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UCM RESITA S.A. - UCM

EGSM resolutions 26.04.2018

Release Date: 4/26/2018 4:05:18 PM

IRIS Code: FF446

 

CURRENT REPORT
According to the Regulation C.N.V.M. no. 1/2006

 

 

Date of report: 26.04.2018

Name of the issuing company: U.C.M. Resita S.A.

Registered office: Montreal Square, No. 10, World Trade Center Building, Entrance F, 1st Floor, Office no. 1.50, Sector 1, Bucharest

Headquarters: Resita, Golului Street, no. 1, 320 053, Caras Severin County

Tel: 0255/217111; Fax: 0255/223082

Unique registration code: 1056654

Number at the Trade Register Office: J 40/13628/2011

Subscribed and paid-up capital: 10,993,390.40 lei

Regulated market where the issued securities are traded: Bucharest Stock Exchange

Important events to report: Decision of the Extraordinary General Meeting of Shareholders 04/26/2018

 

U.C.M. Resita S.A. informs the shareholders that at the Extraordinary General Meeting of Shareholders convened for 04/26/2018 at 1:00 PM established in accordance with the legal and statutory provisions at the first convening, two of the shareholders expressed their right to vote by correspondence, holding a total of 107,066,538 shares, representing 97.3917% of the registered capital and, respectively 100% of the voting rights that may be expressed within this general meeting, observing the legal provisions regarding the validity of the deliberations of the extraordinary general meeting also those concerning the adoption of resolutions, decides the followings:

1. Approve, with a number of 107.066.538 votes "for", representing 100% of the registered capital represented in the meeting; no votes "against" and with none votes "abstention", the proposal of the Special Trustees to draw up the Reorganization Plan, as far as possible, by applying the appropriate measures for the implementation of this plan, provided in Art. 95, paragraph 6 of Law 85/2006, such as:

A) Keeping, in whole or in part, by the debtor, the management of his business activity, including the right to dispose of the assets of his property, with the supervision of his activity by the Legal Officer appointed under the law;

B) Getting the financial resources to support the realization of the plan and the sources of their origin;

C) The transfer of all or some of the assets of the debtor's assets to one or more natural or legal persons, established before or after the confirmation of the plan;

D) Merger of the debtor under the law;

E) Liquidation of all or some of the assets of the debtor's property, separately or in a block, free of any charges or giving them in payment to the debtor's creditors in respect of the debts they have against the debtor's assets. The payment of the assets of the debtor's property to its creditors may be done only with the prior written consent of them in respect of this method of extinguishing their claim; (on 24th of July 2010, Art. 95, paragraph (6), point E of Chapter III, Section 5 as amended by Article I, paragraph 37 of Law 169/2010).

F) Partial or total liquidation of the debtor's assets in order to execute the plan is made according to Art. 116-120;

G) Amendment or termination of the actual guarantees by granting compulsory, for the benefit of the guaranteed creditor, of a guarantee or an equivalent protection, under the conditions stipulated in Art. 39 paragraph (2) point c);

H) Extending the due date as well as changing of the interest rate, the penalty, or any other clause in the contract or of the other sources of its obligations;

I) Amendment of the debtor's Memorandum of Association, according to the law;

J) Issuance of securities by the debtor or any of the persons mentioned under C and D, under the conditions provided by Law no. 31/1990, republished, with subsequent amendments and completions, and by Law no. 297/2004, with subsequent amendments and completions. In order to enclose in the plan a issued securities, it is required the express written consent of the creditor who is to receive the issued securities, consent that will be given before the acceptance of the plan by the syndic judge in accordance with the provisions of Art. 98 paragraph (3). By way of exception to the provisions of art. 205 paragraph (2) of the Law no. 297/2004, as subsequently amended and supplemented, the operations under this point are considered to be operations exempted within the meaning of art. 205 paragraph (1) of the aforementioned law;

K) By way of derogation from the provisions of subparagraph J, the reorganization plan cannot provide the conversion of the budgetary receivables into securities;

L) Insertion of some provisions into the debtor's Memorandum of Association - legal person - or of the persons mentioned under letter C and D:

a) To prohibit issuance of shares without the right to vote;

b) To determine, in case of different categories of ordinary shares, an appropriate distribution of voting between this category;

c) In the case of preference shares with priority dividend over other categories of shares, with satisfactory regulation of the appointment of the administrators representing the respective categories of shares, under the assumption of non-payment of the outstanding dividend.

 

2. Approve, with a number of 107.066.538 votes "for", representing 100% of the registered capital represented in the meeting; no votes "against" and with none votes "abstention", the date of 18.05.2018 as registration date for identification of shareholders that will be affected by the decision of the Extraordinary General Meeting of Shareholders.

  

Special Trustee:

Cosmin URSONIU

 

 

Special Trustee:

Nicoleta Liliana IONETE

 



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