AGM Information • Apr 27, 2017
AGM Information
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No. 4537/27.04.2017
To: FINANCIAL SUPERVISORY AUTHORITY- Financial instruments and investments sector
BUCHAREST STOCK EXCHANGE
Ref: Current report related to the decisions of the Ordinary & Extraordinary General Assembly of the Shareholders
Current report according to FSA Regulation no 1/2006 Report date: 27.04.2016 Name of Issuer: Banca Comerciala Carpatica Headquarters: Bucharest, 31-33 Brezoianu Actor street, floors 1, 2 and attic Phone / Fax No: 021 313 30 44 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J40/9252/2016 Subscribed and paid-in share capital: 220,274,282.20 RON The regulated Market: Bucharest Stock Exchange
The decisions of the Ordinary & Extraordinary General Assembly of the Shareholders of Banca Comerciala Carpatica S.A.
Bogdan Merfea Mihaela Constantin
Member of the Management Board Financial Markets Department
The ordinary general shareholders meeting of Banca Comerciala Carpatica S.A. (the "Assembly"), company managed under unitary system, incorporated and operating under Romanian law, with registered office in Bucharest, District 1, 31 Brezoianu Ion Actor Street, floors 1,2 and attic, registered at the Trade Registry Office before Bucharest Court under no. J40/9252/2016, sole registration number RO 11447021, with a subscribed and paid up share capital of ROL 220,274,282.20, registered with Banking Register under no. PJR-32-045/15.07.1999 (the "Bank"), legally and statutory convened, in accordance with art. 111 and 117 par. 1 from Law no. 31/1990 regarding companies, as republished, and with art 243 from Law no. 297/2004 on capital markets, and with art. 5 from the National Securities Commission Regulation no. 6/2009 regarding the exercise of certain rights by shareholders in general meetings of companies, and with art. 8.2 and 9 from the Bank's articles of association, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 989/24.03.2017 and in the newspaper "Bursa" from 27.03.2017, as well as by submitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report dated 3386/24.03.2017,
Legally and statutory met on 27 April 2017, at 10:00 hours, within the first convening at Bucharest, District 1, 31 Brezoianu Ion Actor Street, floors 1,2 and attic, room E, by personal presence or by proxy representation or correspondence voting of a number of 8 shareholders who own a number of 1,468,273,798 shares having voting rights attached, representing 81.81% of the total voting rights, respectively 66.67% from the Bank's share capital, in accordance with the minutes of the ordinary general shareholders meeting as of 27 April 2017,
The individual and consolidated annual financial statements as at 31.12.2016, prepared in accordance with the International Financial Reporting Standards, based on the reports presented by the Management Board and the Supervisory Board and of the auditor's financial report regarding the financial statements of the Bank as well as the annual financial result for 2016 – accounting loss in amount of RON 44,927,695.68, that shall be registered in the reported result.
Mrs. Kallos Diana-Maria and Mr. Vancea Grigore-Valentin, in order to perform, individually, all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the OGSM on 27.04.2017, as well as approval of the power of these persons to appoint other persons in order to fulfil the formalities mentioned above.
The date of 16.05.2017 as ex-date, according to the art. 2 and 5 point 11 of the Regulation no. 6/2009 regarding the exercising of certain rights of shareholders during the general meetings of the companies.
The date of 17.05.2017 as record date for identifying the shareholders upon which the resolutions of the Ordinary General Meeting of Shareholders will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets, as amended and supplemented in force on the date of convening of the Assembly – subsequently abrogated by Law no. 24/2017 regarding the issuers of financial instruments and market operations – and with Art. 86 par. 1 of Law no. 24/2017, in force on the date of hereby.
1. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
2. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
Mrs. Kallos Diana-Maria and Mr. Vancea Grigore-Valentin, in order to perform, individually, all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the OGSM on 27.04.2017, as well as approval of the power of these persons to appoint other persons in order to fulfil the formalities mentioned above.
3. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
4. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0%
of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
The date of 17.05.2017 as record date for identifying the shareholders upon which the resolutions of the Ordinary General Meeting of Shareholders will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets, as amended and supplemented in force on the date of convening of the Assembly – subsequently abrogated by Law no. 24/2017 regarding the issuers of financial instruments and market operations – and with Art. 86 par. 1 of Law no. 24/2017, in force on the date of hereby.
1. The election of two members in the Bank's Board Management, with a mandate of 4 years, respectively until 27.04.2021, the exercising of the management responsibilities by them to be performed starting with date of their approval by the National Bank of Romania. The following persons were elected as members in the Board Management of the Bank:
| Votes results for the membership in the Managament Board (secret votes) - Valid votes valid expressed 1,457,688,972 – - Cancelled votes 10,584,826 - |
||||
|---|---|---|---|---|
| No. | Name | For | Against | Abstention |
| 1 | SURDU NICOLAE |
1,420,759,718 votes representing 79.16% of the total number of shares having voting rights, respectively 97.47% of the total number of valid votes in the assembly |
0 votes representing 0% of the total number of valid votes in the assembly |
36,929,254 votes representing 2.06% of the total number of shares having voting rights, respectively 2.53% of the total number of valid votes in the assembly |
| 2 | IUGA VASILE |
1,420,759,718 votes representing 79.16% of the total number of shares having voting rights, respectively 97.47% of the total number of valid votes in the assembly |
0 votes representing 0% of the total number of valid votes in the assembly |
36,929,254 votes representing 2.06% of the total number of shares having voting rights, respectively 2.53% of the total number of valid votes in the assembly |
2. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
Mrs. Kallos Diana-Maria and Mr. Vancea Grigore-Valentin, in order to perform, individually, all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the OGSM on 27.04.2017, as well as approval of the power of these persons to appoint other persons in order to fulfil the formalities mentioned above.
3. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
The date of 16.05.2017 as ex-date, according to the art. 2 and 5 point 11 of the Regulation no. 6/2009 regarding the exercising of certain rights of shareholders during the general meetings of the companies.
4. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
The date of 17.05.2017 as record date for identifying the shareholders upon which the resolutions of the Ordinary General Meeting of Shareholders will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets, as amended and supplemented in force on the date of convening of the Assembly – subsequently abrogated by Law no. 24/2017 regarding the issuers of financial instruments and market operations – and with Art. 86 par. 1 of Law no. 24/2017, in force on the date of hereby.
1. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
The individual remuneration due to the members of the Board Management for the financial year 2017, as follows:
Mrs. Kallos Diana-Maria and Mr. Vancea Grigore-Valentin in order to perform, individually, all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the OGSM on 27.04.2017, as well as approval of the power of these persons to appoint other persons in order to fulfil the formalities mentioned above.
3. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
The date of 16.05.2017 as ex-date, according to the art. 2 and 5 point 11 of the Regulation no. 6/2009 regarding the exercising of certain rights of shareholders during the general meetings of the companies.
4. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 79,16% of the total number of shares with voting rights, respectively 96.77% from the total number of expressed valid votes in the Assembly, 0 votes "against" representing 0% of the total number of expressed valid votes in the Assembly and 47,423,921 "abstentions" representing 2.64% of the total number of shares with voting rights, respectively 3.23% from the total number of expressed valid votes in the Assembly
APPROVAL OF
The date of 17.05.2017 as record date for identifying the shareholders upon which the resolutions of the Ordinary General Meeting of Shareholders will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets, as amended and supplemented in force on the date of convening of the Assembly – subsequently abrogated by Law no. 24/2017 regarding the issuers of financial instruments and market operations – and with Art. 86 par. 1 of Law no. 24/2017, in force on the date of hereby.
Chairman of the Assembly Technical Secretary of the Assembly
Merfea Bogdan Mihaela Constantin
The ordinary general shareholders meeting of Banca Comerciala Carpatica S.A. (the "Assembly"), company managed under unitary system, incorporated and operating under Romanian law, with registered office in Bucharest, District 1, 31 Brezoianu Ion Actor Street, floors 1,2 and attic, registered at the Trade Registry Office before Bucharest Court under no. J40/9252/2016, sole registration number RO 11447021, having a subscribed and paid up share capital of ROL 220,274,282.20, registered with Banking Register under no. PJR-32-045/15.07.1999 (the "Bank"), legally and statutory convened, in accordance with art. 111 and 117 par. 1 from Law no. 31/1990 regarding companies, as republished, and with art 243 from Law no. 297/2004 on capital markets, and with art. 5 from the National Securities Commission Regulation no. 6/2009 regarding the exercise of certain rights by shareholders in general meetings of companies, and with art. 8.2 and 9 from the Bank's articles of association, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 989/24.03.2017 and in the newspaper "Bursa" from 27.03.2017, as well as by submitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report dated 3386/24.03.2017,
Legally and statutory met on 27 April 2017, at 10:00 hours, within the first convening at Bucharest, District 1, 31 Brezoianu Ion Actor Street, floors 1,2 and attic, room E, by personal presence or by proxy representation or correspondence voting of a number of 8 shareholders who own a number of 1,468,273,798 shares having voting rights attached, representing 81.81% of the total voting rights, respectively 66.67% from the Bank's share capital, in accordance with the minutes of the extraordinary general shareholders meeting as of 27 April 2017,
1. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 96.77% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly and 47,423,921 "abstentions" representing 3.23% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly
The amendment of the Bank's Articles of Association as follows:
"17.1. The Management Board delegates the coordination of the Bank to several managers, appointing among them a general manager, the rest being deputy general managers.
17.2 The general manager and the deputy general managers act jointly, within the limits of the powers and duties set by the Management Board, in a Committee of Directors, having the following main powers and duties:
(a) taking all necessary actions regarding the operative management of Bank's operations, observing the limitations set by the business object of the Bank and the exclusive powers of the Management Board and General Meeting of Shareholders;
(b) approving the internal regulatory documents of the Bank and any amendments thereto, except for those for which the statutory and regulatory framework require exclusive competence of the Management Board;
(c) approving the interests applied to Bank's resources and investments;
(d) approving the fees and commissions in Lei and foreign currency;
(e) appointing the leaders of organizational structures in the Bank's Central Office, and also the leaders of units in the territorial network.
17.3 The general manager and the deputy general managers shall regularly and duly inform the Management Board on the actions taken.
17.4 The Bank is represented and bound by the general manager together with any of the deputy general managers. In the absence of the general manager, the Management Board shall appoint the deputy general manager which will represent and bound the Bank instead of the general manager, together with any other deputy general manager. The Bank may be represented and bound also through signature by other(s) authorized person(s) appointed for this purpose by the general manager (or by the manager appointed by the Management Board, in the absence of the general director), together with any other deputy general manager.
17.5. The meetings of the Committee of Directors shall take place on weekly basis or whenever it may be necessary. The resolutions of the Committee of Directors are adopted by absolute majority of the members' votes, respectively 50% + 1 of the total number of the managers, members in the Committee of Directors. The vote cannot be cast by proxy. Details regarding the decision-making process and other organizational details are established in accordance with the Committee of Directors' Charter, adopted by resolution of the Management Board."
2. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 96.77% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly and 47,423,921 "abstentions" representing 3.23% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly
Mrs. Kallos Diana-Maria and Mr. Vancea Grigore-Valentin, in order to perform, individually, all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the EGSM on 27.04.2017, as well as approval of the power of these personsto appoint other persons in order to fulfil the formalities mentioned above.
3. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and
81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 96.77% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly and 47,423,921 "abstentions" representing 3.23% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly
4. With a total number of 1,468,273,798 shares for which there have been expressed valid votes, respectively 1,468,273,798 voting rights validly expressed, representing 66.67% of the share capital of the Bank and 81.81% of the voting rights attached to the shares representing the share capital of the Bank, of which 1,420,849,877 votes "for" representing 96.77% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly, 0 votes "against" representing 0% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly and 47,423,921 "abstentions" representing 3.23% of the total number of votes owned by the shareholders present, representatives or persons who have voted by correspondence in the Assembly
The date of 17.05.2017 as record date for identifying the shareholders upon which the resolutions of the Ordinary General Meeting of Shareholders will take effect, in accordance with the provisions of art. 238 of Law 297/2004 on capital markets, as amended and supplemented in force on the date of convening of the Assembly – subsequently abrogated by Law no. 24/2017 regarding the issuers of financial instruments and market operations – and with Art. 86 par. 1 of Law no. 24/2017, in force on the date of hereby.
Chairman of the Assembly Technical Secretary of the Assembly
Merfea Bogdan Mihaela Constantin
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