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BERMAS S.A. - BRM

EGSM & OGSM resolutions April 16, 2021

Release Date: 4/16/2021 7:28:06 PM

IRIS Code: D1EDE

BERMAS SA

CCURRENT REPORT

according to the provisions of the Law no. 24/2017 on

issuers of financial instruments and market operations

 

Date of the report:  April 16, 2010

Name of the issuer company:  SC „BERMAS” SA

Headquarters:  Scheia, str. Humorului nr. 61, Suceava County

Phone/fax number: 0230526545;  0230526542

Tax identification number:  RO 723636

Registration number with the Trade Register:  J33/37/1991

Subscribed and paid capital: 15.087.134,30 RON

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

 

            On 16 April 2021, starting 11:00, it was convened in accordance with Law 31/1990, Law 24/2017 and Regulation 5/2018 of ASF at SC "BERMAS" SA headquarters in Humorului no. 61 of the Extraordinary General Meeting of the Shareholders and the Ordinary General Meeting of the Shareholders of SC "BERMAS" SA was convened from 12:00 onwards.

The Extraordinary General Meeting and the Ordinary General Meeting of Shareholders are at the first notice to attend. The notice to attend was published in the Official Gazette of Romania part IV no. 1077 /16.03.2021, in ”Bursa” newspaper no. 52/16.03.2021 and in ”Monitorul de Suceava” newspaper no. 62(7674) /16.03.2021 and subsequently the filling out to the Convening of the Ordinary General Meeting of Shareholders was published in the Official Gazette of Romania part IV no. 1372 /05.04.2021, in ”Bursa” newspaper no. 66/05.04.2021 and in ”Monitorul de Suceava” newspaper no. 77(7689) /02.04.2021. 

The two meetings are attended by the shareholders registered in the Shareholders Register on the reference date of 06.04.2021.

From the total of 21.553.049 issued shares were present and represented 14.297.794 shares representing 66,34% of the total issued shares both in the Extraordinary General Meeting of Shareholders and in the Ordinary General Meeting of Shareholders, the legal and statutory conditions for the holding of the two General Meetings of the Shareholders.           

            The number of shareholders present at the two shareholders' meetings was 13 (thirteen) shareholders with a number of 12,133,600 shares representing 56.30% of the share capital and were represented a number of 181 shareholders with a number of 2,164,194 shares representing 10.04% of the share capital.

 

  1.  - Following the debates the Extraordinary General Meeting of Shareholders of SC "BERMAS" SA adopted the following resolutions on the items on the agenda of the meeting:

1.   It approves the investment  program for  2021 – 2022 worth 255.000 euros,  with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

2.   a) - It approves the limits for the short term loans for partially financing the production activity, within the total value of 10.000.000 lei, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

       b) - Approval of the pledge and mortgage of movable and immovable assets in favour of the financing banks so as to guarantee loans and obtain guarantees and letters of guarantee at the request of the company for third parties (public institutions, suppliers) with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

      c) - It approves the mandate of the Board of Directors to decide the financing bank and to negotiate the credit conditions and the individualisation of the assets in the patrimony mortgaged to guarantee these loans, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

3. It approves the legal documents concluded for granting temporary and free use for the company’s customers of goods and accessories specific for selling beer during trade relations, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

4. Approval of 27 July 2021 (ex-date 26 July 2021) as registration date in accordance with art. 86 paragraph (1) of the Law no. 24/2017 regarding the issuers of financial instruments and market operations respectively the date of identification of the shareholders affected by the resolutions of this EGMS, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

5.  It approves mandate of the Chairman of the Board of Directors to sign on behalf of the shareholders the decisions of the EGMS and any other documents related thereto and to carry out any act or formalities required by the law for the registration and enforcement of the resolutions of the EGMS including the publication and registration formalities to the Trade Register or any other public institution, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.   The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

  1.  - Following the debates the Ordinary General Meeting of Shareholders of SC "BERMAS" SA adopted the following resolutions on the items on the agenda of the meeting:

 

1.-  It approves the financial statements for the year 2020 ended on December 31, 2020 based on the Directors' Report and the Financial Auditor's Report for the financial year 2020, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital. 

2.a) -  Approves the distribution of the net profit realized in 2020 in the total amount of 1.662.575 lei, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital as follows:

  • Legal reserve  for 2020 --- 62.173 lei;
  • Dividends --- 1.508.713 lei;
  • Other reserves --- 91.689 lei.

                  b) – It approves a dividend in the gross amount of 0,07 lei per share;

                  c) – It approves the date of 17.08.2021 as date of payment of dividends within six months from the date of the Ordinary General Meeting of Shareholders;

3. – It approves the directors’ discharge for the financial year 2020, Approves the discharge of the directors for the financial year 2020, with a number of 13,828,540 votes "for" representing 100% of the valid votes cast, and 64.16% of the share capital, 469,254 abstentions from the shares with the right to vote.

4.– It approves the Budget of income and expenses in 2021, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital. 

a) - Approves the remuneration of the members of the Board of Directors for the period 01.05.2021 - 01.05.2022, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

b) - Authorizes the Board of Directors through the President as the trustee to establish the remuneration granted to the executive directors as well as the financial auditor's fee for the period 01.05.2021 - 01.05.2022, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.

6. - It aproves the remuneration policy of the company's directors (administrators and directors) in accordance with the provisions of art. 92 ind. 1 of Law no. 24/2017 on issuers of financial instruments and market operations, with a number of 14,297,794 votes "for" representing 100% of the validly cast votes and 66.34% of the share capital.

7. - It approves the registration date i.e. date of identification of shareholders who are affected by this resolution of the OGMS. The Board of Directors proposes as registration date the date of  July 27, 2021 (ex-date 26.07.2021);

8.  It approves mandate of the Chairman of the Board of Directors to sign on behalf of the shareholders the decisions of the OGMS and any other documents related thereto and to carry out any act or formalities required by the law for the registration and enforcement of the resolutions of the OGMS including the publication and registration formalities to the Trade Register or any other public institution, with a number of 14,297,794 votes "for" representing 100% of the valid votes cast and 66.34% of the share capital.  The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

 

President of the Board of Directors,                                       

ec. Anisoi Elena



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