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BURSA DE VALORI BUCURESTI SA - BVB

OGSM & EGSM resolutions as of April 16, 2018

Release Date: 4/16/2018 3:15:09 PM

IRIS Code: 815EC

No. 1999 /April 16, 2018

To:      Financial Supervisory Authority                                                    

            Financial Instruments and Investments Sector

            Fax: 021- 659.60.51

 

              Bucharest Stock Exchange – Regulated market

              Fax: 021- 256.92.76

 

From:   Bursa de Valori Bucuresti S.A. (Bucharest Stock Exchange)

 

CURRENT REPORT

according to Regulation no. 1/2006 on issuers and operations with securities and Law no. 24/2017 on issuers of financial instruments and market operations

 

Report date: 16 April 2018

Name of the issuing company: BURSA DE VALORI BUCURESTI S.A.

Registered office: 34-36 Carol I Blvd, 13-14 floors, district 2, Bucharest

Phone/fax number: + 4 021/307.95.00, + 4 021/307.95.19

Sole Registration Code with the Trade Register Office: 17777754  

Order Number in the Trade Register: J40/12328/2005

Share capital: RON 80,492,460

Regulated market on which the issued securities are traded: Bucharest Stock Exchange – Premium Tier (market symbol: BVB)

 

Important events to be reported: Current report regarding the Resolutions adopted by the Ordinary and Extraordinary General Meetings of Shareholders held on April 16, 2018 (first convening)

 

On April 16, 2018, the Ordinary General Meeting of Shareholders (“OGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) of the Company Bucharest Stock Exchange (hereinafter referred to as “The Company”), were held, in the first convening, in Bucharest, 2nd District, 34-36 Carol I Bd., 2nd floor, Millenium Hall, starting with 10:15 a.m. (OGMS), respectively starting with 12:07 (EGMS), for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A., Bucharest, at the end of March 30,2018, considered Reference Date for both meetings.

According to the provisions of The Bucharest Stock Exchange Articles of Incorporation, the convening notice of the Ordinary and Extraordinary General Meetings of Shareholders was published in the Official Gazette - Part IV no.969 of March 8, 2018 and in the newspaper Romania Libera, edition of March 8, 2018, as well as on the website of the Company in the Investor Relations Section/General Meetings of Shareholders and the updated convening notice of the Ordinary and Extraordinary General Meetings of Shareholders was published in the Official Gazette - Part IV no. 1254 of March 28, 2018 and in the newspaper Romania Libera, edition of March 28, 2018, as well as on the website of the Company in the Investor Relations Section/General Meetings of Shareholders.

 

Following debates the Ordinary General Meeting of Shareholders adopted the following resolutions:

 

RESOLUTION NO. 1

Article. 1 Approves with the majority of the expressed votes, the annual individual and consolidated financial statements of the Company for the financial year of 2017 and drafted according to the International Financial Reporting Standards, based on the Report of administrators  and the Report of financial auditor of the Company.

 

RESOLUTION NO. 2

Article. 1 Approves with the majority of the expressed votes, the distribution of Company statutory net profit achieved in 2017, amounting RON 14,246,624, as follows: the disbursement of RON 695,833 for legal reserve and distribution of RON 13,550,791 as dividends.

 

RESOLUTION NO. 3

Article 1. Approves with the majority of the expressed votes, to discharge of liability the Company administrators for their activity carried out during the financial year 2017, based on the presented reports.

 

RESOLUTION NO. 4

Article 1. Approves with the majority of the expressed votes, the remuneration of the Company administrators for 2018 in net amount of LEI 3,700 month/member, the general limits of the additional remunerations for Company administrators and the recompensation of the administrators for 2017, according to the Annex.

 

RESOLUTION NO. 5

Article 1. Approves with the majority of the expressed votes, the Company Budget and business plan for 2018.

 

RESOLUTION NO. 6

Article 1. Approves with the majority of the expressed votes, the date of : (i) 22.05.2018 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 21.05.2018 as the “ex-date”, according to art. 2, letter f) from the Regulation no. 6/2009; (iii) 11.06.2018 as the Payment Date, according to art. 86 (2) of the Law no. 24/2017, art. 1293 para. 2 of the Regulation 1/2006 and art. 2, letter g) from the Regulation no. 6/2009.

 

RESOLUTION NO. 7

Article 1. Approves with the majority of the expressed votes, to empower the Chief Executive Officer of the Company, Mr. Adrian Tanase, respectively the Deputy Chief Executive Officer of the Company, Mr. Marius - Alin Barbu, with the right to delegate the powers, to: (i) execute and/or sign, on behalf of the Company and/or of the Company’s shareholders: the resolutions of the present Ordinary General Meeting of Shareholders, any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the present Ordinary General Meeting of Shareholders, in relation with any natural or legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made.

 

Please be informed that as regards item 6 on the agenda of the meeting „The abrogation of the Resolution of the Ordinary General Meeting of Shareholders of Bucharest Stock Exchange S.A. no. 9 of April 12, 2017 (the "Resolution") regarding the approval of the maximum level of the commissions and tariffs applied by the Company for the specific operations on the regulated market, as set out in the Annex to the Resolution, and consequently to return to the maximum respective commissions and tariffs applied prior to the adoption of the Resolution”, considering that the minimum voting quorum was not met, no resolution was taken.

 

Following debates, the Extraordinary General Meeting of Shareholders adopted the following resolutions:

 

RESOLUTION NO. 1

Article 1. With the majority of votes held by the present or represented shareholders, approves the amendment of the program for the allocation of own shares held by the Company, to the employees and managers of the Company and the members of the Board of Governors, approved by the Extraordinary General Meeting of the Shareholders of the Company by the Resolution no. 6 of 12.04.2017.

 

RESOLUTION NO. 2

Article 1. With the majority of votes held by the present or represented shareholders, approves in principle of the initiation by the B.V.B. of the steps to establish the Central Counterparty for the markets administered by B.V.B., as a Romanian legal entity, a joint-stock company under Law 31/1990 republished, solution with the potential to lead to the concept of Regional Central Counterparty, and mandate the administrators and the CEO of B.V.B. to take all appropriate measures and to take all necessary steps to achieve this objective and the approval in principle of an investment of up to EUR 7 million which would allow B.V.B. to obtain the status of shareholder of the Central Counterparty.

 

RESOLUTION NO. 3

Article 1. With the majority of votes held by the present or represented shareholders,  approves the date of : (i) 22.05.2018 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 21.05.2018 as the „ex-date”, according to art. 2, letter f) from the Regulation no. 6/2009.

 

RESOLUTION NO. 4

Article 1. With the majority of votes held by the present or represented shareholders, approves the empowering of the Chief Executive Officer of the Company, Mr. Adrian Tanase, respectively the Deputy Chief Executive Officer of the Company, Mr. Marius - Alin Barbu, with the right to delegate the powers, to: (i) execute and/or sign, on behalf of the Company and/or of the Company’s shareholders: the resolutions of the present Extraordinary General Meeting of Shareholders, any and all the decisions, documents, applications, forms and requests adopted/prepared in order to or for the execution of the resolutions of the present Extraordinary General Meeting of Shareholders, in relation with any natural or legal person, private or public and to (ii) fulfill all the legal formalities for implementation, registration, publicity, opposability, execution and publishing of the resolutions made.

 

Further information can be obtained from the Secretariat General Department every working day, between 9.00-17.30, at 021 - 307.95.00 and the Company's website www.bvb.ro, Section Investor Relations / General Meeting Shareholders.

 

Adrian Tanase

CEO

 


 

 

Annex to the OGMS Resolution no. 4/16.04.2018

 

 

• maintaining the current level of the remuneration owed to the Board members (Remuneration), amounting of RON 3,700 net/month/member;

• maintaining the additional remunerations for Board members, within the general limits approved by the Ordinary General Meeting of Shareholders by Resolution no. 4/26.04.2016 and no. 4/April 12, 2017, as follows:

 

Differentiation of the level of the Remuneration in relation with the position held (Additional Remuneration 1):

- for the position of President of the Board – the increase of the Remuneration with 50%;

- for the position of Vice-president of the Board – the increase of the Remuneration with 20%;

- for the position of Secretary General of the Board – the increase of the Remuneration with 10%;

 

Additional remuneration for the activity performed within the Special Committees/Commissions and working groups (Additional Remuneration 2), of up to 50% of the Remuneration.

 

• for the results of 2017, the payment in amount of 4 monthly remunerations, less the equivalent of the contributions and taxes of the company, if the BVB Share Option Plan cannot be implemented by the deadline for the share buy-back program approved by the EGMS Decision no. 5 / 12.04.2017, ie November 2018 or the Company will not have any of its own shares for the transfer or assignment of the Options from the Share Option Plan, to reward the Board of Governors members, under the following conditions: the full acquisition of BVB shares within 3 months from the date of approval of the General Shareholders Meeting and the retention of the shares bought for a period of at least 1 year from the date of acquisition.

 



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