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PREFAB SA - PREH

EGSM resolutions 21.06.2022

Release Date: 6/21/2022 2:55:19 PM

IRIS Code: 84E9A

CURRENT REPORT

according to regulation A.S.F. no. 5 / 2018

Date of report: 21.06.2022

Name of the company - PREFAB  S.A.

Registered Office - Bucuresti, str. Dr. Iacob Felix, nr. 17-19, et.2, sector 1

Phone no./fax - 021-3315116/021-3305980 - 0242-311715/0242-318975

Unique registration code with the Trade Register - R 1916198

Trade Register Registration Number - J40/9212/2003

Subscribed and paid in share capital - 24.266.709,5 lei RON

Regulated market where the issued securities are traded - Stock Exchange of Bucharest

 

 IMPORTANT EVENT TO REPORT :

Decisions of Extraordinary General Meeting of Shareholders of 21.06.2022

PREFAB S.A. informs that on 21.06.2022 time 1200, took place the Extraordinary General Meeting of Shareholders, convened in accordance with 31/1990 R Act and 24/2017 R Act at the premises of Calarasi, jud Calarasi, strada Bucuresti, nr. 396  both taking place through video-call.

The Extraordinary General Meeting of Shareholders conducted their works on the first summons. The summons was published in the Official Gazette of Romania Part IV no. 2077/17.05.2022, in the newspaper „Bursa” no. 91/17.05.2022, and posted on the company website (www.prefab.ro - Section Shareholders - A.G.A.). The meeting was attended by the shareholders registered in the Shareholders' Register on the reference date 06.06.2022.

Of the total of 48.533.419 shares issued, were present, represented at the Extraordinary General Meeting, shareholders holding 40.304.220 shares, representing 83,0443 % of the share capital.

Having the quorum and the majority required, provided for by law and by the own statute, recorded in the minutes signed on the works of the Extraordinary General Meetings of Shareholders, the shareholders approved the following:

 

DECISION No. 4

of the

Extraordinary General Meeting of Shareholders of 21.06.2022

The Extraordinary General Meeting of Shareholders of PREFAB S.A., with registered office in Bucuresti, strada Dr. Iacob Felix, nr. 17-19, et.2, sector 1, registered with the Trade Register under no. J 40 / 9212 / 04.07.2003, Unique Registration Code 1916198, met in compliance with the legal provisions on 21.06.2022, time 1200 at the premises of  Calarasi, strada Bucuresti, nr. 396, under the provisions of 31/1990 R Act as subsequently amended and supplemented and the articles of association of the company, the quorum conditions were fulfilled, stakeholders representing 83,0443% of the social capital being present and represented, with a total number of 40.304.220 votes, valid for a 40.304.220 number of shares, representing 83,0443% of the social capital, with the unanimity of valid votes expressed, meaning 40.304.220 votes “for” (representing 100% of the valid expressed votes), 0 votes “against” ( representing  0% of the valid expressed votes) and 0 votes “abstained”

( representing  0% of the valid expressed votes)

       DECIDES :

            Art. 1. Approval of the sale of all shares held by PREFAB S.A. to the company “PREFAB BG” EOOD, CUI BG 118549623, a company registered in the Republic of Bulgaria, registered in the Trade Register and the Register of Legal Entities, in which the company PREFAB S.A. sole shareholder, holding 100% of the share capital, respectively 100 (one hundred) shares, each with a nominal value of 100 (one hundred) levs.

          Art.2. Approval that in order to sell the shares held by PREFAB S.A. to the company “PREFAB BG” EOOD, the shares should be evaluated according to the legal provisions in force by an authorized natural or legal person.

The final price will be approved by the Board of Directors by a decision taken by a majority of votes. The sale will be made by concluding a contract for the sale of shares-shares, by a person authorized by the Board of Directors.

The asset consisting in the participation in the company “PREFAB-BG” EOOD does not contribute to the achievement of the main object of activity of the company.

The value of the asset referred to in art.1. above is less than 20% of the value of net fixed assets.

          Art.3. Authorization of the Board of Directors of PREFAB S.A. to appoint the person/persons authorized to sign on behalf of the company, before the competent authorities of the contract of sale in authentic form having as object the shares held by PREFAB S.A. to the company “PREFAB-BG” EOOD and any another document necessary for its completion, as well as to take all the necessary steps for concluding and registering this contract and the changes made within the company “PREFAB-BG” EOOD, to take all the necessary decisions, signing on behalf of PREFAB S.A., the decision of the partner unique in the company “PREFAB-BG” EOOD.

          Art.4. Revocation of the decision of the Extraordinary General Meeting of Shareholders no.2 of 27.04.2022.

          Art. 5. The Board of Directors and the Executive Management of PREFAB S.A. will execute this decision and the secretariat will serve it those interested.

                                                                                                                                                     DECISION No. 5

of the

Extraordinary General Meeting of Shareholders of 21.06.2022

The Extraordinary General Meeting of Shareholders of PREFAB S.A., with registered office in Bucuresti, strada Dr. Iacob Felix, nr. 17-19, et.2, sector 1, registered with the Trade Register under no. J 40 / 9212 / 04.07.2003, Unique Registration Code 1916198, met in compliance with the legal provisions on 21.06.2022, time 1200 at the premises of  Calarasi, strada Bucuresti, nr. 396, under the provisions of 31/1990 R Act as subsequently amended and supplemented and the articles of association of the company, the quorum conditions were fulfilled, stakeholders representing 83,0443% of the social capital being present and represented, with a total number of 40.304.220 votes, valid for a 40.304.220 number of shares, representing 83,0443% of the social capital, with the unanimity of valid votes expressed, meaning 40.304.220 votes “for” (representing 100% of the valid expressed votes), 0 votes “against” ( representing  0% of the valid expressed votes) and 0 votes “abstained” ( representing  0% of the valid expressed votes)

                                                                                                                                           DECIDES :

           Art.1. The approval of date of 08.07.2022 as registration date, respectively of identification of shareholders who are affected by the decisions taken, in accordance with the provisions of Art.87, para. 1 of Law no.24/2017 R on issuers of financial instruments and market operations.

Art.2. The approval of date of 07.07.2022 as ex-date, in accordance with the provisions of 24/2017 R Act, of Regulation no.5/2018 on issuers of financial instruments and market operations.

           Art.3. Approval of the power of attorney and mandate of the civil society of lawyers Voicu,Georgescu and associates, through their  collaboratoring lawyers for carrying out the necessary and legal operations for registering the decisions of the extraordinary general meeting of shareholders as well as carrying out the publicity formalities.

           Art. 4. The Board of Directors and the Executive Management of PREFAB S.A. will execute this decision and the secretariat will serve it those interested.

   C.A. Chairman,                                                                                           A.G.A. Registrar,

 Marian Petre Milut                                                                                         Manoliu Nicoleta

 

 



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