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BURSA DE VALORI BUCURESTI SA - BVB

Notice of O&EGSM April 19/20, 2021

Release Date: 3/12/2021 6:04:20 PM

IRIS Code: BF936

No. 884/12.03.2021

To:         Financial Supervisory Authority                                                         

Fax: 021- 659.60.51

Bucharest Stock Exchange

Fax: 021-256.92.76

 

CURRENT REPORT

according to Law no. 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations

 

Date of report: 12 March 2021

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 80,492,460

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 Extraordinary General Meetings of Shareholders of Bursa de Valori Bucuresti S.A. for April 19/20, 2021 (Convening notice attached)

 

The Board of Governors of Bursa de Valori Bucuresti S.A. (hereinafter referred to as “the Company” or “BVB”), in the meeting held on March 12, 2021, 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 19, 2021, starting at 10:00 a.m. (first convening), respectively, April 20, 2021 (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 April 8, 2021, 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 2020 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 2020, amounting RON 9,118,697 as follows: the disbursement of RON 528,313 for legal reserve and distribution of  RON 8,590,384 as dividends. Approval of a gross dividend per share of RON 1.0672.

3.      Approval of the discharge of liability of the Company administrators for their activity carried out during the financial year 2020, based on the presented reports.

4.      Approval of the remunerations of the Company administrators for 2021 amounting RON 3,700 net/ month/member, the general limits of the additional remunerations for Company administrators and the recompensation for 2020 of the Company administrators having valid mandate at the end of 2020, as presented in the Note to shareholders.

5.      Approval of the Remuneration policy of the management structure of the Company drafted in accordance with the provisions of art. 921 of Law no. 24/2017 on issuers of financial instruments and market operations

6.      Presentation, discussion and approval of the Company Budget and business plan for 2021.

7.       Approval of the Company’s Business strategy for 2021-2024.

8.      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 26th month of the agreement, period after which the contracted value overpass the threshold of EUR 500,000. 

9.      Approval of: (i) 10.06.2021 as Registration Date, according to art. 86 (1) of the Law 24/2017; (ii) 09.06.2021 as the “ex-date”, according to art. 2, para. 2, letter l) of Regulation 5/2018; (iii) 22.06.2021 as the Payment Date, according to art. 86 (2) of the Law 24/2017, art. 2 para. 2 letter h) and art. 178 of Regulation 5/2018.

10.   Empowering 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.

 

 In the same meeting held on March 12, 2021, 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 19, 2021, starting at 13:00, respectively, April 20, 2021 (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 April 8, 2021, considered as Reference Date for this meeting, having on the agenda the following topics:

 1.       Approval of 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 60,369 shares (representing up to 0.75% of the Company’s share capital), at a minimum price equal to the market price from the BVB at the acquisition moment 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 buy-back programme will be up to RON 2,112,915. 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 fulfilment 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.

2.      Approval of: (i) 10.06.2021 as Registration Date, according to art. 86 (1) of the Law 24/2017; (ii) 09.06.2021 as the “ex-date”, according to art. 2, para. 2, letter l) of Regulation 5/2018.

3.      Empowering 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.

 

The convening notice of the Ordinary and Extraordinary General Meetings of Shareholders as of April 19/20, 2021 and the documents related to the meeting agenda will be available to the shareholders according to the applicable legal and statutory provisions, starting with March 15, 2021, in electronic format on the Company's website www.bvb.ro, Investor Relations / General Meeting of Shareholders, as well as at the Company's registered office.

The convening notice of the Ordinary and Extraordinary General Meeting of Shareholders as of April 19/20, 2021 shall be published in the Official Gazette of Romania, Part IV and in a wide-spread newspaper.

 

Adrian Tanase

CEO

 



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