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CARBOCHIM S.A. - CBC

OGSM & EGSM resolutions 26.02.2018 - English Version

Release Date: 3/8/2018 1:16:39 PM

IRIS Code: 369CE

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.1/2006 on issuers of and operations with securities and Law 297/2004 regarding the capital market

 Report Date: February 26th , 2018

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:                                             

The Geenral Ordinary and Extraordinary Meeting of Shareholders took place on February 26th 2018 at the headquarters of the company from Cluj’Napoca, 3 1 Mai Square, upon the first summoning, and recorded in Record of Accounts no. 1, in the presence of shareholders holding a number of 4.581.321 shares representing 92, 92% of the company’s share capital, in consideration of Civil Decision no. 604/2017 of the Cluj Court of Appeals issued in Docket no. 1146/1285/2016 whereby the absolute nullity of Carbochim S.A GOMS Decision no. 2 dated November 29th 2016 choosing the company’s Board of Administration

 

                                                  AGENDA         

 

                I. At the Ordinary General Meeting of Shareholders, the present shareholders discussed and approved:

 

1.      On the the election of a new Board of administration of the company CARBOCHIM S.A using the method of cumulative, secret voting.

Following the counting of the secret votes cast by the shareholders, the Board of Administration consists from:

1. Popoviciu Viorel-Dorin, Engineer of Romanian citizenship, reelected for a mandate of 4 years starting on February 26th 2018 and until February 26th 2022 based on a number of 4.209.770 cumulated awarded votes representing 18, 38 % of the total 22.906.355 cumulated votes.

             2. Popa Gheorghe Titus Dan, Engineer of Romanian citizenship, reelected for a mandate of 4 years starting on February 26th 2018 and until February 26th 2022 based on a number of 4.138.540 cumulated awarded votes representing 18, 07% of the total 22.906.355 cumulated votes.

             3. Ionescu Mircea Pietro, Engineer of Romanian citizenship, reelected for a mandate of 4 years starting on February 26th 2018 and until February 26th 2022 based on a number of 4.215.188 cumulated awarded votes representing 18, 40 % of the total 22.906.355 cumulated votes.

            4. Stoicescu Daniel-Silviu, Attorney of Romanian citizenship, reelected for a mandate of 4 years starting on February 26th 2018 and until February 26th 2022 based on a number of 3.334.500 cumulated awarded votes representing 14, 56% the total 22.906.355 cumulated votes.                    

            5. Crisan Viorel-Vasile, Economist of Romanian citizenship, reelected for a mandate of 4 years starting on February 26th 2018 and until February 26th 2022 based on a number of 3.948.192 cumulated awarded votes representing 17, 23 % the total 22.906.355 cumulated votes.

As per the provisions of the Company’s Bylaws, the duration of the administrators’ mandate is set for a period of 4 years starting on February 26th 2018 and until February 26th 2022.

The value of the administrators’ gross indemnification remains the current one namely, 30% of the General Manager’s gross wage. 

2. On approving March 15th 2018 as the date of identification of shareholders who are to be impacted by the effects of such General Ordinary Meeting of Shareholders’ decision as per article.86, paragraph 1 of Law no. 24/2017 on the capital market and, on approving March 14th 2018 as the ex-date, the votes being 100% in favor. 

                        3. On approving to give power of attorney to Mr. Popoviciu Viorel-Dorin so that he may draft and sign the adopted decisions and, to give power of attorney to Mrs. Herteg Editha, Legal Counselor, to perform all the necessary intercessions so as to register the decisions with the Office of the Trade Registry and to publish them in the Official Gazette of Romania, the votes being 100% in favor. 

II. For the Extraordinary General Meeting of Shareholders, the present shareholders discussed and approved:

             1.A. Confirmation, ratification and adoption of the Addendum no. 10 to the Special Credit Terms (SCT) to the Credit Agreement no. CLUJ3 / 137/2009 dated 09 December 2009, signed with Unicredit Bank SA. Addendum no. 10 to the Special Credit Terms (SCT) confirmed, ratified and assumed by this decision was signed on 08 December 2017 by Mr. Popoviciu Viorel Dorin as Chief Executive Officer and Barabula Mihaela as Chief Financial Officer, the votes being 100% in favor. 

  1.B. Confirmation, ratification and undertaking of the Mortgage Agreement to the Credit Agreement no. CLUJ3 / 137/2009 dated 09 December 2009, signed with Unicredit Bank SA. The Mortgage Agreement to the Credit Agreement no. CLUJ3 / 137/2009 dated 09 December 2009 confirmed, ratified and undertaken by this Decision was signed on 08 December 2017 by Mr. Popoviciu Viorel Dorin as as Chief Executive Officer and Barabula Mihaela as Chief Financial Officer, the votes being 100% in favor. 

             2. The approval of the date of 15 March 2018, as the identification date of the shareholders on whom the effects of the decision of the Extraordinary General Meeting of Shareholders are to be incumbent, according to Art. 86 paragraph 1 of the Law 24/2017 regarding the issuers of financial instruments and market operations. and the approval of the date of 14 March 2018 as ex-date, the votes being 100% in favor. 

3. On approving to give power of attorney to Mr. Popoviciu Viorel-Dorin so that he may draft and sign the adopted decisions and, to give power of attorney to Mrs. Herteg Editha, Legal Counselor, to perform all the necessary intercessions so as to register the decisions with the Office of the Trade Registry and to publish them in the Official Gazette of Romania, the votes being 100% in favor.

 

                                     CHAIRMAN OF THE BOARD OF DIRECTORS

                                                 CHIEF EXECUTIVE OFFICER

                                               POPOVICIU VIOREL, ENGINEER                                             

 



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