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Turbomecanica S.A.

Share Issue/Capital Change Sep 22, 2016

2324_iss_2016-09-22_07db92a9-982a-42d9-af57-05cd34944210.pdf

Share Issue/Capital Change

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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]

Our Reference: 53 Date: 22/09/2016

CURRENT REPORT ACCORDING TO THE LAW 297/2004 ARTICLE 227 AND CNVM REGULATION NO.1/2006

REPORT NO: DATE: 22 September 2016

COMPANY TURBOMECANICA SA REGISTERED OFFICE: 244 Iuliu Maniu Blv., District 6, Bucharest ROMANIA. TRADE REGISTERY NUMBER AND INCORPORATION DATE: J40/533/1991: FORM OF OWNERSHIP: Majority private; MAIN ACTIVITY: 3030 Manufacturing of Aircrafts and Spaceships; SOLE REGISTRATION CODE: RO3156315: REGULATED MARKET ON WHICH THE SECURITIES ISSUED ARE TRADED: Bucharest Stock Exchange; CALLED-UP AND PAID IN SHARE CAPITAL: 36.944.247,50 RON

The Board of TURBOMECANICA S.A., with its headquarter in Bucharest, Iuliu Maniu Bd. no. 244, sector 6, Trade Register No. J40/533/1991, C.U.I. (U.I.C.) 3156315, in accordance with the provisions of Law no. 31/1990, republished, as amended, and of Law no. 297/2004, met on 22.09.2016, has decided the convening on 31.10.2016, at 11.00 hours, at the Protocol Hall of "Turbomecanica" S.A., located in Bucharest, Iuliu Maniu Bd. No. 244, district 6, OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS registered in the Shareholders' Book at the end of the day of 20.10.2016.

The Extraordinary General Meeting will have the following agenda:

    1. Ratification of the Board's Decision concerning the restructuring of the loan granted by BRD-GSG- Militari branch together with the related commissions, interest and guarantees, according to addendum no. $53/25.05.2015$ and no. $54/23.05.2016$ to the loan agreement no. 103 Bis/28.04.2006, modified by all subsequent addendums;
  • $2.$ Ratification of the Board's Decision concerning the restructuring of the loan granted by Banca Transilvania S.A. Cluj Napoca - Militari branch, according to addendum no. 11/186/25.06.2015 and no. 13/186/26.05.2016 to the loan agreement no. 186/24.06.2009, modified by all subsequent addendums;

PG SMQ-01 Ed./Amd. 4/0 Formular 5

  • $3.$ Authorisation of the President of the Board to sign, in the company's name and on its behalf, all and any of the necessary acts, documents and deeds with regards to the restructuring/extension of the loans granted by BRD-GSG- Militari branch respectively Banca Transilvania S.A. Cluj Napoca - Militari branch
  • $4.$ The approval of registration date which is used to identify the shareholders affected by the effects of the Shareholders' Extraordinary General Meeting's decision, by proposing to that purpose the date of 16.11.2016, respectively the ex date of 15.11.2016.
    1. Authorisation of the President of the Board to sign The Minute and the Decision of the Shareholders' Extraordinary 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' Extraordinary General Meeting in the Official Monitor, Part IV.

If at the first convocation the legal conditions of representation are not met, the Extraordinary General Meeting will be convened again on 01.11.2016, at 11.00 hours, in the same location, having the same agenda.

The access of shareholders to the extraordinary general meeting is done by the simple proof of their identity, made in the case of individual shareholders, with the identity document, and in the case of legal personal and represented individual shareholders, with a special mandate given to the individual that represents them.

The special mandate will be issued in three original copies in Romanian or English (one for the company, one for the principal and one for the agent). Special mandates in Romanian or English and a copy of the identity document or the Registration certificate of the represented shareholder, will be submitted in original at the premises of the company or transmitted via email: [email protected], with extended electronic signature, until the 28.10.2016, at 14.00 hours.

The general power of attorney granted by the shareholder, as a customer, to an intermediary (defined according to art. 2 par. (1) pct. 14 of Law no. 297/2004) or to an lawyer, before the first use, will be submitted at the company premises as a copy certified by the shareholder representative until 28.10.2016, at 10.00 hours (the date of registration at the company's registry), under the sanction of use-it-or-lose-it right to vote by a Representative at the General Meeting convened through the present convener, according to the provisions of the law.

The shareholders registered at the reference date in the Shareholders'Book have the possibility to vote by correspondence (in Romanian or English) before the Shareholders' General Meeting by using the correspondence vote form. The correspondence vote form (in Romanian or English) with signature legalisation by a public notary together with the copy of the identity document or registration certificate of the shareholder will be transmitted to the company, in original, at its premises, until 28.10.2016, at 14.00 hours.

The information and documents concerning the items on the agenda, the decision drafts, the forms for the special mandates (in Romanian and English), as well as the correspondence vote form (in Romanian and English) will be made publicly available at the premises of the company or on its site (www.turbomecanica.ro), starting with 28.09.2016.

One or more shareholders which hold individually of collectively at least 5% of the share capital, have the right to introduce new items on the agenda of the shareholders general meeting. which will be transmitted to the company until 12.10.2016, at 16.00 hours. The shareholders

PG SMQ-01 Ed./Amd. 1/0 Formular 5

which proposed the introduction of new items on the agenda have the right to present drafts decision for the items on the agenda, until 12.10.2016, at 16.00 hours.

The shareholders may ask questions concerning the items on the agenda of the general meetings starting with 28.09.2016 until 28.10.2016, at 12.00 hours.

More detailed information concerning the rights of the shareholders will be available for consultation at the company premises or on the company's Internet page (www.turbomecanica.ro).

The reference date is 20.10.2016. Only the registered shareholders in the Shareholders' Book at the reference date will be allowed to participate and vote during the meeting.

PRESIDENT- GENERAL MANAGER VIEHMANN RADU

FINANCIAL & COMMERCIAL MANAGER ANGHEL CLAUDIA

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