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CEMACON SA - CEON

OGSM resolutions 28.04.2022

Release Date: 4/28/2022 2:52:15 PM

IRIS Code: 19196

 

To                                                                                                                                                          No. 4592/28.04.2022

-              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 Ordinary 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 Ordinary General Meeting of Shareholders adopted the following decisions:

 

Decision no. 1

The annual financial statements are approved, based on the Management Report of the Board of Directors and the Report of the External Financial Auditor for the financial year 2021.

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. 2

The distribution of the net profit for the year 2021 in the amount of 54,850,948.86 lei is approved as follows:

- for the establishment of a legal reserve 2,916,341 lei;

- for the establishment of reserves related to the reinvested profit 9,924,267 lei;

- the difference of 42,010,340.86 lei remaining an undistributed result.

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 - 0 votes, abstentions -10.000 votes.

 

Decision no. 3

The discharge of the directors for the financial year 2021 is approved.

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

The Revenue and Expenditure Budget and the activity program for 2022 are approved.

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 - 0 votes, abstentions – 10.000 votes.

 

Decision no. 5

The investment plan for 2022 is approved.

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

The 2021 Annual Remuneration Report is approved.

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 is noted the information regarding the resignation from the position of administrator registered on 20.12.2021 of Mr. Liviu Ionel Stoleru.

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

A member of the Board of Directors of Cemacon SA is elected for a term equal to that of the other members of the Board of Directors, respectively until 28.04.2025, as follows:

Name

Votes for

Votes against

Abstentions

 

Daniel Sologon

477.818.383

0

0

 

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

To mandate of Mr. Bogdan Cojocaru-Lungu, CFO of the company, for the signing of the management contract with the elected director on the vacant position within the Board of Directors is approved.

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

The fixed remunerations due to the members of the Board of Directors for the period of the new term and the maximum limit for the variable remunerations are approved.

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

The election as financial auditor of the company, of the company Deloitte Audit SRL, is approved for a term of 2 years, respectively for the period 2022-2023.

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 - 0 votes, abstentions – 10.000 votes.

 

Decision no. 12

The date of 20.05.2022 is approved as the registration date for the identification of the shareholders affected by the OGMS 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. 13

The date of 19.05.2022 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. 14

The power of attorney of the Chairman of the Board of Directors, Mr. Daniel Sologon, is approved to sign on behalf of the shareholders all decisions to be adopted by the OGMS and to complete all legal formalities for the execution and registration of decisions and decisions adopted, possibly under - mandate to third parties. Within the mandate granted, Mr. Daniel Sologon as well as 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 OGMS as well as to carry out any necessary steps and formalities for the implementation and registration of the decisions adopted by the 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. 15

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 Ordinary 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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