Translation from Romania
ELECTROARGES S.A.
ARGIS CURTEA DE ARGES, str. Albesti, nr. 12, Judet Arges, ROMANIA
Tel. 0248724000 , fax 0248724004
Share Capital 6,976,465.00 lei, subscribed and fully paid; nominal value per share 0.10 lei.
Registered in Arges Trade Register with No. J 03/758/1991;
Tax Code: 156027.
FOR THE ATTENTION OF
THE FINANCIAL REGULATOR -
THE FINANCIAL INTRUMENTS AND INVESTMENT SECTOR
Fax: 021 6596051/6596414; and
- B.V.B. SA Bucuresti - Main Market, Issuers Depart.
Current report in accordance with: Annex 29 of CNVM Regulation no. 1/2006
Report date: 11.04.2017
Issuer's name: SC ELECTROARGES SA, BVB code: elgs
Registered office: Curtea de Arges, str. Albesti , nr. 12, jud. Arges
Telephone/ fax number: 0248724000/0248724004
Trade Register Registration Code : RO156027
Trade Register Registration Number: J03/758/1991
Share Capital subscribed and paid: 6,976,465.00 lei
Regulated Market trading the issued securities: BVB (Bucharest Stock Exchange) - main
market, standard category
I) Important events to report.
a) Changes in the control of the trading company.
Not the case:
b) Other events:
ELECTROARGES SA’s Board of Directors, a company having its registered office in Curtea de Arges, str. Albesti, nr. 12, jud. Arges, registered in ARGES TRADE REGISTER with no. J03/758/1991, Tax Code 156027, informs the shareholders that a request for addition of the AGOA agenda of 25,26.04.2017 was registered whitin the legal time, published in the Official Gazette part IV issue 933/21.03.2017 and the ARGESEXPRES newspaper, issue 4380/21.03.2017, as follows:
Shareholder VIDRARU SA’s request no. 875/05.04.2017, having the registered office in Curtea de Arges, str. Traian, nr. 10, jud. Arges, legally represented by Tudor Dumitru – CA Chairman (according to Basic Information Instruction issued by ONRC Arges with no. 19053/31.03.2017), Electroarges SA’s shareholder, holder of 4,196,475 shares representing 6.0151% of the share capital (according to Statement no. 12378933 issued by the Depozitarul Central on 31.03.2017), in accordance with the provisions of art. 117 (1) of Law 31/1990R, requests the addition of the AGOA agenda of 25/26.04.2017 with the following:
Subsection 2.2 to be added at Section 2 – VIDRARU SA’s proposal containing the following:
Net profit for 2016 amounting to 16,577,153 lei to be distributed as follows:
a) 12,557,637 lei, representing 75.75% of the net profit, to be distributed for dividends, corresponding to a 0.18 lei gross dividend per share;
b) 1,000,000 lei, representing 6.032% of the net profit to be distributed to the executive management and the employees for taking part in making the profit, according to the provisions of the Collective Labor Agreement;
c) 82,885 lei, representing 0.5% of the net profit to be distributed in equal shares to the members of the Board of Directors for taking part in making the profit;
d) 82,885 lei, representing 0.5% of the net profit to be distributed to the executive management, respectively ELECTROARGES SA’s directors, as a bonus for the outstanding result obtained, respectively exceeding by 91.97% the budgeting profit of 2016 and making a double profit compared to the previous year;
e) 2,853,746 lei, representing 17.2149% of the net profit, to be distributed for own development sources.
The Board of Directors’ proposal shall be identyfied as 2.1.
At Section 6: the approval that the administrators’ monthly remuneration to stay at the net amount of 3,000 lei/month.
At Section 7: regarding the Organizational Chart, we propose the introduction of a subsection:
7.1. Approval to create a Team within the Financial Department to manage the ELECTROARGES SA’s participations in other companies, including on the capital market. The Team shall be subordinate to the executive management and submit Monthly Reports to the Board of Directors.
The addition of the following new sections:
16. Legal issues
16.1. Submission of a report by the Board of Directors regarding the legal disputes involving ELECTROARGES SA or the companies owned by ELECTROARGES SA. The report should contain thorough details on CARBOCHIM SA and AMPLO SA.
16.2. Approval that ELECTROARGES SA to discard the legal services of the law firms which unsatisfactorily represented ELECTROARGES SA in the disputes with CARBOCHIM SA.
16.3. Aprroval that ELECTROARGES SA to undertake the necessary actions, including the legal ones, to recover the amounts paid by ELECTROARGES SA for the other members of the concerted group from the shareholders who were nominated as being involved in the dispute with CARBOCHIM SA.
We hereby present the whole text of the Summons to be published on www.electroarges.ro , BSE Bucharest’s website and Reported to BVB SA and ASF-SIIF.
Following this addition, the AGOA Agenda (complete) of 25,26.04.2017 shall be:
1. Approval of the Stand Alone Financial Statement for the financial year 2016 based on the Board of Directors and Financial Auditor’s Reports.
2. Approval of the distribution of the net profit from the financial year 2016.
2.1. Board of Directors’ proposal is that the net profit for the financial year 2016 to be distributed as follows:
- 0.18 lei gross dividend / share;
- 5% shall be allocated to executive management and employees for taking part in making the profit;
- 5% shall be allocated to managers for taking part in making the profit;
- the remaining net profit shall be allocated to our own development sources.
2.2. VIDRARU SA’s proposal is that the net profit of 2016 amounting to 16,577,153 lei to be distributed as follows:
a) 12,557,637 lei, representing 75.75% of the net profit, to be distributed for dividends, corresponding to a 0.18 lei gross dividend per share;
b) 1,000,000 lei, representing 6.032% of the net profit to be distributed to the executive management and the employees for taking part in making the profit, according to the provisions of the Collective Labor Agreement;
c) 82,885 lei, representing 0.5% of the net profit to be distributed in equal shares to the members of the Board of Directors for taking part in making the profit;
d) 82,885 lei, representing 0.5% of the net profit to be distributed to the executive management, respectively ELECTROARGES SA’s directors, as a bonus for the outstanding result obtained, respectively exceeding by 91.97% the budgeting profit of 2016 and making a double profit compared to the previous year;
e) 2,853,746 lei, representing 17.2149% of the net profit, to be distributed for own development sources.
3. Discharging the administrators for managing the financial year 2016.
4. Presentation and approval of the SC ELECTROARGES SA’s Consolidated Financial Statement for 2016, prepared according to IFRS standards.
5. Review and approval of the the income and expenditure budget for the year 2017.
6. Approval of the directors’ monthly remuneration to be 6,000 lei / month beginning with 01.05.2017 (Board of Directors’ proposal).
6.1. Approval that the administrators’ monthly remuneration to stay at the net amount of 3,000 lei/month (VIDRARU SA’s proposal).
7. Approval of SC ELECTROARGES SA’s Organizational Chart for 2017 and mandating the Board of Directors to change the Organizational Chart according to the specific economic needs of the Company.
7.1. Approval to create a Team within the Financial Department to manage the ELECTROARGES SA’s participations in other companies, including on the capital market. The Team shall be subordinate to the executive management and submit Monthly Reports to the Board of Directors.
8. Approval of the Investment Program for 2017 and mandating the Board of Directors to approve the modification of the program according to the specific economic needs of the Company.
9. Approval of the List of depreciable fixed assets and inventory items proposed for disposal and recovery through sale in 2017 and mandating the Board of Directors to approve their sale in 2017, according to the legal provisions, within the Board of Directors’ competence provided by applicable laws.
10. The Board of Directors’ mandate by AGOA in 2017 to approve the contracting of loans and extending credit lines for production and investment, pledging of assets and assignment of receivables necessary for contracting credits, in accordance with applicable laws, within the Board of Directors’ competence provided by applicable laws.
11. Approval of the price cuts of commercial nature charged by SC ELECTROARGES SA in 2017 to be of maximum 10% and only where market conditions require it imperatively.
12. Approval of the Amortization of Tangible and Intangible Assets Regime for the financial year 2017, in accordance with the applicable laws.
13. Mandating the Board of Directors, if AGOA approves the distribution of dividends for 2016, to approve and undertake all legal and administrative steps to pay dividends to shareholders within the legal deadline provided by laws and regulations for the capital market.
14. Approval as date of registration, in accordance with the provisions of art. 238(1) of Law 297/2004 and art.5 of the CNVM Regulation 6/2009 to be 16.05.2017, ex-date 15.05.2017 and payment date 31.05.2017 according to art.1 of the CNVM Regulation 6/2009 as consolidated.
15. The appointment of the Board of Directors’ secretary – Mr. Ionescu Petre Dragos - as the authorized person to take the necessary steps with Arges Trade Register Office and Notary Public’s Office for registering the decision and other documents approved by the Ordinary General Meeting of Shareholders on 25,26.04.2017.
16. Legal issues
16.1. Submission of a report by the Board of Directors regarding the legal disputes involving ELECTROARGES SA or the companies owned by ELECTROARGES SA. The report should contain thorough details on CARBOCHIM SA and AMPLO SA.
16.2. Approval that ELECTROARGES SA to discard the legal services of the law firms which unsatisfactorily represented ELECTROARGES SA in the disputes with CARBOCHIM SA.
16.3. Aprroval that ELECTROARGES SA to undertake the necessary actions, including the legal ones, to recover the amounts paid by ELECTROARGES SA for the other members of the concerted group from the shareholders who were nominated as being involved in the dispute with CARBOCHIM SA.
For further details from the persons in charge within the Company, please call no. 0248724000 or send a fax to 0248724004.
CHAIRMAN
BOARD OF DIRECTORS,
Constantin Stefan