AGM Information • Apr 18, 2022
AGM Information
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Report date: 18/04/2022
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., 18/04/2022, and was attended - in person, by representatives or by post - by a number of 3 shareholders, representing 224,339,591 shares, i.e., 93,5121% of the company's social capital.
Resolutions approved by the Ordinary General Meeting of Shareholders held on 18/04/2022
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 224,339,591 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 Report on the Board of Directors' activity for 2021
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders
Sole Article: That the Individual Financial Statements for 2021 are hereby approved, together with the independent financial auditor's opinion.
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: It is approved that the net profit realized in the financial year 2021 in the amount of 1,720,446.06 lei be distributed on the following destinations:
Legal reserve: RON 86,022.30 Loss coverage from previous years: RON 1,634,423.76 lei
The resolution is hereby adopted with 224,339,591 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 the discharge of the managers' liability for 2021
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Art. 1. The main directions of activity and the Revenue and Expenditure Budget for 2022 are approved with the following basic indicators:
| Turnover | RON 44,400,000; |
|---|---|
| · Total income | RON 45,100,000 |
| Total expenses | RON 42,800,000 |
| · Net profit | RON 1,900,000 |
Art.2. It is hereby approved that the objectives of the investment shall be carried out, provided they rely on explanatory notes, and previously approved by the Board of Directors
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: Is approved the participation of the administrators in the net profit obtained before the calculation of the corresponding provision, in the amount of RON 43,239, in this amount being included the company's contributions.
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: It is approved the prescription of the dividends related to the financial years 2016 established by the OGMS from 26.04.2017, not collected until 17.08.2020 and their registration according to the applicable regulations
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Art. 1. Are approved - the general remuneration limits for the directors of the company for the year 2022, as follows:
| Managing Director 3,500 Euro; | ||
|---|---|---|
| Sales Director RON 10,000; | ||
| Chief Financial Officer RON 10,000; |
The denomination in lei will be made at the Euro-leu exchange rate of the NBR on the date of payment
Depending on the degree in which the performance indicators are met, collective and individual, at the end of 2021, the Board of Directors will grant a variable remuneration to the directors, but this remuneration is situated between the following limits:
a) Awards - in the limit of 5% from the salary fund or achieved allowances, while conforming with the Budget of incomes and expenses approved by the Ordinary General Meeting of Shareholders.
b) Annul individual bonuses, as participations to the benefit plans, situated at a level of maximum 9 salaries, if the established performance indicators are met.
Art. 2. The performance indicators for the year 2022 are approved
Art.3. Entrustment of the Board of Directors to negotiate and conclude management contract/addendum to it with the executive directors and to ensure the retribution in the limits established by the Ordinary General Meeting of Shareholders.
The resolution is hereby adopted with 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders.
Sole Article: The Remuneration Report for the financial year 2021 is approved
The resolution is hereby adopted with 224,339,591 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 224,339,591 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 20.05.2022 (ex-date 19.05.2022) 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 224,339,591 votes in favour, i.e., 100.00 % of the total shares represented in the Ordinary General Meeting of Shareholders
President of the Board of Directors Trifa Aurelian-Mircea-Radu
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