Report according to: The provisions of NSC/FSA Regulation no. 1/2006
Date of the report: 17 March 2017
Name of the issuer: CASA DE BUCOVINA – CLUB DE MUNTE S.A.
Headquarters: Gura Humorului, 18, Republicii Square, Suceava County
Phone/fax no.: +40 230 207 000/ +40 230 207 001
Sole Registration Code: 10376500
Registration Number with the Trade Register: J33/718/1998
Subscribed and paid-in share capital: 16,733,960 lei
Main features of the issued securities: 167,339,600 shares, with a face value of RON 0.1/share
Regulated market on which the securities are traded Bucharest Stock Exchange
Significant event to report:
The Board of Administrators of Casa de Bucovina – Club de Munte SA, has decided in its meeting held on 16.03.2017 to convene the Ordinary General Shareholders Meeting, according to the following
for the Ordinary General Shareholders Meeting of
CASA DE BUCOVINA- CLUB DE MUNTE SA
In accordance with the provisions of Law no 297/2004, Law no 31/1990 and the company’s Articles of Incorporation, the Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE SA, a joint stock company registered with the Trade Register under no J33/718/1998, Sole Registration Code 10376500, with a subscribed and paid-up share capital of RON 16.733.960, headquartered in Gura Humorului, 18, Republicii Square Republicii, Suceava county, zip code 725300 (“headquarters”), convene the Ordinary General Shareholders Meeting of CASA DE BUCOVINA-CLUB DE MUNTE SA for the date of 24.04.2017, 10:00, at the company headquarters.
1. Presentation and approval of the annual financial statements of the company for the year 2016 based on the Report of Board of Administrators of CASA DE BUCOVINA - CLUB DE MUNTE SA and the report of the financial auditor 3B Expert Audit SRL.
2. Approval of the 2016 net profit allocation and setting the gross dividend at RON 0,0034/share, according to the proposal of the Board of Administrators.
3. Approval of the dividends distribution starting with 21.07.2017 (the payment date), with the distribution costs being borne by the company.
4. Approval of the discharge of the Board of Administrators of Casa de Bucovina Club de Munte SA for the financial year 2016.
5. Appointment of Mrs. Daniela Elena Topor, CASS Director within SAI Muntenia Invest SA, to negotiate the objectives and performance criteria for 2017 and to sign on behalf of the company the addendum to the management contract.
6. Presentation and approval of the revenue and expenditure budget for the financial year 2017.
7. Approval of the remuneration for the members of the Board of Administrators for the financial year 2017.
8. Approval of 03.07.2017 as the registration date, according to the provisions of art. 238 para. 1 of Law no 297/2004, respectively 30.06.2017 as the ex-date, as defined by the NSC Regulation no. 6/2009.
9. Empowering Mr. Ion Romica Tamas, NPC 1781210030016, who in turn can empower others to sign all documents and take all necessary steps to register the resolutions taken in the OGSM meeting convened by this convening notice.
In case the legal and statutory quorum conditions are not met at the date of the first convening, a new meeting shall be convened for 25.04.2017, at the same time, place and with the same agenda.
The shareholders entitled to participate and to vote in the Ordinary General Shareholders Meeting are those registered in the Shareholders’ Register at the end of 13.04.2017 (“reference date”).
Shareholders can exercise the rights under art. 7 of the NSC Regulation no 6/2009 at the latest on 05.04.2017.
Shareholders can exercise the rights under art. 13 of the NSC Regulation no 6/2009 at the latest on day of the meeting.
More detailed information regarding the above-mentioned shareholders rights are available on the company website www.bestwesternbucovina.ro.
The materials to be submitted to the shareholders’ approval on the OGSM and the draft resolutions of the OGSM shall be made available to shareholders starting with 24.03.2017 at the headquarters of the company and on the company’s website www.bestwesternbucovina.ro.
The draft resolutions for each point on the agenda that requires OGSM approval shall be made available to shareholders starting with 24.03.2017 at the headquarters of the company and on the company’s website www.bestwesternbucovina.ro.
Shareholders may request written copies of such documents against an amount of RON/page.
The right to vote may be exercised through direct participation, by representative or by correspondence.
Individual shareholders can exercise their vote directly by attending the meeting, by simply proving their identity with the identity card, or they can be represented by others, based on a special or general power of attorney, in compliance with the provisions of NSC Regulation no 6/2009.
Individual shareholders without the legal capacity to exercise and the shareholders legal persons participate at the meeting by their legal representatives who can designate other representatives, according to thin accordance with NSC Regulation no 6/2009.
Representing shareholders can be made by using a special power of attorney in pdf format which has incorporated, attached or logically associated an electronic signature in compliance with the conditions stipulated by Law no. 455/2001, sent by e-mail at firstname.lastname@example.org.
Special power of attorney forms in Romanian as well as in English can be downloaded from the company’s website www.bestwesternbucovina.ro starting with 24.03.2017.
Shareholders may also vote by correspondence. The ballots drafted both in Romanian and in English, can be downloaded starting with 24.03.2017 from the company's website www.bestwesternbucovina.ro. Filled-in ballots shall be sent to the company's headquarters or may be sent by e-mail at email@example.com in pdf format having included, attached to or logically associated an electronic signature in compliance with conditions stipulated by Law no 455/2001.
Only special/general power of attorney and correspondence forms received, sent by mail, courier or e-mail at the latest on 22.04.2017, 10:00 will be taken into consideration.
Ion Romica Tamas
Vice-President of the Board of Administrators