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Turbomecanica S.A.

AGM Information May 10, 2016

2324_iss_2016-05-10_1c76ec6e-e134-4dbf-a4d5-35af0d760f33.pdf

AGM Information

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RBOMECAN REGIST SIRE Nr 200 a Luna ....... Ziua

TURBOMECANICA

244 Iuliu Maniu Bd. District 6 Postal Code 061126 Bucharest - Romania Tel.: (+4) 021 434 07 41 Fax: (+4) 021 434 09 21; (+4) 021 434 31 65 Trade Registry Code J40/533/1991 Fiscal Registration Code RO3156315 Sole Registration Code 3156315 Fully Paid Share Capital 36.944.247,50 RON www.turbomecanica.ro; e-mail: [email protected]

CURRENT REPORT ACCORDING TO THE LAW 297/2004, ART. 227

AND TO THE REGULATION CNVM NO. 1/2006

DATE OF THE REPORT: 25.04.2016

SHARHOLDERS'S ORDINARY GENERAL ASSEMBLY AND EXTRAORDINARY GENERAL ASSEMBLY registered in the Shareholders' registry at the end of 15.04.2016., in accordance with the provisions of Law no. 31/1990, republished, as amended and Law no. 297/2004, convened for 25.04.2016, at 11.00 12.00 o'clock, in the Protocol Hall of "Turbomecanica" S.A. o'clock, namely company, situated in Bucharest, Bd. Iuliu Maniu no. 244, district 6, THE ORDINRAY GENERAL ASSEMBLY AND THE EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS legally constituted in the meeting of 25.04.2016 had presence of 58.5692 %

The ordinary general assembly had the following agenda:

    1. Approval of the Administrators' Report issued by the Managing Board for year 2015 and the administrative discharge of the Managing Board members for vear 2015:
    1. Approval of the Financial Audit Report issued for the year 2015;
    1. Approval of the Financial Statements for the year 2015;
    1. Approval of the net profit distribution for the year 2015;
    1. Approval of the income and expense budget for the year 2016;
    1. Approval of the investment plan for year $2016$ ;
    1. Approval of the administrative agreement no.5/2012 termination and the discharge of the Managing Board members from its effects;
    1. Election of the Managing Board members;
    1. Approval of the draft framework administrative agreement which will be concluded with each Managing Board member and appointment of the person who will represent the Company by signing in the name of the Company the administrative agreement with the Managing Board members;
    1. Remuneration settlement for the Managing Board members for the ongoing exercise:
    1. Approval of the general limits for all additional remuneration of the Managing Board members and approval of the general limits for the executive directors' remuneration:
    1. Appointment of the financial auditor and settlement of the minimum period of contract for the financial audit engagement;

PECSMURE TO THE PACE SECTIONS

    1. The approval of the registration date which is used to identify the shareholders affected by the Shareholders' General Meeting's decision; to that end the date of 18.05.2016 was proposed.
    1. Authorisation of the President of the Board to sign The Minute and the Decision of the Shareholders' Ordinary General Meeting and of the Company's legal counsel to fulfil the necessary formalities in order to register the deed of undertaking at the Trade Office Register and publishing the Decision of the Shareholders' Ordinary General Meeting in the Official Monitor, Part IV

All 14 (fourteen) points of the agenda were approved, as presented above.

The main indicators approved for 2015 are:

1. Turnover 69,141,032 lei
2. Total revenue 76,692,222 lei
3. Total expense 73,288,317 lei
4. Gross Profit 3,403,905 lei

The recorded profit will be distributed to the legal reserve and to cover the loss from previous years.

The main financial indicators approved by the company for FY 2016 budget of revenue and expenses are:

1. Total revenue 56,302,690 lei
2. Total expense 53,658,495 lei
3. Net Profit 2,644,195 lei

Approval of the registration date which serves to identify the shareholders affected by the decision of the Ordinary General Assembly; the date of 18.05.2016 was set by the General Assembly, namely ex date 17.05.2016.

The convener notification was published in the Official Journal of Romania no. 1203/24.03.2016 - Part IV and in the Adevarul newspaper, issue dated 24.03.2016.

The Shareholders Ordinary General Assembly legally constituted during the meeting of 25.04.2016 has ruled on the issues introduced on the agenda and has adopted the Decision no. 2/25.04.2016 through which all points on the agenda were approved, as presented above.

The extraordinary general assembly had the following agenda:

I. Authorization to change the company's memorandum of association (statute), as follows:

  1. Replacing throughout the memorandum of association (statute) text the wording "commercial company" with the expression "company" and appropriate change of art. 1 and 2 of the memorandum of association (statute), which is rephrased as follows:

"Art. 1. - Name of the company The name of the company is TURBOMECANICA S.A. Company.

PG-SVO-91 2 d./ Stel, 1/0 Formular 4.

In all documents, invoices, announcements, publications and other documents used in trade, issued by the company, it will be mentioned: the name of the company, which will be preceded by the word "company" and followed by the words "share" company" or the initials S.A., head offices, commercial registration number, unique registration code and share capital, out of which the paid share capital.

Art. 2. - Legal Form of the Company

The Company TURBOMECANICA S.A. is a Romanian legal person, having a legal form of joint stock Company, admitted to trading. It carries out its activity accordingly to Romanian law provisions and with the present memorandum of association (statute)."

  1. Change of art. 8, paragraph. (3), which will have the following wording: "The record of shareholders is ensured by S.C. Depozitarul Central S.A. (Central Depositary), Bucharest-based, 34-36 Bd. Carol, district 2, authorised private independent registry, with which the company concluded an agreement for the provision of registry services."

  2. Change of art. 9, paragraph (2), which will have the following wording:

"The shares will be issued exclusively in a dematerialised form, recorded in book-entry form, according to the Regulation no. 13/2005 which is laying down procedures for the authorisation and functioning of central depository, clearing houses and central counterparties, approved by the Order of the National Securities Committee no. 60 / 2005."

  1. Change of art. 17, paragraph (1) which will have the following wording:

(1) The Company "TURBOMECANICA" S.A. Bucharest is managed in a unitary system by the Board, consisting of five members, chosen by the Ordinary General Assembly, including one president, chosen by the Board of its members. The Board's President is also the General Manager of the company.

  1. In the last phrase of art. 17 paragraph (4), the expression "directors" is replaced with "managers".

  2. Art. 21 paragraphs (2), (3) and (5) are modified and will have the following wording:

(2) All other personnel are hired by the general manager of the company.

(3) The salaries level of the company's personnel, on categories of functions, is established and can be modified by the General Manager based on studies and actual work, complying with the minimal limit of pay provided by the law.

(5) The rights and obligations of the company's personnel are established by the Company's General Manager.

  1. Art. 23 paragraph (1) is modified and will have the following wording:

"Yearly financial statements will be drawn up under the conditions provided by the law and will be checked and audited, according to the law, a copy of them, together with the management report, the financial auditor's report and the minutes of the Shareholders' General Assembly will be submitted at the territorial unit of the Minister of Public Finances, under the conditions provided by the Law of accountancy no. 82 / 1991, republished."

PG SMOUT SALAWRI, 1/0 Languitar 9

  1. Following paragraph (1) of art. 23 a new paragraph is inserted with the following wording:

"In case the companies' annual turnover is over 10 million RON, the company has the obligation to publish an announcement confirming the submission of acts provided at paragraph (1) in the Official Journal of Romania, Part IV."

  • The approval of the registration date which is serves to identify the Н. shareholders affected by the Shareholders' Extraordinary General Meeting's decision, by proposing to that purpose the date of 18.05.2016.
  • Authorisation of the President of the Board to sign the following documents: $III$ The Minute and the Decision of the Shareholders' Extraordinary General Meeting, the addendum with the amendments and additions to the memorandum of association (statute) of the Company; the updated memorandum of association (statute) of the Company and the authorization of the Company's legal counsel to fulfil the necessary formalities in order to register the deed of undertaking at the Trade Office Register and publishing the Decision of the Shareholders' Extraordinary General Meeting in the Official Monitor, Part IV.
  • All 3 (three) points of the agenda were approved, as presented above.

Approval of the registration date which serves to identify the shareholders affected by the decision of the Extraordinary General Assembly; the date established by the General Assembly is 18.05.2016, namely ex date 17.05.2015.

The meeting was announced in the Official Journal of Romania no. 1203/24.03.2016 = Part A IV and in the Adevarul newspaper of 24.03.2016.

The Shareholders Extraordinary General Assembly legally constituted in the meeting of 25.04.2016 has ruled on the issues introduced on the agenda and has adopted the Decision no. 3/25.04.2016 through which all points on the agenda were approved, as presented above.

We attach the decisions AGOA no. 2/25.04.2016 and AGEA no. 3/25.04.2016.

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