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CARBOCHIM S.A. - CBC

OGSM & EGSM resolutions 24.04.2019-English Version

Release Date: 5/17/2019 4:49:30 PM

IRIS Code: 5B8B5

To the attention of: FINANCIAL SUPERVISION AUTHORITY

Fax: 021 326 68 48; 021 326 68 49

 BUCHAREST STOCK EXCHANGE

Fax: 021 312 47 22; 021 317 99 23; 021 307 95 19

 

                                            CURRENT REPORT

 According to the National Securities Commission Regulation no.5/2018 on issuers of and operations with securities and Law  24/2017 regarding financial instruments issuers and market operations

 Report Date: April 24th, 2019

Name of the Issuing Company: CARBOCHIM S.A. CLUJ

Registered Office: P-ta. 1 Mai nr. 3, CLUJ-NAPOCA

Phone 0264 437 005; Fax: 0264 437 026 

Taxpayer Identification Number: 201535, Tax attribute RO

Registration Number with Cluj Trade Register: J12/123/1991;

Subscribed and paid-up share capital: RON 12,325,437.5

Regulated market where the issued securities are traded: Bucharest Stock Exchange

Shares (Market Symbol: CBC)

 Important events to report:                                                        

 

                        On April 24th, 2019 the General Meeting of Shareholders took place at the registered office of the company, located in the city of Cluj – Napoca, 1 Mai Square no. 3, upon first convening, as recorded in Minutes no. 1 with shareholders holding 4.188.909 shares, representing 84,9647% of the company’s share capital attending.                                           

 

                I. In the Ordinary General Meeting of Shareholders, the attending shareholders discussed and approved as follows:

 1.      To present and approve the annual financial statements concluded on December 31st, 2018, prepared according to the International Financial Reporting Standards, adopted by the European Union and the Order of the Ministry of Public Finance no. 2844 / 2016 for the approval of Financial Regulations pursuant to the reports put forward by the Board of Directors and the financial auditor, with the following indicators:

 

Turnover

36.073.770 lei

Net Result

2.667.588 lei

Total Assets

97.896.841 lei

Own Capitals

79.116.393 lei

Debts

18.780.448

The vote was 100% favourable.

   2.      To approve the Administration report of the Board of Directors for 2018 and to discharge from administration the directors for the 2018 financial year, 100% favourable vote, cast by the ones with the right to vote. The directors did not vote.

3. To approve the allotment of the net proceeds for the 2018 financial year, amounting to RON 2.667.587,86  as it follows:

-          legal spare funds: RON 166.484,39;

-          dividends: RON 1.479.052,50 lei (gross dividend 0.30 lei / share); 

-          reported result (undistributed proceeds: 1.022.050,97 lei);

The vote was 51,52 % favorable.

4. To approve June 11th, 2019 as the dividend payment date, the vote being 100% favourable.

5. To approve the Revenues and Expenses Budget for 2019.

Turnover

36.500.000 lei

Total Revenues

38.300.000 lei

Total Expenses 

36.700.000 lei

Gross Result

1.600.000 lei

The vote was 100% favourable.

              6. To approve the 2019 investment program, amounting to 15.896.200 lei, the vote being 100% favourable.

7. To approve May 21st, 2019 as the identification date of shareholders who will abide by the Ordinary General Meeting of Shareholders, in compliance with article 86, paragraph 1 of Law 24 / 2017 regarding the issuance of financial instruments and market operations and to approve May 20th, 2019 as ex – date, the vote being 100% favourable.

8. To empower Mr. Popoviciu Viorel – Dorin to draft and sign the adopted resolution and Mrs. Herteg Editha to undergo all required formalities in order to mention / register the resolutions with the Trade Register Office and to publish them in the Romanian Official Gazette, the vote being 100% favourable.

  II. For the Extraordinary General Meeting of Shareholders the attending shareholders discussed and approved as follows:

 

1. To approve the 2019 commercial strategy, the vote being 100% favourable.

2. To approve the extension of credit lines amounting to a total of lei 7.150.000 or the contracting of new ones within the same ceiling and to secure them with mortgages on the company’s assets, the vote being 100% favourable.

To approve the mandating of the Board of Directors in order to set the actual conditions for the credit lines extensions or the contracting of new ones within the same approved ceiling the vote being 100% favourable.

3. To approve the contracting of an investment loan amounting to maximum 14.000.000 lei or the equivalent Euro value in order to make the investments provisioned in the investment plan for 2019, the vote being 100% favourable.

To approve the mandating of the Board of Directors in order to set concrete conditions the investment credit shall be engaged in, within the approved ceiling, the vote being 100% favourable.

4. To approve May 21st, 2019 as the identification date of shareholders who will abide by the Ordinary General Meeting of Shareholders, in compliance with article 86, paragraph 1 of Law 24 / 2017 regarding the issuance of financial instruments and market operations and to approve May 20th, 2019 as ex – date, the vote being 100% favourable.

5. To empower Mr. Popoviciu Viorel – Dorin to draft and sign the adopted resolution and Mrs. Herteg Editha to undergo all required formalities in order to mention / register the resolutions with the Trade Register Office and to publish them in the Romanian Official Gazette, the vote being 100% favourable.

 

 

                                               CHAIRMAN OF THE BOARD OF DIRECTORS

                                                             CHIEF EXECUTIVE OFFICER

                                                          POPOVICIU VIOREL, ENGINEER

                                               

 

 



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