Market News


ALTUR S.A. - ALT

OGSM & EGSM resolutions 28.04.2021

Release Date: 5/4/2021 2:50:34 PM

IRIS Code: 7F06A

 

   

RC J/28/131/1991, CUI: R1520249, SIRUES 281092373, SICOMEX 37122,

CONT RO50RNCB3800000000040001, BCR SLATINA str. PITESTI, Nr. 114, 230104, SLATINA, jud. OLT, ROMANIA

Tel. 0249/436834; 436979,

Fax.0249/436037; 436979

 

To: BUCHAREST STOCK EXCHANGE

       FINANCIAL SUPERVISORY AUTHORITY

 

 

 

CURRENT REPORT

According to ASF Regulation no.5 / 2018 and

Law no. 24/2017

 

 

 

Date of report: 29.04.2021

Headquarters of ALTUR SA: Slatina, str. Pitesti, nr. 114, Olt

Unique registration code: RO 1520249

 

Order number in the Trade Register: J28 / 131/1991

European Unique Identifier (EUID): ROONRC J28 / 131/1991

COD LEI: 259400IHBSVL9OOVM346.

 

Subscribed and paid-up capital: 82,438,833.8 lei

Nr. shares / nominal value: 824,388,338 shares with nominal value of 0.1 lei

Trading Market: Stock Exchange - Bucharest, Standard Category, ALT symbol

 

Tel / Fax: 0249 / 43.68.34; 0249 / 43.60.37

 

 

     Important event to be reported:  The decision of the Ordinary and Extraordinary General Meeting of Shareholders dated 28.04.2021

 

 

I.                   The Ordinary General Meeting of the Shareholders convened in accordance with the legal provisions in the Official Gazette, Part IV no. 1259/26.03.2021, respectively the Official Gazette Part IV No.1564/15.04.2021 – supplementing the agenda, in the newspaper Gazeta Oltul and published on the company's website, met by statute at the second convocation at the company's headquarters in Slatina, str. Pitesti, no.114, Olt county, as a result of the fulfillment of the legal quorum conditions provided by the Constitutive Act, Law 31/1990 republished and the provisions of Law No. 24/2017 on Issuers of Financial Instruments and Market Operations. According to the Convenor, they were entitled to participate and vote for persons acting as shareholders on the reference date, 16.04.2021

The meeting was attended personally, through representatives and by mail by a number of 6 shareholders, holding a number of 537,989,579 voting shares, representing 65.2592% of the company's share capital,

The Ordinary General Meeting of Shareholders in accordance with the legal provisions and the valid votes, as evidenced in the minutes of the meeting, corresponding to the issues on the agenda,

 

 

DECIDES:

 

 

        Article 1.  With a number of  462,930,991 votes "for" representing 56.1545% of the share capital, with a number of 13,039,524 votes against” representing  1.5817% of the share capital and with a number of 62,019,064 „abstentions” representing 7.5230% of the share capital, the financial statements for the year 2020 are approved on the basis of the Annual Report of the Board of Directors and the Financial Auditor's Report, with the following main indicators:

                                          - Turnover                                                            75,337,103 lei

                                          - Total revenues                                                  65,947,229 lei

                                          - Total expenses                                                  82,160,677 lei

                                          - Gross result                                                    – 16,213,448 lei

                                          - Net result                                                        – 16,159,868 lei

 

Article 2. With a number of 268,698,405 votes "for" representing 32.5936% of the share capital and with 269,291,174 votes "abstentions" representing 32.6656% of the share capital, the discharge of administrators' management for the activity carried out in the financial year 2020 is approved.

 

Article 3. With a number 486,521,484 "for" votes representing 59.0161% of the share capital, with a number of 13,039,524 "against" votes representing 1.5817% of the share capital and with a number of 38,428,571 votes "abstentions" representing 4.6614% of the share capital is approved the remuneration policy of the directors of the company (administrators and directors) in accordance with the provisions of Article 29 index 1 of Law 24/2017 on issuers of financial instruments and market shares.

 

Article 4. With a number of 537,989,579 votes for 65.2592% of the share capital, the Income and Expenditure Budget for 2021 is approved with the main indicators as follows:

 

                                                 - Total revenues of                            99,705,000 lei

                                                 - Total expenses                                 98,834,800 lei

                                                 - Gross profit                                             870,200 lei

 

Article 5. With a number of 537,989,579 votes "for" representing 65.2592% of the share capital, the Investment and Modernization Plan for 2021 and empowering the Board of Directors to approve its change according to the concrete needs of the company.

 

Article 6. With a number of 524,950,055 votes "for" representing 63.6775% of the share capital and with a number of 13,039,524 votes „against” representing 1.5817% of the share capital, the extension of the service contract with the financial auditor DELOITTE AUDIT SRL is approved for a period of 1 year  for auditing the financial - accounting statements of 2021 and empowering the Chairman of the Board of Directors to sign the contract for the provision of services.

 

Article 7. With a number 486,521,484 "for" votes representing 59.0161% of the share capital, with a number of 13,039,524 "against" votes representing 1.5817% of the share capital and with a number of 38,428,571 votes "abstentions" representing 4.6614% of the share capital, the organizational structure of the company for 2021 is approved and empowers the Council Administration to modify the Organizational Chart according to the economic needs of society.

 

Article 8.  It is approved by a number of 524,950,055 votes "for" representing 63.6775% of the share capital and with a number of 13,039,524 votes „against” representing 1.5817% of the share  capital the ratification of the decision of the Administrative Board No.2/25.03.2021 approving the conclusion of a loan agreement between ALTUR SA and Mr. Adrian Andrici in the amount of 3,461,007 lei, for a period of 1 year.      

 

Article 9.  With a number of 537,989,579 votes "for" representing 65.2592% of the share capital, the date of 20.05.2021 is approved as registration date according to art. 86, par. 1 of Law 24/2017 and 19.05.2021 as "ex data" in accordance with the provisions of ASF Regulation 5/2018.

 

 

Article 10.  With a total of 537,989,579 votes "for" representing 65.2592%  of the share capital  the empowerment of Mrs. Gunaru Maria to fulfill all legal formalities, in order to register the entries at the Trade Register Office at the Olt Court, BVB and ASF Bucharest.

 

 

II. The Extraordinary General Meeting of the Shareholders Shareholders convened in accordance with the legal provisions in the Official Gazette, Part IV no. 1259/26.03.2021, respectively the Official Gazette Part IV No.1564/15.04.2021 – supplementing the agenda, in the newspaper Gazeta Oltul and published on the company's website, met by statute at the second convocation at the company's headquarters in Slatina, str. Pitesti, no.114, Olt county, as a result of the fulfillment of the legal quorum conditions provided by the Constitutive Act, Law 31/1990 republished and the provisions of Law No. 24/2017 on Issuers of Financial Instruments and Market Operations. According to the Convenor, they were entitled to participate and vote for persons acting as shareholders on the reference date, 16.04.2021

The meeting was attended personally, through representatives and by mail by a number of 6 shareholders, holding a number of 537,989,579 voting shares, representing 65.2592% of the company's share capital,

The Extraordinary General Meeting of Shareholders in accordance with the legal provisions and the valid votes, as evidenced in the minutes of the meeting, corresponding to the issues listed on the agenda,

 

DECIDES:

 

 

Article 1.  With a number of 537,989,579 votes "for" representing 65.2592% of the share capital, is approved of the commitment of a loan in the amount of 3.5 million lei for the payment of outstanding amounts, representing taxes and duties due to the Romanian state in order to reduce / cancel penalties (OG 69/2020) which could be applied.

 

           Article 2.  It is approved, With a number of 537,989,579 votes "for" representing 65.2592% of the share capital the power of  the Board of Directors to establish the concrete conditions under which the loan will be committed.

 

           Article 3. With a number of 524,950,055 votes "for" representing 63.6775% of the share capital and with a number of 13,039,524 votes „against” representing 1.5817% of the share  capital the issue of non-convertible bonds is approved by ALTUR SA (regardless of whether they are guaranteed or unsecured), in materialized or de-materialized form, whether they will be listed on any stock exchange or not and / or denominated in RON, having a maximum nominal value total of RON 10,000,000, with an annual interest rate of 7% and a maturity (maturity) of 3 (three) years, calculated from the date of each issue (“Bonds”), in one or more issues and / or tranches (whether they have the same characteristics and / or different characteristics, including the form of the bonds, the nominal value, the interest rate, the method of payment of interest and principal, the possibility of early redemption, the method of guarantee and / or the maturity date).

The bonds will be placed in accordance with:

- One or more public offerings addressed to the public and / or to certain qualified and / or professional investors and / or on the basis of any other exceptions to the publication of a prospectus in connection with the issuance of such Bonds; and / or

- One or more private placements to investors through an offer addressed to qualified investors and / or to a number of less than 150 natural or legal persons, other than qualified investors, in compliance with legal provisions.

The above approval is valid in connection with the Bonds with the maximum maturity above, up to the maximum total nominal value of RON 10,000,000, regardless of whether the issuance of these Bonds will end during one or more calendar years.

 

Article 4.  It is approved, with a number of 524,950,055 votes "for" representing 63.6775% of the share capital and with a number of 13,039,524 votes „against” representing 1.5817% of the share  capital, authorisation and empowerment of the Administrative Board for the following:

- to issue any decision and to fulfill all the necessary, useful and / or opportune legal acts and facts for the execution of the decisions to be adopted by AGEA ALTUR SA, without limiting itself to, negotiating as well as establishing and approving the following in connection with each issue or tranche of Bonds:

(a) the amount of the issue or tranche, as appropriate;

(b) the price of the Bonds;

(c) any other terms and conditions of the Bonds, including, without limitation, the form of the bonds, maturity, early redemption, interest, taxes and commissions, guarantees and / or mortgages issued and / or set up in connection with the issuance of the Bonds and, where applicable, the prospectus prepared in connection with the issuance of the Bonds; and

(d) intermediaries for the issue and sale of Bonds, as appropriate;

- To negotiate, approve and sign any contracts and / or arrangements on the Bonds and / or on the basis of which the Bonds are issued, sold and / or admitted to trading on a stock exchange, guarantee contracts, guarantee commitments, offer documents, any subscription contracts, sale, agency, trust, consultancy , certificates, declarations, registers, notifications, additional documents and any other necessary acts and documents, complete any formalities and authorize and / or execute any other actions necessary to give full effect to the issuance of the Bonds and / or the offer in connection therewith and their sale and / or related guarantees (as applicable) and to negotiate, approve and sign any other documents and perform any other operations and / or formalities that are necessary or useful to implement and give full effect to the foregoing. up and the issuance of Bonds;

- decide whether the Bonds or any issue and / or tranche thereof will be listed on any stock exchange and, if necessary, negotiate, approve and sign any document and carry out any operations and / or formalities that may be required in connection with the admission of Bonds on such a stock exchange (including, where appropriate, the negotiation and approval of the prospectus prepared in connection with the admission of these bonds to trading on the stock exchange);

- negotiate, approve and sign any contracts and / or arrangements relating to the above operations, and carry out any actions and / or formalities required in connection with such operations.

- decide to use the funds obtained, as a source of financing for investments in the extension and consolidation of RET and / or for the refinancing of financial balance sheet obligations and / or to ensure the working capital necessary to support the company's strategic business plan.

 

            Article 5. With a number of 537,989,579 votes "for" representing 65.2592% of the share capital, the date of 20.05.2021 is approved as registration date according to art. 86, par. 1 of Law 24/2017 and 19.05.2021 as "ex data" in accordance with the provisions of ASF Regulation 5/2018.

 

Article.6. With a number of 524,950,055 votes "for" representing 63.6775% of the share capital and with a number of 13,039,524 votes „against” representing 1.5817% of the share capital the empowerment of Mrs. Gunaru Maria to fulfill all legal formalities, in order to register the entries at the Trade Register Office at the Olt Court, BVB and ASF Bucharest.

 

 

 Chairman of the Board of Directors,

Ing. Nitu Rizea Gheorghe

 

 

 

                                                                                                                       

 

 GMS Secretariat

 ec. Obretin Rodica

 av. Gunaru Maria

 



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