AGM Information • May 19, 2025
AGM Information
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In accordance with Law no. 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations. Report date: 28.04.2025 Name of the issuing company: CARBOCHIM S.A. Registered office: Cluj-Napoca, Bdul Muncii no.18 Telephone/fax number: 0264 437 005 / 0264 437 026 Unique registration code: 201535, Fiscal attribute RO Serial number at the Cluj Trade Register: J12/123/1991 Subscribed and paid-up share capital: 12,313,405 lei Regulated market on which the issued securities are traded: BVB Bucharest Shares (market symbol: CBC
Important events to report: Current report on the Decisions of the Ordinary General Meeting and the Decisions of the Extraordinary General Meeting of Shareholders dated 28.04.2025 (first call).
On April 28, 2024, the Ordinary General Meeting of Shareholders (OGMS) and the Extraordinary General Meeting of Shareholders (EGMS) of CARBOCHIM S.A. were held on the first call, at the address in Cluj-Napoca, B-dul Muncii, no. 18, for all shareholders registered in the Company's Shareholders' Register, at the end of 14.04.2025, considered as the Reference Date according to the call, recorded in Minutes no. 1.
The meetings were attended by shareholders holding 3,962,800 shares, representing 80.457% of the company's share capital.
1. Approves, by unanimous vote, the annual financial statements ended on 31/12/2024, prepared in accordance with the International Financial Reporting Standards adopted by the European Union and with OMFP no. 2844/2016 for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards, based on the reports presented by the Board of Directors and the Financial Auditor, the indicators being the following:
| Turnover | 29.543.388 Lei |
|---|---|
| Net result for the year (Loss) | (1.222.697) Lei |
| Total assets | 98.750.223 Lei |
| Equity | 59.470.891 Lei |
| Liabilities | 39.279.332 Lei |
2. Approves, with unanimous votes, the Report of the Board of Directors for the year 2024 and the discharge of the Directors for the financial year 2024. The Directors did not vote.
3. Approves, unanimously, the coverage of the net loss of the financial year 2024, in the amount of 1,222,697.45 Lei, from the net profits carried forward from previous years.
4. Approves, with unanimous votes, the distribution of the amount of 5,565,659.06 Lei as dividends from the net profits carried forward from previous years, representing a gross dividend per share of 1.13 Lei.
5. Approves, with unanimity of votes, the Revenue and Expenditure Budget for 2025.
| Turnover | 30.000.000 Lei |
|---|---|
| Total revenue | 32.570.000 Lei |
| Total Expenses | 32.170.000 Lei |
| Gross Profit | 400.000 Lei |
6. Approves, with unanimity of votes, the Investment Program for the year 2025, in the amount of 1,348,000 Lei.
7. Approves, with unanimity of votes, the Remuneration Report of Directors and Non-Executive Administrators presented, for the financial year 2024.
8. Approves, with unanimity of votes, the maximum monthly limit for the remuneration of Directors, at the amount of 300,000 Lei, in accordance with the provisions of Art. 15318 of Law 31/1990.
9. Approves, with unanimity of votes, the date of 16.05.2025 as the date for identifying the shareholders on whom the effects of the Decision of the Ordinary General Meeting of Shareholders will be reflected, according to the provisions of art. 87 paragraph. (1) of Law 24/2017 on issuers of financial instruments and market operations, and the approval of the date of 15.05.2025 as the ex-date and the approval of the payment of dividends starting with 04.06. 2025.
10. Approves, unanimously, the empowerment of Mr. POPOVICIU VIOREL-DORIN, to draft and sign this Decision, to represent the company with full and unlimited powers in relation to public authorities and any other third party, to take the necessary steps to implement this Decision and to carry out all the necessary formalities to mention/register the Decision at the Trade Register Office and for its publication in the Official Gazette of Romania, with the possibility of subdelegation/substitution/mandate of other persons.
1. Approves, with unanimous votes, the commercial strategy for the year 2025.
2. Approves, with unanimous votes, the extension of credit lines in a total amount of 8,150,000 Lei or the commitment of new ones within a maximum ceiling of 10,000,000 Lei and their guarantee with mortgages on the company's assets. Approves, with unanimous votes, the delegation of the Board of Directors to establish the concrete conditions under which the extension of credit lines or the commitment of new ones within the approved ceiling will be carried out.
3. Approves, unanimously, the date of 16.05.2025, as the date for identifying the shareholders on whom the effects of the Decision of the Extraordinary General Meeting of Shareholders will be reflected, according to the provisions of art. 87 paragraph (1) of Law 24/2017 on issuers of financial instruments and market operations, and the approval of the date of 15.05.2025 as the ex-date.
4. Approves, with unanimous votes, the deletion of the main object of activity, regulated according to CAEN Rev. 2. The new main object of activity, regulated according to CAEN Rev. 3 is 2391 - Manufacture of abrasive products.
5. Approves, unanimously, the deletion of the secondary activity object, regulated according to CAEN Rev. 2. The new secondary object, regulated according to CAEN Rev. 3, includes the following activities:
2331 -Manufacture of ceramic tiles and slabs
2399 -Manufacture of other non-metallic mineral products (manufacture of natural or artificial abrasive products on a support, including products applied to a soft support, for example, abrasive paper)
2511 -Manufacture of metal constructions and component parts of metal structures
6. Approves, unanimously, the transfer of the shares held by the company CARBOCHIM S.A. within the company CARBOREF S.R.L., headquartered in Cluj – Napoca, str. Horea, no. 112, ap. 50, Cluj County, registered in the Trade Register under no. J12/1057/2001, CUI 14073053, under the following conditions: CARBOCHIM S.A., as Assignor, transfers all 75 shares it holds within CARBOREF S.R.L. to the assignee MIHUł IOAN. For the transferred shares, the Assignee will pay the Assignor the amount of 5,000 Lei. Except for the payment of the price, CARBOCHIM S.A. will no longer have any claims, neither from the Assignee nor from CARBOREF S.R.L. Following this assignment, the associative structure within CARBOREF S.R.L. is modified as follows:
· The subscribed and paid-up share capital is worth 150,000 Lei.
· MIHUł IOAN holds 285 shares, with a nominal value of 500 Lei each, for a total value of 142,500 Lei, representing 95% of the value of the share capital and has a participation in profits and losses of 95%.
· CARBOTECH SRL holds 15 shares, with a nominal value of 500 Lei each, for a total value of 7,500 Lei, representing 5% of the value of the share capital and has a participation in profits and losses of 5%.
7. Approves, unanimously, the authorization of Mr. POPOVICIU VIOREL DORIN to draft and sign this Decision, to represent the company with full and unlimited powers in relation to public authorities and any other third party, to take the necessary steps to implement the provisions of the General Assembly Decision and to carry out all the necessary formalities
to mention/register the Decision at the Trade Register Office and for its publication in the Official Gazette of Romania, with the possibility of subdelegation/substitution/mandate of other persons.
8. Approves, with unanimous votes, the update of the Articles of Association of CARBOCHIM S.A.
9. Approves, with unanimous votes, the empowerment of Mr. POPOVICIU VIOREL-DORIN, to draft and sign this Decision, to represent the company with full and unlimited powers in relation to public authorities and any other third party, to take the necessary steps to implement the provisions of this Decision and to carry out all the necessary formalities to mention/register the Decision at the Trade Register Office and for its publication in the Official Gazette of Romania, with the possibility of subdelegation/substitution/mandate of other persons.
Cluj-Napoca, 28.04.2025
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