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PREBET SA AIUD - PREB

2016 Dividend payment procedure

Release Date: 5/25/2017 7:56:31 AM

IRIS Code: 0942E

Nr. 1890 / 25.05.2017      

     
 

 

                                                                                                                                                       Current Report

in conformity with  NSC Regulation no.  1 / 2006 regarding issuers and securities operations and Law no. 297 / 2004 on the capital market

 

 

Reporting date: 25.05.2017

Name of the issuing entity  : S.C PREBET AIUD S.A

Registered Office : Aiud, Alba County, Arenei Street, No. 10.

Phone / fax number : 0258 861661 / 0258 861454

Unique registration number with the office of the Trade Register  : RO 1763841

Registration no. with the Trade Register : J 01/121/1991

Subscribed and paid up share capital : 8.199.547,74 RON

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

 

I. Important events to report:

 

DIVIDENTS PAYMENT S.C. PREBET AIUD S.A. STARTING WITH 20.06.2017

 

Following the decision of the Ordinary General Meeting of Shareholders dated April 25th 2017, S.C. PREBET AIUD S.A. announces the payment of a gross dividend amounting to 0,0280 lei/share starting with June 20th 2017 ("Payment Date"), through the Depozitarul Central S.A., the Participants to the clearing-settlement and register (Participants) and BRD - Groupe Sociere Generale  ("BRD") -selected  payment  agent.

The gross value of dividend per share is RON 0,0280 , where applicable any withholding tax payable will be deducted prior to payment, at the legal rate or other specific regulations.

Dividend payment will be made to the shareholders S.C. PREBET AIUD S.A. who are registered in the Shareholder Register kept by the Central Depository SA, on May 31st, 2017 (Date of registration), approved by the  Ordinary General Meeting of Shareholders dated 25.04.2017 (EX date: 30.05.2017).

The costs related to the dividend payment will be borne by S.C. PREBET AIUD SA. Attached the procedure concerning the payment of  dividends.

 

 

Board of Directors by President,

General Manager

eng. Racasan Stefan

 

 

PROCEDURE

 

concerning the payment of  dividends for the year 2016 S.C. PREBET AIUD S.A.

 

Following the decision of the Ordinary General Meeting of Shareholders ("OGMS") of S.C. PREBET AIUD S.A. dated April 25th 2017, S.C. PREBET AIUD S.A. announces the payment of dividends for 2016 financial year through the Depozitarul Central S.A. ("Depozitarul Central") and BRD - Groupe Societe Generale ("BRD") - selected payment agent - starting with June 20th 2017 ("Payment Date"), to the shareholders of S.C. PREBET AIUD S.A. listed in the Shareholders' Registry maintained by Depozitarul Central S.A. on registration date May 31st 2017 ("Registration Date").

The gross value of dividend per share is RON 0.0280, where applicable any withholding tax payable will be deducted prior to payment,at the legal rate.

 Dividends payment methods:

 1. Through Participants (Custodian Banks or Brokers): Individuals and legal entities/other entities having accounts opened with a Participant  (respectively, an intermediary participating in the clearing-settlement and registry system of the Depozitarul Central):

 For shareholders that are individuals, legal entities or other entities who, on the Registration Date, hold shares in Section II in S.C. PREBET AIUD S.A. Shareholders Registry in an account opened with a Participant, dividends shall be paid automatically  by bank transfer through the Depozitarul Central into Participants' account on the Payment Date.The payment option is the option expressed by non-resident shareholders who have an account opened with a Participant which is communicated to the  Depozitarul  Central  by the  Participant  during the  reporting for  the  Registration  Date, in compliance with the applicable legal regime,as follows:

a) Dividends paid with the dividend tax withheld at the standard rate set forth in Romanian Tax Code in force on the Payment Date;

b) Dividends paid with dividend tax withheld at the applicable tax rate, as per a Double Tax Treaty, based on complete and accurate tax documentation,previously submitted by the shareholder and received by the issuer, no later than 16.06.2017;

Non-resident shareholders with an account opened with a Participant (Custodian Bank or Broker) who want to invoke for application of the more favourable provisions of a Double Tax Treaty concluded between  Romania and their country of residence  or the more favourable provisions applicable to non-resident pension funds (as defined in legislation of that EU Member State or of that EFTA State), must submit a valid tax residency certificate through their Participant, for the year in which the dividend is paid, within the validity period, in original or legalized copy, with apostille/super legalization if the case, accompanied by an authorized translation, and also contact details for possible clarifications regarding the tax res idency certificate (in the case of non-resident pension funds, documents set forth in item 2.2. in Annex 1concerning non-resident pension funds shall also be submitted):

   -  until 16.06.2017, at S.C. PREBET AIUD  S.A. from Aiud, Alba County, Arenei Street, No 10, ZIP 515200, mentioning "Dividends 2016". S.C. PREBET AIUD  S.A. is not responsible for non-application of aforesaid favourable tax treatment if documents and I or possible clarifications requested are not submitted in due time.

In the case of non-resident shareholders represented by a Participant, S.C. PREBET AIUD S.A. shall withhold dividend tax from the gross dividend at the standard tax rate in force provided by the Romanian Tax Code if:

-   The shareholder did not sent complete and correct tax documents (including documents set forth under Annex 1 point 2.2., concerning non-resident pension funds) and any related clarifications requested, until 16.06.2017.

 

2. Only for payments through bank transfer as per shareholder's request addressed directly to the Depozitarul Central

 

Starting with 2015, Depozitarul Central provides all shareholders not represented by Participants with the possibility to receive any due amount of money through bank transfer into a bank account, irrespective of the issuer distributing such money, and such option remains valid for future distribution unless expressly notified otherwise. In order to benefit of this payment method, shareholders are invited to contact directly the. Depozitarul Central using phone numbers 021.408.58.41 or 021.408.58.56 or 021.408.59.23, facsimile 021/408.58.14  and / or the e-mail address:  dividende@depozitarulcentral.ro

 

3. Through the payment agent - BRD Groupe Societe Generale

i. In cash: only for private individuals who do not have a bank account opened with a Participant:at BRD cash desks, in any BRD unit

For private individual shareholders who do not fall under item 1 and 2, dividend payment shall be made in cash at  BRD cash desks, in any BRD unit. The list of BRD units  is available  at website http://www.brd.ro/banca/retea-unitati/ .

Payments in cash shall be made w ithin limits set forth by applicable legislation .

 

ii. Through bank transfer: private individuals and legal entities / other entities who do not have a bank account opened with a Participant

Private individuals and legal entities / other entities who intend to receive payment of dividends through bank transfer may request to BRD the payment by bank transfer, by submitting to BRD cash desks the application form for payment of dividends through bank transfer accompanied by supporting documents set forth in Annex 1.

Payment application forms are available on S.C. PREBET AIUD S.A. website: http://www.prebet.ro or they may be requested in any BRD unit. All supporting documents submitted to bank's cash desks in simple photocopy shall be certified for consistency with the original copy.

Payment application form for net dividends through bank transfer, together with supporting documents, shall be submitted as follows:

a) To BRD cash desks, starting on payment date (20.06.2017) or

b) Through mail,by certified letter, to: "Directia Titluri - BRD METAV- Corp A2, str. Biharia nr. 67-77, sector 1, Bucuresti, Romania". In this case, supporting documents requested in Annex 1 in simple photocopy shall be submitted in notarized copy

 

For non-resident shareholders who opt for payment methods shown i n i tems 2 and 3 (respectively  who do not have an account opened with a Participant):

 For payments made through bank transfer I in cash on the Payment Date (20.06.2017) in case of non­ resident shareholders who do not have an account opened with a Participant and who want to invoke for the application of the more favourable provisions of a Double Tax Treaty concluded between Romania and their country of residence or the more favourable provisions applicable to non-resident pension funds (as defined in the legislation of that EU Member State or of that EFTA

State), tax documents must be received until 16.06.2017 at S.C. PREBET AIUD S.A.from Aiud, Alba County, Arenei Street, No 10, ZIP 515200, mentioning "Dividends 2016". Payment through bank transfer I in cash performed on the Payment Date (20.06.2017) shall be made by BRD provided all documents requested for payment,as set forth herein,are submitted.

After the Payment Date, BRD shall pay net dividends no more than two working days after reception by BRD of the application for bank transfer payment,accompanied by full and accurate supporting documents and any possible clarifications requested. The date when shareholder's bank account is actually credited depends on the inter-bank business and on the chain of correspondent banks.

 

In case the supporting documents are issued in another language, than Romanian and I or issued by foreign authorities, they must be submitted with apostille / supra-authenticati on if the case, accompanied by certified Romanian translation.

The holder of the bank account where transfer of net dividends is requested must be the respective shareholder or as the case may be his representative.

Fees applied by BRD and Depozitarul Central for payment of net dividends in RON are borne by S.C. PREBET AIUD S.A.

Payment of net dividends due to S.C. PREBET AIUD S.A. shareholders for 2016 financial exercise is subject to general provisions concerning prescription, being prescribed any payment request made after June 20th 2020, respectively within 3 (three) years after June l7th 2017.

 

 

BRD and Depozitarul Central,as the case may be, reserve the right to request from the shareholder I corresponding attorney additional documents following applications for payment of S.C. PREBET AIUD S.A. dividends. Additional data on dividend payment procedure may be requested from:

- Payment agent BRD at e-mailaddress titluri@brd.ro or phone numbers: +4 021 200 8372,    +4 021200 8387 or +4 021200 8385.

- Depozitarul Central, at e-mail address dividende@depozitarulcentral.ro  or phone numbers:+4 021.408.58.56, +4 021.408.59.23 .

- For any other questions concerning S.C. PREBET AIUD S.A. dividends or shares, please contact Shareholder Department of S.C. PREBET AIUD S.A. at phone numbers +4 0258 861661  or     +4 0258 861589.

  

 

General Manager                                                                                                                        Economic Manager

eng. Racasan Stefan                                                                                                                    ec. Cimpean Ioan

 

   

Annex 1- Supporting documents for dividend payment

 

1. CASH PAYMENTS

 1.1 In case of resident individuals presenting in person to the BRD branches, the dividend payment shall be made based on the ident ity document bearingthe personal identification number (P.1.N);

 1.2 In case of non-resident individuals presenting in person at the BRD branches the payment of dividends shall be made upon presentation of a document which identifies the shareholder having submitted data that must comply with the shareholder who is registered in the records of the Depozitarul Central;

 1.3 In case of individuals under 14 years age, the payment of dividends shall be made through the respective legal representative - tutor/parent of the minor, based on the following documents : the identity document of the tutor/parent of the minor bearing the personal identification number (P.l.N.) + 1 certified as a 11 ,,true copy" photocopy (the photocopy will be retained by the Payment Agent),shareholder's birth certificate bearing the P.l.N.+ 1 certified as a 11 ,,true copy" photocopy (the photocopy will be retained by Payment Agent) the legal document establishing tutorship where the tutor is not a parent + 1 certified as a 11 ,,true copy" photocopy (the photocopy will be retained by Payment Agent);

 1.4 In case of individuals - disabled individuals,the payment of dividends shall be performed through the conservator of the respective curator, based on the following documents : the identity document of the curator bearing the personal identification number (C.N.P.) + 1 certified as a 11 true copy" photocopy (the photocopy will be retained by the Payment Agent), shareholder's identity document bearing the personal identification number (P.l.N.) + 1certified as a 11true copy" photocopy (the photocopy will be retained by Payment Agent);

 1.5 In case of shareholders who do not present in person, but empowering a different person for such purposes, the dividends shall be paid to the respective empowered person based on the following documents: special power of attorney notarised by a notary public, which contains the mandate to receive the distributed amount, issued by no more than 3 years before the payment date,except where the power of attorney has a duration of more than 3 years and is still valid on the date of payment + 1 certified as a 11 ,,true copy" photocopy (the photocopy will be retained by Payment Agent) and the identity document of the representative bearing the personal identification number (P.l.N.) + 1certified as a 11 ,,true copy" photocopy (the photocopy will be retained);

 

Note 1: In case of co-owners, the payment will be processed under condition that all the co-owners present themselves at BRD, in person or by legal or conventional representative.

Note 2: The documents in  a foreign language shall be submitted with a certified Romanian translation, and documents in a foreign language issued by a foreign authority shall be apostilled/super legalized, as applicable.

Note 3: The paying agent will be able to make cash payments in amounts fixed according with the applicable legislation (eg in accordance with Law No. 70/2015, in force as of 08.05.2015, amounts released to beneficiaries, individuals are subject to a daily ceiling of 10,000 lei /day.).

Note 4: In case of payments by bank transfer to other banks than BRD, to above documents are attached the bank statement certified by the bank who requested the transfer of the dividends or supporting document issued by the bank which establishes the bank account holder mentioned above. The account holder can only be shareholder or, if applicable, his representative.

The form ,,Request for the payment of dividends by bank transfer" and the supporting documents can be:

a) submitted to the BRD branches starting 20.06.2017 or

b) sent by registered mail to the address : "Directia Titluri - BRD METAV- Corp A2, str. Biharia nr. 67-77,sector 1, Bucharest, Romania". In such a situation, the supporting documents requested in simple copy under Annex 1shall be submitted as notarised copies.

 

Exceptions:

There will be no net dividend payments at the counter in the following cases:

 - The shareholders whose P.l.N. from identity documents presented to the BRD branches are not in accordance with the records of the Payment Agent received from the Depozitarul Central. They will be guided to the Depozitarul Central.

- The heirs of shareholders, based on the inheritor certificates.They will be guided to the Depozitarul Central.

 

2. PAYMENTS BY BANK TRANSFER

 The shareholders individuals and legal persons/other entities seeking the payment of dividends by bank transfer may request such payment to BRD as of the payment date (20.06.2017), on the basis of the form ,,Request for the payment of dividends by bank transfer'', supported by the following documents:

 2.1 The shareholders who are individuals, in person or through legal or conventional representative shall submit the above mentioned form indicating the bank and account (IBAN code) opened on the name of the shareholder (the template request is available on the website http://www.prebet.ro), accompanied by:

-        a copy of the valid identification document containing the personal identification number - certified as a 11true copy" by the holder;

-        bank  statement  of  account  or  another  original document  issued  by the  bank  (signed  and

stamped)  whereby  the  bank  certifies the  existence  of the  account  in the  name  of the shareholder and indicates the related IBAN code;

-        a copy of the documents certifying the quality of the signatory as legal or conventiona l representative, if applicable - certified as a "true copy" by the holder.

 

2.2 The shareholders who are legal persons/other entities shall submit the above mentioned form by legal or conventional representative, indicating the bank and account {IBAN code) opened on the name of the shareholder (the template request is available on the website http://www.prebet.ro), accompanied by:

-        A copy of the registration certificate - certified as a "true copy" by the holder;

-        A copy of the document attesting the capacity of legal representative of the company (certificate of status issued by the Trade Register/the equivalent entity - for foreign entities) - certified as a "true copy" by the holder;

-        A copy of the documents attesting the capacity as a conventional representative of the signatory of the request, if applicable - certified as a "true copy" by the holder;

-        Bank account excerpt or another original document (signed and stamped) whereby the bank certifies the existence of the account in the name of the shareholder - legal person and indicating the related IBAN code.

 

In the case of pension funds:

 -      A copy of the valid identification document of the legal representative of the fund's management company, within its validity period - identity card with P.l.N. for Romanian citizens or passport with registration number for foreign citizens;

-        A copy of the certificate of status of the fund's management company/other equivalent document issued no more than 3 months before, indicating the legal representat ive of the fund's management company;

-        Copy of the registration certificate/other equivalent document of the fund's management company;

 -       Copy of the regulatory authority's decision authorizing the pension fund and its management  company

-       In the case of non-resident pension funds: the tax residence certificate, in original or legalized copy, apostilled/super legalized, if the case, and accompanied by a Romanian authorized translation, an affidavit whereby the legal representative of the fund's management company declares that the authorization of the pension fund and its management company is valid as at the payment date, for pension funds as defined under the legislation of the EU or EFTA Member State, and, if available, information with regard to an official website of the regulatory authority of the country of origin where the status of the pension fund can be verified.

 2.3 The documents in a foreign language shall be submitted with a notarised Romanian translation, and documents in a foreign language issued by a foreign authority shall be apostilled/super legalized, as applicable. The form 11Request for the payment of dividends by bank transfer" and the support ing document s can be:

a) submitted to the BRD branches starting 20.06.2017 or

b) sent by registered mail to the address: "Directia Titluri - BRD METAV- Corp A2, str. Biharia nr. 67-77,sector 1,Bucharest,Romania" . In such a situation, the supporting documents requested in simple copy under Annex 1shall be submitted as notarised copies

Note: no payments shall be authorized on the basis of certificates of inheritance. Such payments shall be subject to point 4 ,,Deceased shareholders" .

 

3. Co-ownership shares

The payment of dividends for co-ownership shares shall be performed as follows:

 3.1 In case of payments by bank transfer,the dividends payable to co-owners shall be paid in the bank account indicated by all the shareholders under the common request submitted to BRD.

 3.2 Cash payments shall be disbursed provided that all the co-owners present themselves at BRD,in person or by legal and/or conventional representative and submit the above mentioned documents for cash payments.

 3.3 In case of payments to shareholders with an account opened with the Participant,the dividends payable to the co-owners shall be paid to the relevant Participant.

 3.4 Where the co-owners request both the registration by the Depozitarul Central of the direct transfer of ownership over the financial instruments following the termination of the co-ownership pursuant to the applicable legal provisions, and the direct payment to each of the co-owners proportionally with the number of shares under exclusive ownership, the Depozitarul Central sha ll block the payment of dividends, and the dividends shall be paid to each former co-owner in accordance w ith this procedure.

 

4. Deceased shareholders

4.1 Where the Shareholders' Registry contains persons who are deceased as at the Registration Date, the dividends shall be paid only after the request by the heir(s) and registration by the Depozitarul Central of the direct transfer of ownership over the financial instruments as effect of the inheritance, pursuant to the legal provisions in force.

 

 

General Manager                                                                                                                          Economic Manager

eng. Racasan Stefan                                                                                                                      ec. Cimpean Ioan

 

 



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