Market News


BURSA DE VALORI BUCURESTI SA - BVB

Convening notice of O&EGSM on April 12/13, 2017

Release Date: 3/3/2017 6:45:04 PM

IRIS Code: 0930E

No. 1790/ March 3, 2017

To: Financial Supervisory Authority

       Fax: 021- 659.60.51

       Bucharest Stock Exchange

       Fax: 021-256.92.76

CURRENT REPORT

In compliance with the provisions of Law no. 297/2004 on capital market and Regulation no. 1/2006 regarding the issuers and the operations with securities

 

Date of report: 3 March 2017

Name of issuer: Bursa de Valori Bucuresti S.A.

Registered office: 34-36 Carol I Blvd, 13-14 floors, district 2, Bucharest, postal code 020922

Telephone/fax number: + 40 21 3079500; + 40 21 3079519

Sole registration number with the Trade Register Office: 17777754

Trade Register number: J40/12328/2005

Share capital: RON 76,741,980

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Tier

 

Significant event to be reported: The decision of the Board of Governors to convene the Ordinary and the Extraordinary General Meetings of Shareholders of Bursa de Valori Bucuresti S.A. for April 12/13, 2017 (Convening notice attached)

 

The Board of Governors of Bursa de Valori Bucuresti S.A. (hereinafter referred to as “the Company”), in the meeting held on March 3, 2017, adopted the decision to convene the Ordinary General Meeting of Shareholders, in Bucharest, 2nd District, 34-36 Carol I Bd., 2nd floor, Millenium Hall, on April 12, 2017, starting at 10:00 a.m. (first convening), respectively, April 13, 2017 (the second convening) starting at 10:00 a.m. for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A., Bucharest, at the end of March 31, 2017, considered as Reference Date for this meeting, having on the agenda the following topics:

 

1.       Presentation, discussion and approval of the annual separated and consolidated financial statements of the Company for the financial year of 2016 and drafted according to the International Financial Reporting Standards, based on the Report of administrators and the Report of financial auditor of the Company.

2.       Approval of the distribution of Company statutory net profit achieved in 2016, amounting RON 7,500,525 as follows: the disbursement of RON 438,102 for legal reserve and distribution of  RON 7,062,423 as dividends. Approval of a gross dividend per share of RON 0.92028.

3.       Approval of the discharge of liability of the Company administrators for their activity carried out during the financial year 2016, based on the presented reports.

4.       Approval of the remunerations of the Company administrators for 2017 amounting RON 3,700/ month/member and the general limits of the additional remunerations for Company administrators.

5.       Designation of the financial auditor of the Company and establishing of the term of the financial audit contract.  

6.       Presentation, discussion and approval of the Company Budget and business plan for 2017.

7.       Approval of the Procedure for election of a member in the Board of Governors.

8.       Completion of the Board of Governors by electing a new member of the Board of Governors for a term covering the period remaining from Mr. Radu Toia’s mandate, following his resignation from the position of member of the Board of Governors.

9.       Approval of the maximum level of the fees and commisions charged by the Company for the specific operations on the regulated market and to empower the Board of Governors to establish the actual amount of fees and tariffs charged by the Company for specific operations on the regulated market and the date of application.

10.    Approval to continue the supply of services related to the space dedicated to the BVB headquarter by International Business Center Modern S.R.L. starting with the 29th month of the agreement, period after which the contracted value overpass the threshold of EUR 500,000. 

11.    Approval of: (i) 16.05.20147 as Registration Date, according to art. 238 (1) of the Law no. 297/2004 regarding the capital market, as amended and supplemented ; (ii) 15.05.2017 as the “ex-date”, according to art. 2, letter f) from the Regulation no. 6/2009; (iii) 06.06.2017 as the Payment Date, according to art. 2, letter g) from the Regulation no. 6/2009 and art. 1293 para. 2 of the Regulation 1/2006.

12.    Empowering the Chief Executive Officer of the Company, Mr. Ludwik Leszek Sobolewski, 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.

 

In the same meeting held on March 3rd, 2017, the Board of Governors adopted the decision to convene also the Extraordinary General Meeting of Shareholders, in Bucharest, 2nd District, 34-36 Carol I Bd., 2nd floor, Millenium Hall, on April 12, 2017, starting at 13:00, respectively, April 13, 2017 (second convening) starting at 13:00 for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A., Bucharest, at the end of March 31, 2017, considered as Reference Date for this meeting, having on the agenda the following topics:

 

1.       Approval of the merger by absorption of the Bucharest Stock Exchange SA, as absorbing company and Sibex - Sibiu Stock Exchange SA, J32 / 28/1994, CUI 6584502, with registered office in Sibiu, Piata Aurel Vlaicu 9-10 3rd floor, county Sibiu, Romania ( "SIBEX") as the absorbed company ( "Merger"), pursuant to the terms and conditions set forth in the merger plan dated 24.02.2017 ( "Merger plan") and therefore the approval of the Merger plan and documents which have been prepared in connection therewith, and all effects of the merger, inclusive, but not limited to (i) the dissolution without liquidation of SIBEX and the universal transfer of SIBEX assets to BVB in exchange for the award of the SIBEX shareholders of newly issued shares of the Company, according to the conditions set forth in the merger plan; (ii) increase the share capital of Bucharest Stock Exchange SA, according to the conditions in the Merger plan, by issuing a maximum of 401,401 new, nominative, ordinary, dematerialized shares, each share having a nominal value of LEI 10, following the increase of the share capital of BVB from the amount of LEI 76,741,980 to the maximum of LEI 80,755,990; SIBEX shareholders will receive a whole number of shares in the Company at the rate indicated in the Merger plan, applied to the number of shares they hold in SIBEX on the registration date of the decision approving the merger, and after rounding down, and Board of Governors will determine the final amount of the capital increase, as indicated in the Merger Plan, including the cancellation of those shares of BVB which have been allocated to the SIBEX shares that exercised the right of withdrawal in accordance with art. 134 of Law no. 31/1990 and the cancellation of those shares issued by BVB and which, because of rounding operations are not allocated to SIBEX shareholders. SIBEX shareholders will be compensated for fractions of shares resulting from rounding down the proper fraction relative to the market value of a BVB share established by the evaluation report, namely LEI 35.872416.

2.       Empowerment of the Board of Governors and the CEO with the right of sub-delegation to take all measures and perform all administrative, economic, financial or legal operations deemed necessary or appropriate by them to implement the decision approving the Merger and the Merger itself, such as, but not limited to: (i) the formalities required for obtaining any approvals of ASF (ii) any other formalities and procedures required in relation to ASF and any other entity to ensure the withdrawal of authorizations of SIBEX for the operation of regulated markets, the alternative trading system and the certificate for the quality of professional training body starting with the implementation date of the merger, and regulation of financial instruments situation traded on markets operated by SIBEX (iii) to establish and accomplish, as the case, of the procedures to ensure the exercise of the shareholders rights in the context of the Merger (iv) signature and transmission of any documents, notifications, requests necessary or useful to complete and finalize the take over of the entire assets of SIBEX starting with implementation of the merger, (v) termination of any contracts concluded by SIBEX that are not needed or useful to carry out the activity of the Company after implementation of the merger, (vi ) representation before competent Trade Registry Office, competent Court, ASF, Central Depository and any other authorities, legal or natural persons, as necessary.

3.       Approval of the amendments to the Articles of Incorporation of the Company to reflect the value and the final structure of capital, due to changes arising from implementation of the merger based on the decision of the Board of Governors of finding the final value, taking into account the Company's shareholders, including possible withdrawal, using the structure below:

"Art. 14 (1) The share capital is Lei [to be completed on the basis of capital increase], fully subscribed and paid.

(2) The share capital is divided into [to be completed on the basis of capital increase] shares, nominative, ordinary, dematerialized shares, each share having a nominal value of Lei 10.”

The alin. (3) of the art. 14 is repealed.

4.       Approval of the amendments to the Articles of Incorporation of the Company, as follows:

Repeal the dispositions of letter b) of art. 29.

5.       Approval of the the buy-back of its own shares by the Company from the market where the shares are listed or by running public offers in accordance with the legal provisions applicable, in the following conditions: a number of maximum 114,285 shares (representing up to 1.49% of the Company’s share capital), at a minimum price of RON 18 per share and a maximum price which will be the lesser of (i) RON 35 per share and (ii) the higher of the price of the last independent trade and the highest current purchase bid, in accordance with the provisions of article 3, para. (2) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programmes and stabilisation measures. The aggregate value of the buyback programme will be up to RON 4 million. The programme will have a maximum duration of 18 months, calculated from the date when the incident shareholders’ resolution is published in the Official Gazette of Romania, Part IV and will have as purpose allocation of own shares to the Company’s employees and managers, as well as members of the Board of Governors; granting a mandate for the fulfillment of this resolution to the Board of Governors. The buyback transactions will have as object only fully paid shares and will be purchased only out of distributable profits or of the available reserves of the Company, as registered in the last approved annual financial statement, except for the legal reserves.

6.       Approval of the implementation 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 (as this program is described in the presented material, having included information regarding the eligible persons, allocation criteria, way of allocation etc.).

7.       Approval of: (i) 23.05.2017 as Registration Date, according to art. 238 (1) of the Law no. 297/2004 regarding the capital market, as amended and supplemented; (ii) 22.05.2017 as the “ex-date”, according to art. 2, letter f) from the Regulation no. 6/2009; (iii) 24.05.2017 as the Payment Date, according to art. 2, letter g) from the Regulation no. 6/2009 and art. 1293 para. 2 of the Regulation no. 1/2006.

8.       Empowering the Chief Executive Officer of the Company, Mr. Ludwik Leszek Sobolewski, 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, the updated Company's Articles of Incorporation, 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 and of the updated Company's Articles of Incorporation.

 

The convening notice of the Ordinary and the Extraordinary General Meetings of Shareholders as of April 12/13, 2017 and the documents related to the meeting agenda will be available to the shareholders according to the applicable legal and statutory provisions.

 

Ludwik Sobolewski

CEO

 

 

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved