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Santierul Naval Orsova S.A.

AGM Information Dec 28, 2021

2348_iss_2021-12-28_0477c59b-defc-43bc-afbb-81bb9c24f7ae.pdf

AGM Information

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ŞANTIERUL NAVAL ORŞOVA S.A. Nr. RC J25/150/1991 CIF: RO 1614734 Capital social: - subscris 28.557.297,5 lei - varsat 28.557.297,5 lei Str. Tufări, nr. 4, Orşova, 225200, Mehedinţi Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648 E-mail: [email protected]; [email protected] Codul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79 Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orşova Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orşova

To:

THE STOCK EXCHANGE – Department for Operations Issuers of Regulated Markets

FINANCIAL MONITORING AUTHORITY – Sector of Instruments and Financial Investment

CURRENT REPORT ACCORDING TO LAW NO. 24/2017 AND TO THE ASF REGULATION NO. 5/2018 CONCERNING THE ISSUERS OF FINANCIAL INSTRUMENTS AND MARKET OPERATIONS

Date of the Report: 28.12.2021

Name of the trading company: ŞANTIERUL NAVAL ORŞOVA S.A.; Registered office: 4, TUFĂRI Street, ORŞOVA, MEHEDINŢI County; Telephone/fax:0252/362399 0252/360648; Single registration code issued by the Trade Register: RO 1614734; Registered number with the Trade Register's Office: J25/150/03.04.1991; Code Lei: 254900UXAJ8TPIKLXG79 Subscribed and paid in share capital: 28,557,297.5 Lei Number of shares: 11.422.919 common shares, of 2,5 lei each; Regulated market where the issued securities are traded: Bucharest Stock Exchange-category Standard (symbol: SNO)

IMPORTANT EVENT TO REPORT:

DECISION OF THE ORDINARY GENERAL MEETING SHAREHOLDERS No. 53 from 28.12.2021

The ordinary general meeting of shareholders of the company Şantierul Naval Orsova-S.A., Convened for December 28/29, 2021, carried out its works at the first convocation, respectively December 28, 2021, at 1200, at the main headquarters of the company from Orsova, str .Tufari no.4, being fulfilled the conditions of publicity and quorum according to the legal provisions (Companies Law no.31 / 1990, republished, with subsequent amendments; Law no.24 / 2017 and ASF Regulation no.5 / 2018 on issuers of financial instruments and market operations), as it results from the minutes of the technical secretariat of the meeting, respectively:

• The announcement regarding the convening of the ordinary general meeting of shareholders was published at least 30 days before the meeting in:

  • «Official Gazette» part IV, number 4650 of 12.11.2021;

  • The daily "Datina" no. 7968 from 12.11.2021;

  • The daily newspaper "BURSA" no. 220 from 12.11.2021;

• The materials subject to debate were published on the company's website www.snorsova.ro, at the deadline announced in the call, respectively 15.11.2021, with the right of access for all interested parties. • From the total number of shareholders registered in the register of shareholders, provided by S.C. The depositary of Central SA Bucharest, on the reference date 02.12.2021, expressed their votes - both directly and by correspondence, a number of 12 shareholders holding 91,7104% of the share capital, the quorum conditions being met, according to the provisions of art. 112 of the Companies Law no. 31/1990, republished, with the subsequent amendments and completions and of art. 15 par. (3) of the Articles of Association of the company.

After discussing all the materials presented in the agenda and taking into account the votes cast, directly and by correspondence, the Ordinary General Meeting of Shareholders

DECIDES:

Article 1. The election of the 3 member meeting secretariat is approved, respectively Mr. Dragos Calin, Mrs. Maria Carstoiu and Mrs. Carmen Inca, shareholders with the identification data available at the company's headquarters in charge of verifying the presence of shareholders, fulfilling the formalities required by law and the act constitutive for holding the general assembly, counting the votes cast during the meeting of the general assembly and drawing up the minutes of the meeting.

Article 2. The election of the Board of Directors is approved, for a term of 4 years, by the method of cumulative voting, in the following component:

    1. Rosca Radu Claudiu
    1. Enescu Radu Valentin
    1. Sperdea Mircea Ion
    1. Zoescu Mihai
    1. Mihai Constantin Marian

The number of cumulative votes obtained by each candidate for the position of administrator is the following: Mr. Rosca Radu Claudiu = 9,569,214 cumulative votes; Mr. Enescu Radu Valentin = 9,569,113 cumulative votes; Mr. Sperdea Mircea Ion = 9,569,113 cumulative votes; Mr. Zoescu Mihai = 12,101,685 cumulative votes and Mr. Mihai Constantin Marian = 11,453,060 cumulative votes.

It is noted the legal revocation according to art.167 para.3 of the ASF Regulation no.5 / 2018 of Messrs. Andanut Crinel Valer, Moldovan Marius Adrian, Ciurezu Tudor and Mrs. Dumitrescu Lucia Carmen, as an effect of their non-confirmation by cumulative vote in the new Council of Administration of the company starting with the date of 28.12.2021.

Article 3. The discharge of the members of the Board of Directors who have not been reconfirmed by cumulative vote in the new Board of Directors is not approved.

"For" votes = 4,704,937, representing 44.9116% of the total votes cast;

"Against" votes = 31,104, representing 0.2969% of the total votes cast;

Abstentions = 5,739,962, representing 54.7915% of the total votes cast;

Article 4. By unanimous votes, it is approved the maintenance at the current level of the remunerations due to the directors, valid from the date of the present Ordinary General Meeting of Shareholders and until the date of the next Ordinary General Meeting of Shareholders, respectively:

  • President: 6,000 lei net / month
  • Vice President: 5,500 lei net / month
  • Member: 5,000 lei net / month

Article 5. With unanimous votes, it is approved the maintenance at the current level of the professional civil liability insurance for the members of the Board of Directors, respectively 50,000 euro / year.

Article 6. It is approved the conclusion of the Management Contract with the members of the Board of Directors, according to the model contract approved by the OGMS decision No. 51 of 02.10.2020.

Article 7. It is approved, by unanimous votes, the empowerment of Mr. Dragos Câlin, as a conventional agent from the company, for the signing of the Management Contract with the members of the Board of Directors.

Article 8. It is approved, by unanimous votes, the power of attorney of Mr. Mircea Ion Sperdea, General Manager of the company, to sign the decision of the Ordinary General Meeting of Shareholders (OGMS) and any other acts necessary to implement the OGMS decision and to perform the formalities advertising and recording it.

This decision is an integral part of the minutes prepared by the commission appointed for this purpose and will be published according to the legal provisions, regarding the continuous information of the shareholders.

This decision, adopted with the quorum established by law, will be submitted within the legal term to the Mehedinti Trade Register Office to be mentioned in the register and published in the Official Gazette of Romania, part IV, and a copy accompanied by the other documents provided in the legal norms will be submitted to the Financial Supervision Authority and the Bucharest Stock Exchange, through the care of the general manager of the company, Mr. Eng. Sperdea Mircea Ion.

PRESIDENT OF THE MEETING MEETING SECRETARY MIHAI CONSTANTIN MARIAN DRAGOS CALIN

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