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NOROFERT - NRF

Resolutions of the OGMS & EGMS dated 16.05.2022

Release Date: 5/17/2022 12:24:33 PM

IRIS Code: FC3DB

To:

BURSA DE VALORI BUCURESTI S.A.

AUTORITATEA DE SUPRAVEGHERE FINANCIARA

 

CURRENT REPORT 14/2022

According to Law nr. 24/2017 regarding issuers of financial instruments and market operations, ASF regulation nr. 5/2018 regarding the issuers of financial instruments and market operations and/or the Bucharest Stock Exchange Rulebook for Multilateral Trading System.

 

Date of report

17.05.2022

Name of the Company

NOROFERT S.A.

Registered Office

Bucharest Str. Lt. Av. Serban Petrescu Nr. 20, Ground Floor, Room 1 and 2, District 1.

Phone

031 860 21 01

Email

investitori@norofert.ro

Registration nr. with Trade Registry

J40/4222/2000

Fiscal Code

12972762

Subscribed and paid share capital

6,859,152 lei

Total number of shares

17,147,880

Market where securities are traded

SMT AeRO Premium, symbol NRF for shares

Bonds-SMT, symbol NRF25 for bonds

Important events to be reported: Resolutions of the OGMS & EGMS dated 16.05.2022

On May 16th, 2022, starting with 10:00 AM, at Hotel INTERNATIONAL located in Iasi, str. Palat no. 5A, Magnum Hall 1⁄2 level -2, took place the Ordinary General Meeting of Shareholders of Norofert S.A. (the “Company”), and starting with 11:00 AM, at the same location, the Extraordinary General Meeting of Shareholders of the Company took place. For both meetings, the legal and statutory quorum was constituted at first convocation.

The resolutions of the Ordinary and Extraordinary General Meetings of Shareholders of the Company are attached to this current report.

PRESIDENT OF THE BOARD OF DIRECTORS

Popescu Vlad Andrei


 

 

DECISIONS OF THE ORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF NOROFERT SA

NO. 1/16 May 2022

 

At the ordinary general meeting of shareholders of NOROFERT SA ( the Company ), based in Bucharest, Sector 1, str. Lt. Av. Serban Petrescu no. 20, Ground floor, rooms 1 and 2, with CUI 12972762, registered in the Trade Register under no. J40 / 4222/2000, meeting at the INTERNATIONAL Hotel in Iasi, str. Palat no. 5A, Magnum Hall ½ level -2, Iasi county, chaired by Mr. Popescu Vlad Andrei, President of the Board of Directors, secretary being Mr. Mihai Chisu, shareholders holding 12,196,362 shares participated, representing 71.1246% of the share capital, the quorum being met.

 

The shareholders decided on the items on the agenda.

 

1. Shareholders holding 12,196,362 shares voted, representing 71.1246% of the share capital, as many votes were cast, of which 10,199,414 for and 1,996,948 abstentions, so it was approved the individual financial statements of the Company for the financial year 2021, based on the conclusions of the report of the financial auditor of the company on 31.12.2021 and the report of the board of directors on the activity of the company during 2021. 

 

2. Shareholders holding 12,181,480 shares voted, representing 71.0378% of the share capital, as many votes were cast, of which 12,164,632 in favor, 4,503 against, and 12,345 abstentions, so that the allocation of net profit for the year 2021 was approved, in the amount of RON 7,088,684, as follows:

·                    legal reserves = RON 422,742;

·                    other reserves = 0 RON;

·                    RON 6,665,942 representing undistributed profit.

 

3. Shareholders holding 12,181,480 shares voted, representing 71.0378% of the share capital, as many votes were cast, of which 3,896,937, representing 22.7254% of the share capital for and 8,284,543 abstentions, so the discharge of the members of the board of directors for the activity related to the financial year 2021 was approved, taking into account the individual financial statements;

 

4. Shareholders holding 12,181,480 shares, representing 71.0378% of the share capital, voted as many votes, of which 12,163,958 were in favor, 17,522 against, and no abstentions, so that the revenue and expenditure budget of the Company for the financial year 2022 and the 2022 investment program, as part of the Company's revenue and expenditure budget, was approved;

 

5. Voted, representing 71.1142% of the share capital, as many votes were cast, of which 12,180,058 for, and 14,522 abstentions, so it was approved to set the registration date on 03.06.2022 and the ex-dated 02.06.2022;

 

6. Shareholders holding 12,189,363 shares voted, representing 71.0837% of the share capital, as many votes were cast, of which 12,189,363 for, so that empowering of the President of the Board of Directors was approved, with the right of substitution / delegation, to sign any documents, including OGMS decisions, and to undertake any necessary formalities, including representation of the Company before any public authorities / natural persons / legal persons, for the fulfillment of those decided by the OGMS.

 

DECISIONS OF THE EXTRAORDINARY GENERAL MEETING

OF THE SHAREHOLDERS OF NOROFERT SA

NO. 1/16 May 2022

 

At the extraordinary general meeting of shareholders of NOROFERT SA ( the Company ), based in Bucharest, Sector 1, str. Lt. Av. Serban Petrescu no. 20, Ground floor, rooms 1 and 2, registered in the Trade Register under no. J40 / 4222/2000, meeting at the INTERNATIONAL Hotel in Iasi, str. Palat no. 5A, Magnum Hall ½ level -2, Iasi county, chaired by Mr. Popescu Vlad Andrei, President of the Board of Directors, the secretary being elected Mr. Mihai Chisu, participated shareholders holding 12,197,127 shares, representing 71.1290% of the share capital, the quorum being met.

 

The shareholders decided on the items on the agenda.

 

1. 12,184,027 shares, representing 71.0526% of the share capital, voted as many votes, of which 12,183,227 for and 800 against, without any abstention, so that the acquisition from MB TELECOM LTD SRL (CIF: 6612564) of an asset composed of the building (Norofert Factory) located in the built-up area of Ditesti village no.425A2, Filipestii de Padure commune, plot 33, plots 936/18, 936/19, 936 / 20, 936/21, 936/22, 936/23, Prahova county, composed of the land with an area of 18,599 sqm. (from documents and cadastral measurements), having the category of use of yards-constructions, cadastrally identified with no. 23722, registered in the Land Book no. 23722 of the commune of Filipestii de Padure, Prahova county, and of the constructions built on it, respectively the construction C1, identified cadastrally with no. 23722-C1, having the destination of industrial and urban constructions (production hall), with a built and developed surface of 2,237 sqm., Construction C2, cadastrally identified with no.23722-C2, having the destination of industrial and urban constructions (warehouse no 1), with a built and developed surface of 204 sqm., Construction C3, cadastrally identified with no.23722-C3, having the destination of industrial and urban constructions (warehouse no.2), with a built and developed surface of 388 sqm., construction C4, cadastrally identified with no.23722-C4, having the destination of administrative and social cultural constructions (social group), with a built and developed surface of 126 sqm., construction C5, identified cadastral with no.23722-C5, having the destination of industrial and urban constructions (locksmith workshop and tool warehouse), with a built and developed surface of 143 sqm., construction C6, cadastrally identified with no.23722-C6, having the destination of industrial constructions and urban development (warehouse no. 3), with a built and developed surface of 65 sqm., construction C7, cadastrally identified with no.23722-C7, having the destination of administrative and social (P + 1E administrative building ) with a built-up area of 156 sqm., and a developed area of 312 sqm., construction C8, cadastrally identified with no.23722-C8 with the annex construction destination (utility annex) with a built and developed area of 5 sqm., construction C9, cadastrally identified with no.23722-C9, having the destination of annex constructions (gate cabin), with a built and developed surface of 10 sqm., together with all the endowments, installations, machinery, equipment and works of any kind, located in and on the building, incorporated / fixed / executed on the aforementioned building, in exchange for a price of not more than EURO 1,150,000 (one million one hundred and fifty), to be paid in full or in installments, part of the company's funds and part of one or more bank loans to be contracted for the purpose of acquiring the asset described above;

 

2. Voted, representing 71.1290% of the share capital, as many votes were cast, of which 12,196,327 for and 800 against, without any abstention, so it was approved the conclusion, in authentic form, of a bilateral sale-purchase promise, as well as of a sale contract having as material object the aforementioned asset, documents to be signed on behalf of the company by the President of the Board of Directors, POPESCU VLAD ANDREI;

 

3. Shareholders holding 12,184,027 shares voted, representing 71.0526% of the share capital, as many votes were cast, of which 12,154,732 for, 4560 against and 24,735 abstentions, so it was approved contracting by the Company, as a debtor, of some loans (credit lines, factoring , working capital, leasing, operational financing, etc.), of maximum 70,000,000 RON or the equivalent in another currency, for a maximum duration of 20 years , from banking institutions, credit institutions and / or other banking or non-banking financial institutions or any other institutions permitted by law, as well as the approval of the Company's guarantee of financial obligations resulting from the contracting of loans, including by the establishment of mortgages and / or real estate on the Company's assets (real estate, fixed assets, receivables, insurance policies, etc.), as they will be requested / agreed by the lending entities in order to grant loans. Empowerment of the Board of Directors to negotiate with full powers and contract loans within the aforementioned debt limit, as well as to negotiate and grant loan guarantees, as requested / agreed by the lending entities. The power of attorney granted in this way is also valid for the conclusion of any additional acts of modification and / or supplementation of the granted loans;

 

4. Shareholders holding 12,183,837 shares voted, representing 71.0515% of the share capital, as many votes were cast, of which 12,183,337 for and 500 against, without any abstention, so it was approved to set the registration date on 03.06.2022 and the ex-dated 02.06.2022.

 

5. Shareholders holding 12,183,949 shares voted, representing 71.0515% of the share capital, as many votes were cast, of which 12,183,449 for and 500 against, without any abstention, so that the empowering of the President of the board was approved, with the right substitution / delegation, in order to sign any documents, including the EGMS decisions, and to undertake any necessary formalities, including the representation of the Company before any public authorities / individuals / legal entities, in order to carry out the decisions of the EGMS.

 

 

16/05/2022                                                                                                                                     

President,

 

Secretary,

 

 

 



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