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TURBOMECANICA S.A. - TBM

OGSM resolutions April, 25th 2017

Release Date: 4/26/2017 9:06:31 AM

IRIS Code: 74C97

CURRENT REPORT ACCORDING TO LAW NO. 297/2004,  ART. 227

AND CNVM REGULATION NO.1/2006

DATE OF REPORT: 25.04.2017

 

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS registered in the shareholders’ registry at the end of 14.04.2017, according to the provisions of Law no. 297/2004, summoned on 25.04.2017, hours 11.00, at the Assembly Room of the Company  “Turbomecanica“ S.A., situated in Bucharest, 244 Iuliu Maniu, district 6, legally established during the meeting dated  25.04.2017 registered a presence of  58,7795 %

 

The ordinary general meeting had the following agenda:

1.            Approving the management Report of the Board of Directors for the financial year 2016 and the management discharge of the members of the Board of directors for the year 2016;

2.            Approving the he Report of the financial Auditor regarding the financial statements for the year 2016;    

3.            Approving the financial statements for the year  2016;

4.            Approving the the company’s income and expenses budget for the year 2017;

5.            Approving the investment plan for the year 2017;

6.            Approving the proposal of the board of directors regarding the distribution of the net profit of the financial year 2016;

7.            Approving the registration date serving for the identification of the shareholders affected by the resolution of the ordinary general meeting of shareholders, proposing in this sense the date of 18.05.2017.

8.            Empowering the President of the Board of Directors to sign the minutes and the ordinary general meeting of shareholders, and the legal adviser of the company in order to fulfill all the formalities necessary for carrying out the advertisement formalities provided by the law, including but not limited to the publishment of the resolution of the ordinary general meeting of shareholders in the Official Gazette, Part IV.

 

All the 8 (eight) point on the agenda were approved, as they were presented above.

At point 6 it was discussed and approved the proposal of the board of directors to distribute the net profit of the financial year 2016, as follows:

 

 

i)             To cover the accounting losses from the previous years in value of lei 6.318.863 after the recording of the legal reserve in value of lei 675.036;

 

ii)            To distribute the dividends in a gross total value of lei 3.879.146, representing a gross value per share of lei 0,0105.

 

iii)           The tax on dividends will be calculated and upheld by the Company and paid to the state budget according to the applicable legal provisions.  

 

iv)           The payment of the net dividends will be made to the shareholders within 15 working days as from the registration date, namely 09.06.2017, the calendar date when the distribution of the dividends afferent to the shares of TURBOMECANICA SA, as established by the Resolution of the Ordinary General Meeting of Shareholders, becomes certain.

 

v)            The payment modalities and procedures for paying the dividends will be notified to the shareholders by a subsequent official statement.

 

 

The main indicators approved for the year 2016 are:

1 Turnover                                         lei 83.030.250

2 Total income                                  lei 89.481.598

3 Total expenses                   lei 76.144.785

4 Gross profit                                     lei 13.336.813

The obtained profit will be used for the recording of the legal reserves, covering the losses from the previous years and for the distribution of dividends. 

 

The main approved indicators of the company’s income and expenses budget for the year 2017 are:

1 Total income                       lei 87.296.500  

3 Total expenses                               lei 79.865.963

5 Net profit                                          lei 7.430.537

 

Approving the registration date serving for the identification of the shareholders affected by the resolution of the ordinary general meeting of shareholders, established by the general meeting is: 18.05.2017, respectively ex date 17.05.2017.

 

The summons was made by publishing in the Romanian Official Gazette no. 949/ 22.03.2017 - part A  IV – A and in the newspaper Adevarul of  22.03.2017.  

 

The Ordinary General Meeting of Shareholders, legally established on 25.04.2017, deliberated the issues on the agenda and adopted resolution no. 1/25.04.2017, whereby all the points on the agenda were approved, as they were presented above.  

 

Please find attached OGMS Resolution no. 1/ 25.04.2017.

 

 

PRESIDENT- GENERAL MANAGER             FINANCIAL AND BUSINESS MANAGER

            Eng.                                                                 Ec.

            VIEHMANN  RADU                                         ANGHEL   CLAUDIA

 

 

                                               

 

 

Resolution no. 1

of 25.04.2017

 

 

The shareholders of the company TURBOMECANICA S.A., with headquarters in Bucharest, 244 Iuliu Maniu Blvd., district 6, registered with Bucharest Trade Registry under no. J40/533/1991, U.I.C. 3156315,

 

Gathered on 25.04.2017, in a quorum representing together 58,7795% of the share capital, at the headquarters situated in  Bucharest, 244 Iuliu Maniu Blvd., district 6, 

           

According to the provisions of the convening document of this ordinary general meeting, issued on 20.03.2017 and published in the Romanian Official Gazette, Part IV, no. 949 of 22.03.2017 and in the newspaper “Adevarul” of 22.03.2017,

           

With the observance of the provisions of art. 15 para. (1) of the Constitutive Act,

           

After analysing all the issues on the agenda according to the convening document,

 

Decided the following:

 

9.                  It is approved, with unanimity of votes, the management Report of the Board of Director for the financial year 2016 and the management discharge of the members of the Board of directors for the year 2016;

10.              It is approved, with unanimity of votes, the Report of the financial Auditor regarding the financial statements for the year 2016;             

11.              It is approved, with unanimity of votes, the financial statements for the year 2016;

12.              It is approved, with unanimity of votes, the company’s income and expenses budget for the year 2017;

13.              It is approved, with unanimity of votes, the investment plan for the year 2017;

14.              It is approved, , the proposal of the board of directors regarding the distribution of the net profit of the financial year 2016, as follows:

 

i)                    To cover the accounting losses from the previous years in value of lei 6.318.863, after the recording of legal reserves in value of lei 675.036;

 

ii)                  To distribute the dividends in a gross total value of lei 3.879.146, representing a gross value per share of lei 0,0105.

 

iii)                The tax on dividends will be calculated and upheld by the Company and paid to the state budget according to the applicable legal provisions.   

 

iv)                The payment of the net dividends will be made to the shareholders within 15 working days as from the registration date, namely 09.06.2017, payment date, the calendar date when the distribution of the dividends afferent to the shares of TURBOMECANICA SA, as established by the Resolution of the Ordinary General Meeting of Shareholders, becomes certain.

 

v)                  The payment modalities and procedures for paying the dividends will be notified to the shareholders by a subsequent official statement.

  

15.              It is approved, with unanimity of votes, the date of 18.05.2017 as the registration date serving for the identification of the shareholders affected by the resolution of the ordinary general meeting of shareholders, respectively the ex-date 17.05.2017.

16.              It is approved, with unanimity of votes, the empowerment of the President of the Board of Directors to sign the minutes and the ordinary general meeting of shareholders, and the legal adviser of the company in order to fulfill all the formalities necessary for carrying out the advertisement formalities provided by the law, including but not limited to the publishment of the resolution of the ordinary general meeting of shareholders in the Official Gazette, Part IV.       

 

 

PRESIDENT OF THE BOARD OF DIRECTORS,

RADU VIEHMANN

 

 

 

 

 

 

 

O.G.M.S. SECRETARIES:

- GIUSEPIA PANTAZI

ION DINCA

 

 

 

 

 



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