimously approved ratifying the Board of Directors Decision related to the extension for a 12 months period i.e. until June 2021, 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;
It is unanimously approved the extension for a 12 month period i.e. until August 2021 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;
It is unanimously approved the renewal for a 12 month period, i.e. until August 2021 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,
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;
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 25.05.2020.
It is unanimously approved establishing the date of 22.05.2020 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;
It is approved, with unanimous votes, the completion of art. 7 para. (3) of the Articles of Association of the company with the following activities:
➢ - CAEN Code 2014 - Manufacture of other basic organic chemicals;
➢ - CAEN Code 2020 - Manufacture of pesticides and other agrochemical products;
➢ - CAEN Code 2059 - Manufacture of other chemicals;
➢ - CAEN Code 4618 Intermediation in trade specialized in the sale of specific products, n.c.a.
➢ - CAEN Code 4675 Wholesale of chemicals
PRESIDENT- GENERAL MANAGER FINANCIAL AND BUSINESS MANAGER
Eng.
VIEHMANN RADU CLAUDIA ANGHEL
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