AGM Information • Apr 29, 2025
AGM Information
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Bucureşti, Str. S.V. Rahmaninov nr. 46-48, sector 2, cod 020199 Telefon: +40 213 873 210 Fax: +40 213 873 209 Email: [email protected] www.longshield.ro
Current Report according to: Law 24/2017, FSA Regulation 5/2018 Report date: 29.04.2025 Name of the issuing entity: Longshield Investment Group SA Phone/fax number: 021.387.3210 / 021.387.3209 Sole Registration Code: 3168735 Order number in the Trade Register: J40/27499/1992 Subscribed and paid-up share capital: 76,110,584.50 lei Regulated market on which issued securities are traded
Registered office: Bucureşti, S.V. Rahmaninov Str, no.46-48, district 2 Bucharest Stock Exchange
The Resolutions of the Shareholders' Ordinary General Meeting and of the Shareholders' Extraordinary General Meeting of Longshield Investment Group SA held on 29 April 2025, held at the first convening
The Ordinary General Meeting of Shareholders of Longshield Investment Group - S.A., headquartered at 46-48 Serghei Vasilievici Rahmaninov Street, ground floor, room 2, Sector 2, Bucharest, registered with the National Trade Register Office under number J40/27499/1992, with VAT number 3168735, having a subscribed and paid-up share capital of 76,110,584.5 lei, listed in the ASF Register under number PJR09FIAIR/400005/09.07.2021, authorized by ASF Authorization no. 151/09.07.2021, convened statutorily on April 29, 2025, at the first call, in accordance with the notice published in the Official Gazette of Romania, Part IV, no. 1498 of March 27, 2025, in Ziarul Financiar no. 6,644 of March 27, 2025, on the company's website at www.longshield.ro, and on the company's page on the Bucharest Stock Exchange website, with the participation of shareholders holding 272,243,746 shares, representing 35.7695% of the company's share capital and 36.5554% of the total voting rights exercisable by the company's shareholders as of the reference date, April 17, 2025, pursuant to the provisions of Companies Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations, the current regulations of the Financial Supervisory Authority, and the company's Articles of Incorporation, having fulfilled all legal and statutory conditions for the validity of the call, the holding of the meeting, and the adoption of resolutions, adopted the following resolutions:
LONGSHIELD INVESTMENT GROUP S.A. - SOCIETATE AUTORIZATĂ PRIN AUTORIZAȚIA ASF NR. 151/09.07.2021, ÎNSCRISĂ ÎN REGISTRUL A.S.F. CU NR. PJR09FIAIR/400005/09.07.2021 - CAPITAL SOCIAL: 76.110.584,50 LEI, ÎNREGISTRATĂ LA ORC CU NR. J40/27499/1992, CUI: 3168735, CONT BANCAR: RO59BRDE450SV00951424500 B.R.D. - G.S.G. - COD LEI (LEGAL IDENTITY IDENTIFIER) 2549007DHG4WLBMAAO98 - ADMINISTRATĂ DE S.A.I. MUNTENIA INVEST S.A. - AUTORIZATĂ PRIN DECIZIA C.N.V.M. NR. D 6924/17.07.1997, REAUTORIZATĂ PRIN DECIZIA C.N.V.M. NR. 110/13.01.2004, ÎNSCRISĂ ÎN REGISTRUL A.S.F. CU NR. PJR05SAIR/400006/13.01.2004, AUTORIZATĂ CA ADMINISTRATOR DE FONDURI ALTERNATIVE (A.F.I.A.) CONFORM AUTORIZAȚIEI A.S.F. NR. 152/15.11.2024, ÎNSCRISĂ ÎN REGISTRUL A.S.F. CU NR. PJR08.AFIAA/400002/15.11.2024.
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
The discussion and approval of the annual financial statements of the Company for the 2024 financial year based on reports presented by the Manager S.A.I. Muntenia Invest - S.A., the financial auditor KPMG Audit SRL and the Board of Shareholders' Representatives of the Company ("BoSR").
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
The approval of the remuneration policy of Longshield Investment Group S.A. in accordance with the information material made available to the Company shareholders for the Shareholders' Ordinary General Meeting.
with a majority of 99,8740% of the validly cast votes by the shareholders, following the expression of a total of 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 271.900.712 votes "in favor", 343.034 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
with a majority of . 99,9987% of the validly cast votes by the shareholders, following the expression of a total of 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.335 votes "in favor", 2.911 votes "against", 500 abstentions, 0 annulled votes, and 0 unexercised votes.
The approval of the date of 20.05.2025 as the date of registration and of the date of 19.05.2025 as the Ex date, in accordance with the provisions of art. 87(1) of Law no. 24/2017 on issuers of financial instruments and market operations and of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations.
with a majority of 99,9989% of the validly cast votes by the shareholders, following the expression of a total 272.243.746 valid votes, corresponding to 272.243.746 shares and representing 35,7695% of the company's share capital, the following were recorded: 272.240.835 votes "in favor", 2.911 votes "against", 0 abstentions, 0 annulled votes, and 0 unexercised votes.
The Extraordinary General Meeting of Shareholders of Longshield Investment Group - S.A., headquartered at 46-48 Serghei Vasilievici Rahmaninov Street, ground floor, room 2, Sector 2, Bucharest, registered with the National Trade Register Office under number J40/27499/1992, VAT number 3168735, with a subscribed and paid-up share capital of 76,110,584.5 lei, listed in the ASF Register under number PJR09FIAIR/400005/09.07.2021, authorized by ASF Authorization no. 151/09.07.2021, convened statutorily on April 29, 2025, at the first call, in accordance with the notice published in the Official Gazette of Romania, Part IV, no. 1498 of March 27, 2025, in Ziarul Financiar no. 6,644 of March 27, 2025, on the company's website at www.longshield.ro, and on the company's page on the Bucharest Stock Exchange website, with the participation of shareholders holding 272,243,746 shares, representing 35.7695% of the company's share capital and 36.5554% of the total voting rights exercisable by the company's shareholders as of the reference date, April 17, 2025, pursuant to the provisions of Companies Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations, the current regulations of the Financial Supervisory Authority, and the company's Articles of Incorporation, having fulfilled all legal and statutory conditions for the validity of the call, the holding of the meeting, and the adoption of resolutions, adopted the following resolutions:
The election of the secretary of the meeting, namely Mr. Gheorghe Marcel or, in his absence, Mrs. Topor Elena Daniela, with the identification data available at the Company headquarters, who shall prepare the minutes for the meeting and shall count the votes cast by the shareholders at the meeting. Each of the proposed persons is a shareholder of Longshield Investment Group - S.A.
with a majority of 99,9989% of the votes held by the shareholders participating in the meeting, following the expression of a total of 272.245.092 valid votes, corresponding to 272.245.092 shares and representing 35,7697% of the company's share capital, the following were recorded: 272.242.181 votes "in favor," 0 votes "against", 2.911 abstentions, 0 annulled votes, and 0 unexercised votes.
The approval of the decrease in the subscribed share capital of Longshield Investment Group - S.A. from RON 76,110,584.5 to RON 74,474,384.5, by cancelling 16,362,000 own shares acquired by the Company following the implementation during the period from 18.12.2024 to 10.01.2025 of the public offering for the purchase of own shares in the application of the buy-back programme approved by the Shareholders' General Meeting. After the share capital decrease, the subscribed and paid-up share capital of Longshield Investment Group - S.A. shall be in the amount of RON 74,474,384.5, divided into 744,743,845 registered shares with a value of RON 0.1 each.
The subscribed share capital shall be decreased pursuant to art. 207(1)(c) of Law no. 31/1990 and shall take effect after the fulfilment of the legal conditions, namely: (i) the publication of the Decision of the Shareholders' Extraordinary General Meeting decreasing the share capital in the Official Journal of Romania, Part IV; (ii) the endorsement of the amendments regarding art. 3(1) of the Company Articles of Incorporation by the Financial Supervisory Authority; (iii) the registration of the Decision of the Shareholders' Extraordinary General Meeting decreasing the share capital with the Trade Register.
Consequently, after the share capital decrease, art. 3(1) of the Company Articles of Incorporation shall be amended as follows:
(1) The subscribed and fully paid-up share capital is RON 74,474,384.5, divided into 744,743,845 registered shares, with a value of RON 0.1 each. Each share gives the right to a vote at the Shareholders' General Meeting."
with a majority of 99,9995% of the votes held by the shareholders participating in the meeting, following the expression of a total of 272.245.092 valid votes, corresponding to 272.245.092 shares and representing 35,7697% of the company's share capital, the following were recorded: 272.243.736 votes "in favor", 0 votes "against", 1.356 abstentions, 0 annulled votes, and 0 unexercised votes.
The approval of the implementation of Own Share Buy-back Programme by Longshield Investment Group - S.A., which shall be implemented in accordance with the applicable legal provisions for the purpose of decreasing the Company share capital, having the following main characteristics:
(c) Longshield Investment Group - S.A. is authorised, throughout the Programme, to acquire own shares, granting Power of Attorney to the Company legal representative, S.A.I. Muntenia Invest - S.A., to conclude all documents, to take all necessary steps and to complete all formalities required for the implementation of the Own Share Buy-back Programme in compliance with the main characteristics of the Buy-back Programme approved by the Shareholders' General Meeting.
with a majority of 99,9995% of the votes held by the shareholders participating in the meeting, following the expression of a total of 272.245.092 valid votes, corresponding to 272.245.092 shares and representing 35,7697% of the company's share capital, the following were recorded: 272.243.736 votes "in favor", 0 votes "against", 1.356 abstentions, 0 annulled votes, and 0 unexercised votes.
The approval of the date of 20.05.2025 as the date of registration and of the date of 19.05.2025 as the Ex date, in accordance with the provisions of art. 87(1) of Law no. 24/2017 on issuers of financial instruments and market operations and of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations.
with a majority of 99,9995% of the votes held by the shareholders participating in the meeting, following the expression of a total of 272.245.092 valid votes, corresponding to 272.245.092 shares and representing 35,7697% of the company's share capital, the following were recorded: 272.243.736 votes "in favor", 0 votes "against", 1.356 abstentions, 0 annulled votes, and 0 unexercised votes.
Ștefan Dumitru General Director
Compliance Officer Claudia Jianu
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