AGM Information • Oct 27, 2022
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]
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 27.10.2022
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 traded: Bursa de Valori Bucuresti, Titluri de capital –Standard Category
A. THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS registered in the Company's shareholders' registry as of 14.10.2022, summoned for 27.10.2022, 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, under the provisions of the summon for this Ordinary General Meetings approved under the Board of Directors decision no 7/19.09.2022 and published in the Romanian Official Gazette, Part IV, no. 3991 of 21.09.2022 and in Adevarul newspaper of 26.09.2022, 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 27.10.2022 being present shareholdersrepresenting 57,2427% of the share capital being present 6 shareholders in person and one shareholder represented on the basis of the power of attorney registered under no 8320/25.10.2022. None of the other shareholders have sent their correspondence ballot votes 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 ordinary 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. 3/27.10.2022 for all the 5 points on the agenda as follows:
Acknowledgement of the fulfilment of the time limitation period regarding the payment of dividends related to the 2018 financial year, for which the distribution began on 19.07.2019 and which were not paid to the shareholders until 19.07.2022, in the amount of 1,058,808.75 Lei and the approval of the corresponding modification of the accounting records of the Company;
Approval of the reduction of the balance of the carried forward accounting result, by using the realized surplus related to the revalued fixed assets.
3 .Approval of the registration date for identifying the shareholders for whom the decision of the general meeting of shareholders produces effects, being proposed the date of 25.11.2022.
Establishing the date of 24.11.2022 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;
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.
B. THE EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS registered in the Company's shareholders' registry as of 14.10.2022, summoned for 27.10.2022, 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, under the provisions of the summon for this Ordinary General Meetings approved under the Board of Directors decision no 7/19.09.2022 and published in the Romanian Official Gazette, Part IV, no. 3991 of 21.09.2022 and in Adevarul newspaper of 26.09.2022, 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 27.10.2022 being present shareholders representing 57,2427% of the share capital being present 6 shareholders in person and one shareholder represented on the basis of the power of attorney registered under no 8320/25.10.2022. None of the other shareholders have sent their correspondence ballot votes 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 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. 4/27.10.2022 for all the 4 points on the agenda as follows:
Ratification of Additional Act no. 64/31.08.2022 to Credit Agreement no. 103BIS of 28.04.2006 concluded with BRD-GSG-Sucursala Militari, having as its object the extension of the term of credit facilities with the maintenance of existing movable and immovable guarantees.
Approval of the registration date for the purpose of identifying the shareholders for whom the decision of the general meeting of shareholders produces effects, being proposed the date of 25.11.2022.
Establishing the date of 24.11.2022 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;
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.
Eng. VIEHMANN RADU CLAUDIA ANGHEL
PRESIDENT- GENERAL MANAGER FINANCIAL AND BUSINESS MANAGER
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