AGM Information • Jan 7, 2015
AGM Information
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Blvd. Iuliu Maniu No. 244 District 6 Post Code 061126 Bucharest - Romania
Tel.: (+4) 0214340741: Fax: (+4) 0214340921: (+4) 0214343165 Bucharest Trade Registry Office code: J40/533/1991 Fiscal Code RO3156315 Sole identification code 3156315 Subscribed and Paid Capital of 36,944,247,50 RON www.turbomecanica.ro; e-mail: [email protected]
S.C.TURBOMECANICA S.A. SOCIAL HEADQUARTERS: BUCURESTI, IULIU MANIU BLVD., NO.244, DISTRICT 6. NUMBER AND REGISTER DATE AT THE BUCHAREST TRADE REGISTRY OFFICE : J40/533/1991 TRADE REGISTRY OFFICE: J40/533/1991; PROPRIETARY FORM: MAJORITARY PRIVATE: LEADING ACTIVITY: 3030 AERONAUTIC AND AEROSPACE PRODUCTS MANUFACTURING: SOLE IDENTIFICATION CODE: R3156315: REGLEMENTED MARKET FOR ISSUED BOND TRANZACTIONS: BUCHAREST STOCK EXCHANGE MARKET; SUBSCRIBED AND PAID CAPITAL: 36.944.247.5 LEI.
EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING subscribed in the shareholders registry by the end of the day on 24.12.2014, in conformity with law no. 31/1990 provisions, republished, with modifications and later addendums and the provisions of law no. 297/2004, convened for 07.01.2015, 11.00 o'clock, in the conference room at S.C. "Turbomecanica" S.A., situated in Bucharest, Iuliu Maniu blvd., no. 244, district 6, at the EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING, legally constituted in the 07.01.2015 meeting, had an attendance of : 51.7875 %
Extraordinary general shareholder's meeting itinerary:
I. Ratification of the selling contract of the building with cadastral no. 216617, composed of terrain and it's afferent buildings, contract authenticated under no. 1142/20.11.2014 by the Individual Notary Office "Sandina Tabarana".
II. Ratification of the decision of the Management Board from 25.11.2014 regarding:
Full reimbursement of the main loan contract no.103/16.05.2008, with the value of 2.337.847,48 Euro, closed with B.R.D.-G.S.G.- Militari Branch;
Full reimbursement of the sums of: 3.902.366,30 lei and 58.080,97 Euro, due to 25.01.2015, witch represents the main afferent to the credit contract no. 567/10.12.2007, closed with B.R.D.-G.S.G.- Militari Branch;
The deference between sums: 17.829.410,50 lei shall be used to diminish the multioption and multicurrency global loan ceiling granted acc. to credit contract no. 103bis/28.04.2006, closed with B.R.D.-G.S.G.- Militari Branch under the following conditions:
a) Mobile goods guarantee extension represented by equipments destined to create pinions/gears acquired with the investment loan no. 103/16.05.2008, closed with B.R.D.-G.S.G.- Militari Branch, for the credit contract no. 103bis/28.04.2006, closed with the same bank, by signing of a new mortgage contract upon the equipment and registering it at A.E.G.R.M;
b) Extending the mortgage of the terrain from Dragomiresti-Vale, Ilfov county, brought as guarantee of lan contract no. 567/10.12.2007, closed with B.R.D.-G.S.G.- Militari Branch and upon loan contract no.103bis/28.04.2006 (multioption and multicurrency ceiling), closed with the same bank.
III. Ratification of the decision of the Management Board from 28.05.2014 11.11.2014 regarding credit amenities restructuration provided by and Transilvania Bank – Militari Branch, according to:
Addendums no. 07/40/30.05.2014 and no. 08/40/11.11.2014 to the loan contract no. 40/04.02.2011 and subsequent addendums;
Addendums no. 07/664/30.05.2014 and no. 08/664/11.11.2014 to the loan contract no. 664/21.11.2011 and subsequent addendums;
Addendums no. 07/665/30.05.2014 and no. 08/665/11.11.2014 to the loan contract no. 665/21.11.2011 and subsequent addendums;
Addendums no. 06/385/30.05.2014 and no. 07/385/11.11.2014 to the loan contract no. 385/02.07.2012 and subsequent addendums;
Addendums no. 06/386/30.05.2014 and no. 07/386/11.11.2014 to the loan contract no. 386/02.07.2012 and subsequent addendums;
Addendums no. $08/186/30.05.2014$ and no. $09/186/11.11.2014$ to the loan contract no. 186/24.06.2009 and subsequent addendums;
Addendums no. 05/187/30.05.2014 and no. 06/187/13.11.2014 to the loan contract no. 187/24.06.2009 and subsequent addendums.
IV. Approval of a under ceiling increase to issue banc guarantee letters from the multioption and multicurrency ceiling granted according to loan agreement no. 103bis/28.04.2006, closed with B.R.D.-G.S.G.- Militari Branch, with the sum of 1.000.000 lei. Bank guarantee letters constituted from the increased non-cash limit of 1,000,000 lei shall be used only in relation with M.Ap.N.
V. Approval of granting power-of-attorney to the President of the Board of Directors to sign in the name and for the company all the documents regarding the loan restructuring of the loans granted by Banca Transilvania S.A. Cluj-Napoca – Militari Branch, as well as all undertaken guarantee agreements and non-cash limit increase, with B.R.D.-G.S.G.- Militari Branch.
VI. Approval of the registration date which serves for the identification of the shareholders subject to the resolution of the General Shareholders' Meeting, proposing to such end the day of 23.01.2015, respectively ex date 22.01.2015.
VII. Empowering the President of the Board of Directors to sign the minutes and the resolution of the Extraordinary General Shareholders' Meeting and empowering the company's legal counselor to carry out the necessary deeds for the registration of the mentions application with the Trade Registry Office and for the publication of the resolution of the Extraordinary General Shareholders' Meeting in the Official Gazette of Romania, Part IV.
All 7(seven) points from the daily itinerary had been approved, as where presented above.
Approval of the registry date which serves to identify shareholders which are affected by the effects of this meeting, established by the extraordinary general meeting is: 23.01.2015, respectively 22.01.2015.
The convener had been resolved trough publishing of the convener announcement in the Romanian Official Gazette - no.7296/08.12.014 - part IV and in the Adevarul newspaper on 10.12.2014.
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The extraordinary shareholders general meeting, legally convened in the meeting on 07.01.2015 decided upon the daily itinerary discussions and adopted decision no.1 / 07.01.2015 trough which all the points above had been approved.
We annex to the this article decision AGEA No.1 / 07.01.2015
PRESIDENT- GENERAL DIRECTO Eng. VIEHMANN RADU ECONOMIC-COMERCIAL MANAGER Ec. ANGHEL CLAUDIA
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