Market News


PREFAB SA - PREH

EGSM resolutions 15.07.2021

Release Date: 7/15/2021 2:50:52 PM

IRIS Code: 5602A

 

CURRENT REPORT

according to regulation A.S.F. no. 5 / 2018

Date of report: 15.07.2021

 

Name of the company - PREFAB  S.A.

Registered Office - Bucuresti, str. Dr. Iacob Felix, nr. 17-19, et.2, sector 1

Phone no./fax - 021-3315116/021-3305980 - 0242-311715/0242-318975

Unique registration code with the Trade Register - R 1916198

Trade Register Registration Number - J40/9212/2003

Subscribed and paid in share capital - 24.266.709,5 lei RON

Regulated market where the issued securities are traded - Stock Exchange of Bucharest

 

 IMPORTANT EVENT TO REPORT :

 

Decisions of Extraordinary General Meeting of Shareholders of 15.07.2021

 

PREFAB S.A. informs that on 15.07.2021 time 1200, took place the Extraordinary General Meeting of Shareholders, convened in accordance with 31/1990 Act and 24/2017 Act at the premises of Calarasi, jud Calarasi, strada Bucuresti, nr. 396 of video-call.

The Extraordinary General Meeting of Shareholders conducted their works on the first summons. The summons was published in the Official Gazette of Romania Part IV no. 2678/01.07.2021, in the newspaper „National” no. 6872/30.06.2021, in the newspaper „Observator de Calarasi” no. 4509/30.06.2021 and posted on the company website (www.prefab.ro - Section Shareholders - A.G.A.). The meeting was attended by the shareholders registered in the Shareholders' Register on the reference date 01.07.2021.

Of the total of 48.533.419 shares issued, were present and represented at the Extraordinary General Meeting, shareholders holding 46.596.880  shares, representing 96,0098 % of the share capital.

Having the quorum and the majority required, provided for by law and by the own statute, recorded in the minutes signed on the works of the Extraordinary General Meetings of Shareholders, the shareholders approved the following:

 

  DECISION No. 4

of the

Extraordinary General Meeting of Shareholders of 15.07.2021

The Extraordinary General Meeting of Shareholders of PREFAB S.A., with registered office in Bucuresti, strada Dr. Iacob Felix, nr. 17-19, et.2, sector 1, registered with the Trade Register under no. J 40 / 9212 / 04.07.2003, Unique Registration Code 1916198, met in compliance with the legal provisions on 15.07.2021, time 1200 at the premises of  Calarasi, strada Bucuresti, nr. 396, under the provisions of 31/1990 Act as subsequently amended and supplemented and the articles of association of the company, the quorum conditions were fulfilled, stakeholders representing 96,0098% of the social capital being present and represented, with a total number of 46.596.880 votes, valid for a 46.596.880 number of shares, representing 96,0098% of the social capital, with the unanimity of valid votes expressed, meaning 46.596.880 votes “for” (representing 100% of the valid expressed votes), 0 votes “against” ( representing  0% of the valid expressed votes) and 0 votes “abstained”

DECIDES :

             Art. 1. Approval of the sale of the following assets, respectively the following immovable properties:

a) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 2.500 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, UAT Modelu, under the no. 20193 and having the cadastral no./ topographic no. 20193, located in Modelu Village, Calarasi County.

b) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no. 20141 and having the cadastral no./ topographic no. 20141, located in Modelu Village, Calarasi County.

c) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.750 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.  21757 and having the cadastral no./ topographic no. 522, located in Modelu Village, Calarasi County.

 d) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 4.427 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.   21760 and having the cadastral no./ topographic no. 21760, located in Modelu Village, Calarasi County.

e) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 2.500 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.   20194 and having the cadastral no./ topographic no. 20194, located in Modelu Village, Calarasi County.

f) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.  20112 and having the cadastral no./ topographic no. 20112, located in Modelu Village, Calarasi County.

g) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, UAT Modelu, under the no.  20115 and having the cadastral no./ topographic no. 20115, located in Modelu Village, Calarasi County.

h) Immovable property composed of a land in the area of 298 m2 and construction: housing block P+4E , containing 20 apartments built-up area 222 m2, located in Calarasi, Calarasi County, strada Victor Orlovschi nr. 2, the former street Prelungirea Bucuresti, nr.2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, under the no.  24511/ topographic no. 24511, category: use construction yards.

i) Immovable property located in Calarasi, Calarasi County, str. Bucuresti, nr.396, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, under the no. 25288/ topographic no. 25288, composed of a land in the area of 7.820 m2, constructions in total area of 1.921 m2 (25288-C1,C2,C3,C4,C5,C6,C7,C8) and equipment. Category: construction yard use, destination: industrial construction, urban, annex - chicken and pig farms.

j) Immovable property located in Jupiter resort, Constanta County, composed of a land with a total area of 6.500 m2 and constructions in the area of 751 m2. Immovable properties are registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Mangalia, under the no. 107450/ topographic no. 107450 and in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Mangalia, under the no. 100899/ topographic no.  100899. Category: construction yard use.

            Art.2. Approval that in order to be sold, the assets will be revalued according to the legal provisions in force by an authorized natural or legal person.

The final price will be approved for each building by the Board of Directors by a decision taken by a majority of votes.

The minimum final price of each asset/real estate wil be the value established by the valuation report.

In the event that there are several offers for the same building, the sale price will be established by public auction with a call with a rising price of the 5% of the value of the asset or by direct negotiation at the highest price offered.

The sale will be concluding sales contracts, which will be signed in front a notary public. The transfer of ownership will be done together with the full payment of the price of each asset sold.

The price collected will be used to pay the existing bank loans, as well as to dividends to shareholders.

The assets referred to in point 1 do not contribute to the achievement of the company's main object of activity.

The total value of the assets referred to in point 1 is less than 20% of the value of net fixed assets less receivables during a financial year.

            Art.3. Authorization of the Board of Directors of PREFAB SA, to appoint the persons authorized to sign on behalf of the company, before the competent authorities of the contracts of sale in authentic form having as object the real estates mentioned in point 1 or any other document necessary for their completion, as well as to take all necessary steps for the conclusion and registration of these contracts.

            Art. 4. The Board of Directors and the Executive Management of PREFAB S.A. will execute this decision and the secretariat will serve it those interested.

 

DECISION No. 5

of the

Extraordinary General Meeting of Shareholders of 15.07.2021

The Extraordinary General Meeting of Shareholders of PREFAB S.A., with registered office in Bucuresti, strada Dr. Iacob Felix, nr. 17-19, et.2, sector 1, registered with the Trade Register under no. J 40 / 9212 / 04.07.2003, Unique Registration Code 1916198, met in compliance with the legal provisions on 15.07.2021, time 1200 at the premises of  Calarasi, strada Bucuresti, nr. 396, under the provisions of 31/1990 Act as subsequently amended and supplemented and the articles of association of the company, the quorum conditions were fulfilled, stakeholders representing 96,0098% of the social capital being present and represented, with a total number of 46.596.880 votes, valid for a 46.596.880 number of shares, representing 96,0098% of the social capital, with the unanimity of valid votes expressed, meaning 46.596.880 votes “for” (representing 100% of the valid expressed votes), 0 votes “against” ( representing  0% of the valid expressed votes) and 0 votes “abstained”

DECIDES :

          Art.1. Ratification of the Decision of the Board of Directors no.9/26.05.2021 and the confirmation regarding the appointment in the Audit Committee of PREFAB SA, of Mrs. NAICU CORNELIA, financial auditor registered at the Romanian Chamber of Financial Auditors, book no. 992.

            Art. 2. The Board of Directors and the Executive Management of PREFAB S.A. will execute this decision and the secretariat will serve it those interested.

 

DECISION No. 6

of the

Extraordinary General Meeting of Shareholders of 15.07.2021

The Extraordinary General Meeting of Shareholders of PREFAB S.A., with registered office in Bucuresti, strada Dr. Iacob Felix, nr. 17-19, et.2, sector 1, registered with the Trade Register under no. J 40 / 9212 / 04.07.2003, Unique Registration Code 1916198, met in compliance with the legal provisions on 15.07.2021, time 1200 at the premises of  Calarasi, strada Bucuresti, nr. 396, under the provisions of 31/1990 Act as subsequently amended and supplemented and the articles of association of the company, the quorum conditions were fulfilled, stakeholders representing 96,0098% of the social capital being present and represented, with a total number of 46.596.880 votes, valid for a 46.596.880 number of shares, representing 96,0098% of the social capital, with the unanimity of valid votes expressed, meaning 46.596.880 votes “for” (representing 100% of the valid expressed votes), 0 votes “against” ( representing  0% of the valid expressed votes) and 0 votes “abstained”

DECIDES :

            Art. 1. Approval of the date of 04.08.2021 as the date of registration, respectively for the identification of the shareholders affected by the effects of the decisions adopted, in accordance with the provisions of art. 86, para. 1 of Law no. 24/2017 on issuers of financial instruments and market operations.

            Art. 2. Approval of the date of 03.08.2021 as the ex-date, in accordance with the provisions of Law no. 24/2017 and of Regulation no. 5/2018 on issuers of financial instruments and market operations.

            Art. 3. Approval of the power of attorney and the appointment of the Law Firm of Voicu Irina, through collaborating lawyers, for carrying out the necessary and legal operations for registering the decisions of the extraordinary general meeting of shareholders as well as carrying out the publicity formalities.

 

   C.A. Chairman,                                                                                              A.G.A. Registrar,

 

 Marian Petre Milut                                                                                           Manoliu Nicoleta

 

 



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