AGM Information • Jun 19, 2015
AGM Information
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To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector BUCHAREST STOCK EXCHANGE
Ref: Current report under Law No. 297/2004 and CNVM Regulation No. 1/2006
Report date: 06/19/2015 Name of Issuer: Carpatica Commercial Bank Headquarters: Sibiu, No. 1, Autogării St. Phone / Fax No: 0269/233.985; 0269/233.371 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J32/80/1999 Subscribed and paid-in share capital: RON 314,629,049.40 Regulated market on which the issued securities are traded: Bucharest Stock Exchange
Important events:
Resolutions of the Ordinary General Meeting of Carpatica Commercial Bank's Shareholders held on June 18th, 2015.
Resolutions of the Extraordinary General Meeting of Carpatica Commercial Bank's Shareholders held on June 18th, 2015.
Resolutions of the Extraordinary General Meeting no. 2 of Carpatica Commercial Bank's Shareholders held on June 18th, 2015.
Yours sincerely,
Chairman of the Directorate Financial Markets Dept, Johan Gabriëls Alina Maria Rusu
The Ordinary General Shareholders' Meeting of Banca Comerciala Carpatica S.A. (the "Meeting") a company managed under a 2 tier system, incorporated and operating in accordance with Romanian law, having its registered seat in Sibiu county, Sibiu, 1 Autogării St., registered with the Trade Registry Office attached to the Sibiu Tribunal under number J32/80/1999, fiscal identification code 11447021, with a subscribed and paid up share capital of 314,629,049.40 lei (the "Bank") legally and statutorily convened, in accordance with the provisions of art. 113 and art. 117 par. (1) of Law 31/1990 on companies republished, art. 243 of Law 297/2004 on capital markets, art. 5 of Romanian National Securities Commission Regulation 6/2009 on exercising certain shareholders' rights in the general meetings of companies and art. 13 and art.15 of the Bank's articles of association, by publishing the convening notice in the Official Gazette of Romania, part IV, no. 2431 of May 15th, 2015 and in the "Bursa" newspaper of May 15th, 2015 and the convening notice with the completed agenda in the Official Gazette of Romania, part IV, no. 2708 of June 05 th, 2015 and in the "Bursa" newspaper of June 05th, 2015; also, the convening notice was sent to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 10954 dated May 15th, 2015, and the convening notice with the completed agenda was sent to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 12310 dated June 4th 2015,
Legally and statutory assembled on June 18 th, 2015 at 10.00 hours, at Sala Polivalenta within Sibiu Business Center, 5 Nicolaus Olahus Street, 550055, Corp B, Second floor, Sibiu, Sibiu county on the first convening, attended by a number of 48 shareholders in person, represented by proxy or who voted by correspondence, holding 614,519,670 shares with voting rights, representing 45.4652% of the total voting rights, respectively 19.5316% of Bank's share capital,
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 331,318,513 votes "for", representing 53.9194% of the total valid voting rights expressed within the Assembly, 215,768,824 votes "against" representing 35.1146% of the total valid voting rights expressed within the Assembly and 67,382,333 "abstention" votes representing 10.9659% of the total valid voting rights expressed within the Assembly,
The appointment of Deloitte Audit SRL, having its address at No. 4-8 Nicolae Titulescu St, Est entry, 2nd floor, Sector 1, Bucharest, as financial auditor of the Bank for auditing the annual financial statements of the Bank as at 2015, 2016 and 2017 and establishing the duration of the audit contract at 3 years.
Given that the Bank did not receive any candidates proposals within the legal deadline and therefore there were no candidates to be subjected to sharehoders' election and
approval, this agenda point was not subjected to vote, and therefore there was no resolution adopted regarding this agenda point.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 614,469,670 votes "for" representing 100% of the total valid voting rights expressed within the Assembly,
That any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the Meeting on 18.06.2015, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 599,473,668 votes "for" representing 97.5595% of the total valid voting rights expressed within the Assembly, 20,000 votes "against" representing 0.0033% of the total valid voting rights expressed within the Assembly and 14,976,002 "abstention" votes representing 2.4372% of the total valid voting rights expressed within the Assembly,
The adoption of austerity measures (saving) regarding the organization and the management of the Bank, in correlation with the volume of the turnover, business and performance.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 614,469,670 votes "for" representing 100% of the total valid voting rights expressed within the Assembly,
the date of 06.07.2015 as record date for identifying the shareholders upon whom the resolution of the Meeting will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets.
The Extraordinary General Shareholders' Meeting of Banca Comerciala Carpatica S.A. (the "Meeting") a company managed under a 2 tier system, incorporated and operating in accordance with Romanian law, having its registered seat in Sibiu county, Sibiu, 1 Autogării St., registered with the Trade Registry Office attached to the Sibiu Tribunal under number J32/80/1999, fiscal identification code 11447021, with a subscribed and paid up share capital of 314,629,049.40 lei (the "Bank") legally and statutorily convened, in accordance with the provisions of art. 113 and art. 117 par. (1) of Law 31/1990 on companies republished, art. 243 of Law 297/2004 on capital markets, art. 5 of Romanian National Securities Commission Regulation 6/2009 on exercising certain shareholders' rights in the general meetings of companies and art. 14 and art.15 of the Bank's articles of association, by publishing the convening notice in the Official Gazette of Romania, part IV, no. 2431 of May 15th, 2015 and in the "Bursa" newspaper of May 15th, 2015 and the convening notice with the completed agenda in the Official Gazette of Romania, part IV, no. 2708 of June 05 th, 2015 and in the "Bursa" newspaper of June 05th, 2015; also, the convening notice was sent to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 10954 dated May 15th, 2015, and the convening notice with the completed agenda was sent to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 12310 dated June 4th 2015,
Legally and statutory assembled on June 18 th, 2015 at 11.00 hours, at Sala Polivalenta within Sibiu Business Center, 5 Nicolaus Olahus Street, 550055, Corp B, Second floor, Sibiu, Sibiu county on the first convening, attended by a number of 48 shareholders in person, represented by proxy or who voted by correspondence, holding 614,519,670 shares with voting rights, representing 45.4652% of the total voting rights, respectively 19.5316% of Bank's share capital,
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 604,637,696 votes "for" representing 98.3919% from the total number of votes held by present or represented shareholders in the Assembly, 3,802,999 votes "against" representing 0.6189% from the total number of votes held by present or represented shareholders in the Assembly and 6,028,975 "abstention" votes representing 0.9811% from the total number of votes held by present or represented shareholders in the Assembly,
The decrease of the share capital of the Bank with 204,491,908.30 RON, from 314,629,049.40 RON to 110,137,141.10 RON, by cancelling a number of 2,044,919,083 shares having a nominal value of 0.1 RON, pro-rata with the percentage held by each shareholder in the share capital of the Bank at the record date. The share capital decrease is made for the scope of partially covering the cumulated loss of the Bank registered at 31.12.2014 in amount of 204,491,908.30 RON.
Point. 7.1 from Art. 7 (Share capital) from Chapter 4 (Share capital, increase and decrease of the share capital, shares, rights and obligations of the shareholders) is modified and shall have the following content:
"7.1 The share capital of Banca Comerciala "Carpatica" S.A. is of 110,137,141.10 lei, subscribed and fully paid, divided in 1,101,371,411.00 shares with a nominal value of 0.1 lei each."
*Both cumulated losses proposed to be covered and the elements of the reported result used for covering the loss are presented in the financial statements on the line named Reported result/ (Cumulated loss), so that the impact on a presentation level on the line Reported result/ (Cumulated loss) for covering the cumulated loss from the elements of the reported result is 0.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 602,503,508 votes "for" representing 98.0446% from the total number of votes held by present or represented shareholders in the Assembly, 5,937,187 votes "against" representing 0.9662% from the total number of votes held by present or represented shareholders in the Assembly and 6,028,975 "abstention" votes representing 0.9811% from the total number of votes held by present or represented shareholders in the Assembly,
approves
The share capital increase with 110,137,141.10 RON, from the level of the share capital of 110,137,141.10 RON as registered after the share capital decrease, to the level of maximum 220,274,282.20 RON, under the following conditions:
association is approved, and therefore the value of the share capital increase shall be determined by reference to the shares actually subscribed within the period for exercising the preference rights.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 604,272,140 votes "for" representing 98.3324% from the total number of votes held by present or represented shareholders in the Assembly, 4,168,555 votes "against" representing 0.6783% from the total number of votes held by present or represented shareholders in the Assembly and 6,028,975 "abstention" votes representing 0.9811% from the total number of votes held by present or represented shareholders in the Assembly,
"8.2 The shares issued for the share capital increase shall be offered for subscription to the shareholders of the Bank, pro-rata with the number of shares held by the shareholders, with the possibility of exercising the preference right, if this right was not lifted or limited, in the term and conditions set out by the resolution of the extraordinary general shareholders meeting. The resolution of the extraordinary general shareholders meeting shall be published in the Official Gazette of Romania, Part IV, and for the exercise of the preference right, if the case may be, a one month term shall be granted, starting with the date of publication or with the date set out in the prospectus/proportionate prospectus, as the case may be."
Point. 8.3 from Art. 8 (Share capital increase) from Chapter 4 (Share capital, increase and decrease of the share capital, shares, rights and obligations of the shareholders) is eliminated.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 450,504,365 votes "for" representing 73.3100% from the total number of votes held by present or represented shareholders in the Assembly, 109,041,269 votes "against" representing 17.7441% from the total number of votes held by present or represented shareholders in the Assembly and 54,924,036 "abstention" votes representing 8.9377% from the total number of votes held by present or represented shareholders in the Assembly,
Decreasing the number of the Supervisory Board's members from 5 to 3 and approving the amendments to the Bank's Articles of Association, as follows:
"Art. 18.2. The Supervisory Board consists of 3 members, appointed by the General Meetings of Shareholders for a period of 2 years, with the possibility of being re-elected. At least one member must be independent."
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 572,777,386 votes "for" representing 93.2073% from the total number of votes held by present or represented shareholders in the Assembly, 0 votes "against" representing 0% from the total number of votes held by present or represented shareholders in the Assembly and 41,692,284 "abstention" votes representing 6.7845% from the total number of votes held by present or represented shareholders in the Assembly,
The empowerment of the Management Board to take the necessary measures in order to transfer to a one tier management system.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 614,469,113 votes "for" representing 99.9918% from the total number of votes held by present or represented shareholders in the Assembly, 0 votes "against" representing 0% from the total number of votes held by present or represented shareholders in the Assembly and 557 "abstention" votes representing 0.0001% from the total number of votes held by present or represented shareholders in the Assembly,
That any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the Meeting on 18.06.2015, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.
The Extraordinary General Shareholders' Meeting of Banca Comerciala Carpatica S.A. (the "no. 2 Meeting") a company managed under a 2 tier system, incorporated and operating in accordance with Romanian law, having its registered seat in Sibiu county, Sibiu, 1 Autogării St., registered with the Trade Registry Office attached to the Sibiu Tribunal under number J32/80/1999, fiscal identification code 11447021, with a subscribed and paid up share capital of 314,629,049.40 lei (the "Bank") legally and statutorily convened, in accordance with the provisions of art. 113 and art. 117 par. (1) of Law 31/1990 on companies republished, art. 243 of Law 297/2004 on capital markets, art. 5 of Romanian National Securities Commission Regulation 6/2009 on exercising certain shareholders' rights in the general meetings of companies and art. 14 and art.15 of the Bank's articles of association, by publishing the convening notice in the Official Gazette of Romania, part IV, no. 2438 of May 18 th, 2015 and in the "Bursa" newspaper of May 18 th , 2015; also, the convening notice was sent to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 11073 dated May 15th, 2015,
Legally and statutory assembled on June 18 th, 2015 at 12.00 hours, at Sala Polivalenta within Sibiu Business Center, 5 Nicolaus Olahus Street, 550055, Corp B, Second floor, Sibiu, Sibiu county on the first convening, attended by a number of 48 shareholders in person, represented by proxy or who voted by correspondence, holding 614,519,670 shares with voting rights, representing 45.4652% of the total voting rights, respectively 19.5316% of Bank's share capital,
Regarding this agenda point, the majority stipulated by law for taking a decision has not been met, as the votes were expressed as follows:
From a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, there were 28,648,172 votes "for" representing 4.6619% from the total number of votes held by present or represented shareholders in the Assembly, 500,843,689 votes "against" representing 81.5017% from the total number of votes held by present or represented shareholders in the Assembly and 84,977,809 "abstention" votes representing 13.8283% from the total number of votes held by present or represented shareholders in the Assembly.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 414,045,976 votes "for" representing 67.3772% from the total number of votes held by present or represented shareholders in the Assembly, 130,421,887 votes "against" representing 21.2234% from the total number of votes held by present or represented shareholders in the Assembly and 70,001,807 "abstention" votes representing 11.3913% from the total number of votes held by present or represented shareholders in the Assembly,
That any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the Meeting on 18.06.2015, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.
With a total number of 614,469,670 shares for which there have been expressed valid votes, respectively 614,469,670 validly expressed voting rights, representing 19.5300% of Bank's capital and 45.4615% of the total voting rights related to the shares representing Bank's capital, of which 414,045,976 votes "for" representing 67.3772% from the total number of votes held by present or represented shareholders in the Assembly, 130,421,887 votes "against" representing 21.2234% from the total number of votes held by present or represented shareholders in the Assembly and 70,001,807 "abstention" votes representing 11.3913% from the total number of votes held by present or represented shareholders in the Assembly,
the date of 06.07.2015 as record date for identifying the shareholders upon whom the resolution of the Meeting will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets.
C.I.F. - RO 11447021• RC - J32/80/1999 • RB - PJR - 32 - 045 / 15.07.1999 • Capital: 314.629.049,40 RON Banca Comerciala Carpatica is registered with the National Supervisory Authority for Personal Data Processing -ANSPDCP with the notification no. 753. The company is managed in a two-tier system.
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