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CEMACON SA - CEON

EGSM resolutions 28.04.2022

Release Date: 4/28/2022 4:10:46 PM

IRIS Code: 6E8EE

 

To                                                                                                                                                          No. 4593/28.04.2022

-              Financial Supervisory Authority

-              Bucharest Stock Exchange

 

CURRENT REPORT

According to the FSA Regulation no. 5/2018 and Law 24/2017 regarding the issuers of financial instruments and market operations

Report date:  28.04.2022

Name of issuing entity: CEMACON S.A.

Registered office:  Cluj-Napoca, Calea Turzii, nr. 178K, etaj 1, Cluj county

E-mail:office@cemacon.ro

Sole registration code with the Trade Register Office: RO 677858

Serial number with the Trade Register: J12/2466/2012

Subscribed and paid capital: 50.565.353,30 lei

Regulated market on which the securities issued are traded: Bucharest Stock Exchange – Standard category.

Important event to report: On 28.04.2022, the Extraordinary General Meeting of the Shareholders of CEMACON SA took place at the company’s headquarters, in Cluj-Napoca, Calea Turzii, no. 178K, 1st floor, Cluj County. Out of the total number of 505.653.533 CEMACON SA shares, there were represented shareholders holding 477.818.383 shares, representing 94,4952% of the total number of voting shares of the share capital of CEMACON SA.

Referring to the items on the agenda, the Extraordinary General Meeting of Shareholders adopted the following decisions:

 

Decision no. 1

1.       Approval of the increase of the share capital of the company Cemacon SA, in two stages, with the amount of 42,980,550.3 lei, from the current level of the share capital of 50,565,353.3 lei, to the maximum level of 93,545,903.6 lei by issuing a number of 429,805,503 own shares, in order to finance the development of the company and to provide sources for accessing European financing programs.

1.1. The increase of the share capital is made in cash, in two stages, by issuing a number of 429,805,503 new shares, each with a nominal value of 0.1 lei / share, and the issue premium of 0.0500 lei, as follows:

a) In Stage I: the right of preference is granted to the existing shareholders, in proportion to the participation shares held by them on the established registration date. During the subscription period, the shareholders can make subscriptions at a price of 0.1500 lei representing 0.1 lei / share, the nominal value to which is added the issue premium of 0.0500 lei. A number of 1,1764705884 preference rights is required to subscribe for a newly issued share.

b) In Stage II: the shares that are not subscribed or paid in full by the shareholders until the expiration of the term for exercising the pre-emptive right, may be subscribed by the holders of pre-emptive rights who have subscribed in Stage I of the increase operation. capital, pro-rata, relative to the number of shares held at the date of registration. The subscription price in Stage II is 0.1500 lei / share, representing 0.1 lei / share, the nominal value plus the issue premium of 0.0500 lei.

c) The period in which shares may be subscribed within the exercise of the right of preference in Stage I will be 31 days from the date of approval of the prospectus by the A.S.F. The subscription term in Stage II is 3 calendar days.

d) If, as a result of the exercise of the preferential rights, the mathematical calculation results in fractions of shares, the number of shares due to the respective shareholder will be rounded down to the lower natural number, lower

e) Preference rights will not be tradable

 

1.2. The increase of the share capital is made within the limits of the amounts actually subscribed and paid into the company's account, the new shares issued and remaining unsubscribed at the end of Stage II will be canceled.

 

1.3. The subscription operation will be carried out on the basis of a prospectus approved by the FSA. The subscription operation from Stage II will be carried out in compliance with the provisions of Law no. 24/2017 and of the FSA Regulation no. 5/2018.

 

1.4.   Empowerment of the Board of Directors to establish the price for the compensation of the fractions of shares resulting from the application of the algorithm and the rounding of the results, according to the provisions of 91 par. (5) of Law no. 24/2017 and, respectively, art. 176 of the FSA Regulation no. 5/2018, a price that cannot be lower than the highest value between the market value and the nominal value of the respective financial instrument.

 

The structure of the votes is as follows: votes for – 477.808.383, representing 99,9979% of the votes cast and 94,4932% of the total number of votes; votes against – 10.000 votes, abstentions - 0 votes.

 

Decision no. 2

In case of approval of point 1, gives the power of attorney, to the board of directors according to the provisions of art. 114 para. (1) of Law no. 31/1990 to approve the effective increase of the share capital according to the subscriptions and payments made within the two stages of increase of the share capital.

 

The structure of the votes is as follows: votes for – 477.818.383 representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

 Decision no. 3

In case of approval of point 1, it aproves to amend the art. 3.1 of the articles of association in relation to the number of shares subscribed and paid, respectively by the payments made following the increase of the share capital.

 

The structure of the votes is as follows: votes for – 477.818.383 representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 4

It approves that in case of the approval of point 1, the empowerment of the Board of Directors for the adoption of measures in order to fulfill all the formalities necessary for the increase of the share capital in accordance with the legal provisions in force.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 5

It approves to mandate the Board of Directors to conclude legal acts in the name and on behalf of the company, by which to engage loans from banking or leasing companies, to acquire assets and assets for the company or to alienate its assets or assets, to rent , to exchange or constitute as collateral goods in the company's patrimony, whose value exceeds 20% of the book value of the company's assets at the date of concluding the legal act.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 6

Its approves the completion of the secondary object of activity of the company CEMACON S.A., respectively the completion of Art. 2.1, with the following CAEN code: -3511 - Production of electricity.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 7

It approves the elimination of art. 7.3 of the Articles of Association of CEMACON SA and the renumbering of art. next.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 8

The date of 21.07.2022 is approved as the registration date for the identification of the shareholders affected by the EGMS decisions.

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 9

The date of 20.07.2022 is approved as exdate.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no.10

It is approved the date of 22.07.2022, as the date of payment, for the payment of the equivalent value of the fractions of shares resulting from the procedure of the increase of the share capital.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

Decision no. 11

Approves the authorization of the Chairman of the Board of Directors, Mr. Daniel Sologon, to sign on behalf of the shareholders all decisions to be adopted by the EGMS and to complete all legal formalities for the execution and registration of decisions and decisions adopted, with the possibility of sub-mandate to third parties. Within the mandate granted, Mr. Sologon Daniel and any of his sub-representatives will be able, without being limited to them, to fulfill all the necessary formalities for the signing in the name and on behalf of the shareholders of the EGMS Decisions, and the updated articles of association. to carry out any necessary steps and formalities for the implementation and registration of decisions adopted by shareholders before the Financial Supervisory Authority, the Central Depository, the Bucharest Stock Exchange, the Trade Register Office and any other authorities and natural or legal persons involved.

 

The structure of the votes is as follows: votes for – 477.818.383, representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

Decision no. 12

The power of attorney of Mr. Puscas Bogdan, legal advisor of the Company, is approved for the fulfillment of all the formalities of registration and registration at the Trade Register Office of the mentions corresponding to the decisions adopted by the Extraordinary General Assembly of the Company.

The structure of the votes is as follows: votes for – 477.818.383, Representing 100% of the votes cast and 94,4952% of the total number of votes; votes against - 0 votes, abstentions - 0 votes.

 

No other events to report.

Chairman of the Board of Directors

Mr. Daniel Sologon

 



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