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BERMAS S.A. - BRM

OGSM & EGSM resolutions -09.04.2020

Release Date: 4/10/2020 9:26:14 AM

IRIS Code: 28081

BERMAS SA

CURRENT REPORT

according to the provisions of the Law no. 24/2017 on

issuers of financial instruments and market operations

 

Date of the report:  April 09, 2020

Name of the issuer company:  SC „BERMAS” SA

Headquarters:  Scheia, str. Humorului nr. 61, Suceava County

Phone/fax number: 0230526545;  0230526542

Tax identification number:  RO 723636

Registration number with the Trade Register:  J33/37/1991

Subscribed and paid capital: 15.087.134,30 RON

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

 

            On 9 April 2020, starting 11:00, it was convened in accordance with Law 31/1990, Law 24/2017 and Regulation 5/2018 of ASF at SC "BERMAS" SA headquarters in Humorului no. 61 of the Extraordinary General Meeting of the Shareholders and the Ordinary General Meeting of the Shareholders of SC "BERMAS" SA was convened from 12:00 onwards.

The Extraordinary General Meeting and the Ordinary General Meeting of Shareholders are at the first notice to attend. The notice to attend was published in the Official Gazette of Romania part IV no. 917 /09.03.2020, in ”Bursa” newspaper no. 45 /09.03.2020 and in ”Crai nou” newspaper no. 8217 /09.03.2020.  The two meetings are attended by the shareholders registered in the Shareholders Register on the reference date of 27.03.2020.

From the total of 21.553.049 issued shares were present and represented 13.537.817 shares representing 62,81% of the total issued shares both in the Extraordinary General Meeting of Shareholders and in the Ordinary General Meeting of Shareholders, the legal and statutory conditions for the holding of the two General Meetings of the Shareholders.           

The number of shareholders present at the two shareholder meetings was 7 (seven) shareholders in view of the evolution of the COVID-19 epidemic.

 

  1.  - Following the debates the Extraordinary General Meeting of Shareholders of SC "BERMAS" SA adopted the following resolutions on the items on the agenda of the Convocation:

1.   It approves the investment  program for  2020 – 2021 worth 201.000 euros;

2.   a) - It approves the limits for the short term loans for partially financing the production activity, within the total value of 10.000.000 lei.

       b) - Approval of the pledge and mortgage of movable and immovable assets in favour of the financing banks so as to guarantee loans and obtain guarantees and letters of guarantee at the request of the company for third parties (public institutions, suppliers).

      c) - It approves the mandate of the Board of Directors to decide the financing bank and to negotiate the credit conditions and the individualisation of the assets in the patrimony mortgaged to guarantee these loans.

3.  It approves the legal documents concluded for granting temporary and free use for the company’s customers of goods and accessories specific for selling beer during trade relations;

4. Approval of 29 July 2020 (ex-date 28 July 2020) as registration date in accordance with art. 86 paragraph (1) of the Law no. 24/2017 regarding the issuers of financial instruments and market operations respectively the date of identification of the shareholders affected by the resolutions of this EGMS.

5.  It approves mandate of the Chairman of the Board of Directors to sign on behalf of the shareholders the decisions of the EGMS and any other documents related thereto and to carry out any act or formalities required by the law for the registration and enforcement of the resolutions of the EGMS including the publication and registration formalities to the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

  1.  - Following the debates the Ordinary General Meeting of Shareholders of SC "BERMAS" SA adopted the following resolutions on the items on the agenda of the Convocation:

 

1.-  It approves the financial statements for the year 2019 ended on December 31, 2019 based on the Directors' Report and the Financial Auditor's Report for the financial year 2019; 

2.a) -  Approves the distribution of the net profit realized in 2019 in the total amount of 1.958.209 lei as follows:

  • Legal reserve  for 2019 --- 114.933 lei;
  • Dividends --- 1.724.244 lei;
  • Other reserves --- 119.032 lei.

                  b) – It approves a dividend in the gross amount of 0,08 lei per share;

                  c) – It approves the date of 18.08.2020 as date of payment of dividends within six months from the date of the Ordinary General Meeting of Shareholders;

3. – It approves the directors’ discharge for the financial year 2019;

4.  – It approves the Budget of income and expenses in 2020. 

5. -  Approves the appointment as financial auditor of the audit company CODEXPERT OFFICE SRL for a 2-year term.

6. - a) - Approves the remuneration of the members of the Board of Directors for the period 01.05.2020 - 01.05.2021 at the level of the previous year, respectively for the period 01.05.2019 - 01.05.2020, according to the OGMS decision / April 16, 2019.

      b) - Authorizes the Board of Directors through the President as the trustee to establish the remuneration granted to the executive directors as well as the financial auditor's fee for the period 01.05.2020 - 01.05.2021.

7. - It approves the registration date i.e. date of identification of shareholders who are affected by this resolution of the OGMS. The Board of Directors proposes as registration date the date of  July 29, 2020 (ex-date 28.07.2020);

8.  It approves mandate of the Chairman of the Board of Directors to sign on behalf of the shareholders the decisions of the OGMS and any other documents related thereto and to carry out any act or formalities required by the law for the registration and enforcement of the resolutions of the OGMS including the publication and registration formalities to the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

 

President of the Board of Directors,                                       

ec. Anisoi Elena

 



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