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BURSA DE VALORI BUCURESTI SA - BVB

OGSM & EGSM resolutions of April 19,2021

Release Date: 4/19/2021 2:59:53 PM

IRIS Code: 843CD

                                                                                                                                       No. 1430 /19.04.2021

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: 19.04.2021

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

 

Important events to be reported: Current report regarding the Resolutions adopted by the Ordinary and Extraordinary General Meetings of Shareholders held on April 19, 2021 (first convening)

 

On April 19, 2021, 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 10:10 a.m. (OGMS), respectively starting with 1:05 p.m. (EGMS), 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 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. 1055 of March 15, 2021 and in the newspaper Romania Libera, edition of March 15, 2021, 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 unanimity of the expressed votes, 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.

 

RESOLUTION NO. 2  

Article. 1 Approves with the unanimity of the expressed votes, 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.

 

RESOLUTION NO. 3  

Article 1. Approves with the unanimity of the secretly expressed votes, to discharge of liability of the Company administrators for their activity carried out during the financial year 2020, based on the presented reports.

 

RESOLUTION NO. 4

Article 1. Approves with the majority of the expressed votes, 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 provided in Annex no. 1.

 

RESOLUTION NO. 5

Article 1. Approves with the unanimity of the expressed votes, 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.

 

RESOLUTION NO. 6

Article 1. Approves with the unanimity of the expressed votes, the Company Budget and business plan for 2021.

 

RESOLUTION NO. 7

Article 1. Approves with the unanimity of the expressed votes, the Company’s Business strategy for 2021-2024.

 

RESOLUTION NO. 8

Article 1. Approves with the majority of the expressed votes, 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. 

 

RESOLUTION NO. 9

Article 1. Approves with the unanimity of the expressed votes, the date of: (i) 09.06.2021 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 10.06.2021 as the “ex-date”, according to art. 2, letter l) from the Regulation no. 5/2018; (iii) 22.06.2021 as the Payment Date, according to art. 86 (2) of the Law no. 24/2017, art. 2, para. 2 letter h) and art. 178  of the Regulation no. 5/2018.

 

RESOLUTION NO. 10

Article 1. Approves with the unanimity 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.

 

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 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.

 

RESOLUTION NO. 2

Article 1. With the unanimity of votes held by the present or represented shareholders, approves the date of: (i) 10.06.2021 as Registration Date, according to art. 86 (1) of the Law no. 24/2017; (ii) 09.06.2021 as the “ex-date”, according to art. 2 para. 2, letter l) from the Regulation no. 5/2018.

 

RESOLUTION NO. 3

Article 1. With the unanimity of votes held by the present or represented shareholders, approves 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 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.

 

Adrian Tanase

CEO

 

 

 

 

 

 


 

Annex no. 1 to OGMS Resolution 4/April 19, 2021

 

·         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. 4/29.04.2020, as follows:

u  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%;

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

 

• For the results of the financial year of 2020, rewarding the BVB administrators with a valid mandate at year end 2020, taking into account the following aspects:

-          the fulfillment of the Performance Condition as provided in Clause i) of the Allocation Plan updated shares, respectively "The company obtained good financial results, registering profits";

-          the fact that the members of The Board of Governors were granted options on shares in April 2020;

-          the fact that the option can be exercised only after one year has elapsed from the date of granting and only if the established Performance condition is met;

 

by granting them shares issued by the Company. The maximum number of Shares to be transferred to Member of the Board with valid mandate at year end 2020, following the exercise of an Option will be calculated, in line with the Share Allocation Plan, as follows: 4 x Gross Monthly Remunerations / Share Price (the closing price of a Share on the Business Day immediately before the Exercise Date).

 

 

 

 

 

 

 

 



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