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CONPET SA - COTE

Legally insufficient quorum EGSM 11.03.2021 2nd call, share capital increase

Release Date: 3/11/2021 1:23:15 PM

IRIS Code: ADAF9

CONPET SA

No. 1-3 anul 1848 Street, Ploiesti, Prahova, Romania

TIN RO 1350020

NACE Code 4950

CRN J29/6/22.01.1991

Subscribed and paid-up share capital 28 569 842.40 RON

 

No. 8669/ 11.03.2021

 

To: The Bucharest Stock Exchange

Phone no. +40 21.307.95.00/ Fax no. +40  021.307.95.19

 

The Financial Supervisory Authority 

Phone no. +40 021.659.60.57/ Fax no. +40 021.659.64.36; 021.659.60.51

 

 

CURRENT REPORT NO. 10/2021

as per Law no. 24/ 2017 and ASF Regulation no. 5/2018

 

Date of the report

11.03.2021

Name of the Issuing Entity

CONPET S.A. Ploiesti

Registered Office

No. 1-3, Anul 1848 Street, Ploiesti

Phone/Facsimile/E-mail

0244/ 401360/ 516451/ 402385/ actionariat@conpet.ro

Sole Registration Number at ORC

1350020

No at the Trade Registry

J29/6/22.01.1991

Subscribed and paid-up share capital

28,569,842.40 RON

Total No of Shares

8,657,528 nominative shares

   The regulated market where

    the issued securities are being traded:    B.S.E., PREMIUM Category

 

Reporting significant events, as per art. 234 of ASF Regulation no.5/2018: Resolution of The Extraordinary Meeting of Shareholders (EGMS) of CONPET SA dated 11.03.2021 (second call).

The Extraordinary General Meeting of Shareholders (EGMS) of CONPET SA convened for the date 11.03.2021 (in second call), 10.00 A.M., at the company’s headquarters in Ploiesti no. 1-3 Anul 1848 street, following its convening by the Board of Directors

The EGMS Convening Notice, approved by BoD Decision no.2/28.01.2021 was published in the Official Gazette of Romania no. 421/01.02.2021, Part IV and in „Jurnalul” newspaper, the edition of 01.02.2021, being submitted to the Bucharest Stock Exchange and the Financial Supervisory Authority as annex to the Current Report no. 3/28.01.2021 report published on www.bvb.ro and www.conpet.ro.

At the EGMS sessions could participate the shareholders registered in the Shareholders Registry consolidated at the reference date 01.03.2021. One shareholder, legal person, attended the meeting, namely the representative of the Ministry of Economy, Energy and Business Environment (namely the Ministry of Energy) - on behalf of the Romanian State, majority stakeholder, holding 5,083,372 shares with a nominal value of 3.30 RON, representing 58.7162 % of the total number of shares/voting rights, namely a share capital amounting to 16,775,127.6 RON.

For the EGMS meeting, 11 shareholders have submitted correspondence voting bulletins, holders of a number of 686,598 shares/voting rights, representing 7.9306% of the total number of shares/voting rights, respectively a share capital in amount of 2,265,773.4 RON.

Art. 17 Para. (2) and (3) of the Articles of Incorporation has the following provisions:

(2) For the validity of deliberations of the extraordinary general meeting of shareholders are required:

a) In first call, the presence of shareholders (including the correspondence voting bulletins) representing at least half (1/2) of the total number of voting rights;

b) In second call, the presence of shareholders representing at least one third (1/3) of the total number of voting rights;

c) The decisions are taken by the majority of the shareholders attending or represented both in first and in the second call;

d) The decision to change the core business of the company, reduce the share capital, increase by intake in cash of the share capital, change of legal form, merger, division or dissolution of the company shall be taken by a majority of at least two thirds (2/3) of the voting rights held by shareholders present or represented.

(3) Notwithstanding the provisions above, the following decisions of the extraordinary general meeting of shareholders shall be taken by vote of shareholders representing at least three quarters (3/4) of the share capital, at first call or any other later call, as follows:

a)      Decisions on the issue of bonds;

b)      Emptive rights of preferences of shareholders to subscribe new shares in the case of capital increase in cash;

c)      Share capital augmentation by contribution in kind.

At the same time, Art. 87 Para. (2) of Law no. 24/2017 regarding the issuers of financial instruments and market operations states that “the share capital augmentation by contribution in kind is approved by the Extraordinary General Meeting of Shareholders, attended by shareholders representing at least 85% of the subscribed share capital and voting shareholders representing at least 3/4 of the voting rights.”

With regard to items 2, 3, 4 and 5 on the agenda of the EGMS, considering Art. 117 Para. (8) of Law no. 31/1990 on companies, republished, as amended and supplemented, which provides that “for the listed companies the relevant provisions of the capital market specific law are applied”, provisions of Art. 87 Para. (2) of Law no. 24/2017 regarding the issuers of financial instruments and market operations, and, given the attendance of shareholders at the meeting of the EGMS, which shows that are present (including the forms for voting by correspondence) a total of 12 shareholders, holders of a total of 5,769,970 shares/voting rights representing 66.6468 % of the share capital, it appears that in this second meeting convening the EGMS, the quorum provided by law is not met, necessary for the capital augmentation by contribution in kind.

Annexed to this current report is Resolution no. 2 of the Extraordinary General Meeting of Shareholders (EGMS) of CONPET SA dated 11.03.2021.

 

Director General,

eng. Dorin TUDORA

S.s. Illegible

Stamp

 

 

 

 

 

 

 

 



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