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PREFAB SA - PREH

OGSM & EGSM resolutions April-19-2017

Release Date: 4/19/2017 3:32:24 PM

IRIS Code: C5D13

CURRENT REPORT

according to regulation C.N.V.M. no. 1 / 2006

Date of report: 19.04.2017

 

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 Ordinary and Extraordinary General Meeting of Shareholders of 19.04.2017

 

 

PREFAB S.A. informs that on 19.04.2017 time 1200, took place the Ordinary General Meeting of Shareholders, and at 1400 took place the Extraordinary General Meeting of Shareholders, convened in accordance with 31/1990 Act, 297/2004 Act and Regulation no. 6/2009 of C.N.V.M., at the premises of Calarasi, jud Calarasi, strada Bucuresti, nr. 396.

Both the Ordinary General Meeting of Shareholders and 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. 880/16.03.2017, in the newspaper „Bursa” no. 50/16.03.2017, in the newspaper „Observator de Calarasi” no. 3517/16.03.2017 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 06.04.2017.

Of the total of 48.533.419 shares issued, were present, represented or expressing their votes by correspondence at the Ordinary General Meeting, shareholders holding 46.702.305 shares, representing 96,2271 % of the share capital, and at the Extraordinary General Meeting, shareholders holding 46.702.305 shares, representing 96,2271 % 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 Ordinary and Extraordinary General Meetings of Shareholders, the shareholders approved the following:

 

  

DECISION No. 1

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

Art. 1. Approval of the individual financial statements of PREFAB S.A. Bucharest for the year 2016, prepared in accordance with International Financial Reporting Standards (IFRS), based on reports of Board of Directors and financial auditor.

Art. 2. Approval of the consolidated financial statements of PREFAB S.A. Bucharest for the year 2016, prepared in accordance with International Financial Reporting Standards (IFRS), based on reports of Board of Directors and financial auditor.

Art. 3. To approve the Board of Directors proposal on the distribution of net profit recorded in the financial year 2016, amounted to 1.174.965 lei, as follows:

-      70.822 lei             - legal reserve;

             -     539.728,67 lei      - other reserves;

             -     564.414,33 lei      - dividends.

a)                   To approve the value of gross dividend/share worth 0,011629 lei/share for the financial year 2016. Shareholders entitled to receive dividends for the financial year 2016 are those registered in the Central Depository records by the registration date 15.06.2017.

b)                  To approve the date of 06.07.2017 as the date of commencement of dividend payment in accordance with art. 1293 of A.S.F./C.N.V.M. Regulation no. 1/2006 and art. 2, letter g) of the A.S.F./C.N.V.M. Regulation no. 6/2009, as amended and supplemented.

c)                   To approve the term for keeping the shareholder’s dividend: 3 years after the Ordinary General Assembly of Shareholder.

d)                 To authorize the Board of Directors of PREFAB S.A., to designate the payment agent under the legal regulatory framework applicable for paying dividends.

           Shareholders shall be informed before the Payment Date on the means of dividends distribution through a timely statement sent B.V.B., A.S.F. which shall be published on the official website of Prefab S.A., www.prefab.ro.

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. 2

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES:

 

Art.1. Approval of Board of Directors, in accordance with the provisions of art.130, para. (2) of Law no. 31/1990, with subsequent amendments and of changes in the Articles of Association, elected by secret vote, composed by 3 members, for a term of 4 years, with the following members:

 

            1. Milut Petre Marian

                        2. Ionescu Marian Valentin

                        3. Milut Anca Teodora

 

The Directors elected shall perform their duties related to their jobs starting with 23.06.2017 and shall conclude a professional liability insurance, according to art. 20 of Article of Incorporation.

 Art.2. The appointment of Mr. Milut Petre Marian as Chairman of the Board of Directors of PREFAB S.A., in accordance with the dispositions of art. 1401, para. (1) of Law no. 31/1990, with subsequent amendments and of changes in the Articles of Incorporation.

 

              PREFAB S.A. Board of Directors will have the following composition:

 

                           1. Milut Petre Marian           - Chairman;

                           2. Ionescu Marian Valentin  - Member;

                           3. Milut Anca Teodora          - Member.

 

The appointment of Mr. Milut Petre Marian and Mrs. Boitan Daniela to negotiate and to sign the term contracts of administrators behalf and on behalf of the company.

 Art.3. AUDIT EXPERT S.R.L. Ploiesti is appointed as financial auditor of the company, in accordance with the dispositions of art. 130, para. (2) of Law no. 31/1990, with subsequent amendments, elected by secret vote, for a period of 4 years, starting with 23.06.2017.

It is empowered the Board of Directors to conclude the financial audit contract and to determine the conditions for exercising the activity of financial audit.

Art. 4. The Board of Directors and the Executive Management of PREFAB S.A. shall fulfil this decision, and the secretary shall deliver it to whom it may concern.

 

DECISION No. 3

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

Art.1. The Ordinary General Meeting of Shareholders approves the remuneration due to Board of Directors members for the fiscal year 2017, thus:

               1.1 Chairman of the Board of Directors will have a fixed net allowance of 15.000 Ron and is authorized to represent the company in dealings with third parties, natural or legal persons.

               1.2. The Board of Directors members will receive an allowance of session for 20% of Chairman of the Board of Directors salary.

               1.3. C.A. and A.G.A. Technical Registrar will receive an allowance of 1.500 Ron/session.

            Art.2. It is approved the Fund Protocol to the C.A. Chairman disposition in amount of 5.000 Ron/month.

            Art.3. 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. 4

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

Art.1. It is approved the discharge of Board members of PREFAB S.A. Bucuresti for the activity held in the fiscal year 2016.

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. 5

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

Art.1. It is approved the:

-           Production Program for the year 2017 worth 83.435.762,08 Ron;

-           Budget for Revenues and Expenses for the year 2017:

·         Total revenues -  83.655.762  Ron

·         Gross profit     -    2.100.779  Ron

Art.2. It is approved the Investment Program for the year 2017 worth 3.010.649 Ron.

Art.3. Mandates the Board of Directors to take any action it deems necessary to achieve the objectives of  art.1 and art.2.

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. 6

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

Art.1 It is approved the Annual Report prepared according to the Annex 32 of Regulation A.S.F./C.N.V.M. no.1/2006 for the financial year 2016.

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. 7

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

            Art.1. The Ordinary General Meeting of Shareholders confirms the PREFAB S.A. Executive Leadership composed of:

1. Milut Petre Marian          - General Director                         

            2. Boitan Daniela                - Economic Director, Deputy General Director responsible

            3. Macovei Olimpian          - Commercial Director

            4. Cocoranu Tudor              - Director of Energy

            The General Director is empowered with full powers to represent the PREFAB S.A. interests in relations with third natural or legal persons, for any problem that is part of the company's activity.

            The Economic Director - Deputy General Director responsible and the Production Director - Deputy General Director responsible are empowered to represent the PREFAB S.A. interests in relations with third natural or legal persons, for the issues that are part of the job description.

            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. 8

of the

Ordinary General Meeting of Shareholders of 19.04.2017

The Ordinary 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 19.04.2017, 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes „in favour” and 0 votes „against” and 0 „ abstentions”

 

DECIDES :

Art.1. The approval of date of 15.06.2017 as registration date, respectively of identification of shareholders who are affected by the decisions taken, in accordance with the provisions of Art.238, para. 1 of 297/ 2004 Act related at the Capital Market.

Art.2. The approval of date of 14.06.2017 as ex-date, in accordance with the provisions of 297/2004 Act, of Regulation no.1/2006 on issuers and securities operations and of Regulation no.6/2009 on the exercise of certain rights of shareholders in the general meetings of companies, as subsequently amended and supplemented.

Art.3. To empow and mandate Mrs. Nuta Domnica - legal adviser, to undertake the necessary and the legal operations for the decision of general meeting of shareholders record and for the execution of the formalities of advertising.

 

DECISION No. 1

of the

Extraordinary General Meeting of Shareholders of 19.04.2017

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 19.04.2017, time 1400 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes  „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

          Art. 1. Since on 23.06.2017, the entry into force of the new mandate given by A.G.O.A. to the Board of Directors members on 19.04.2017, is subject to approval the modification of art.17, para. 1 «Administration organization» of the Articles of Association of PREFAB S.A., which shall read as follows:

«The company «PREFAB» – S.A. is managed by a «Board of Directors» consisting of a number of 3 directors appointed by the Ordinary General Meeting of Shareholders.

The Board of Directors shall be composed:

           1.  Milut Petre Marian           - Chairman of the Board of Directors.

           2.  Ionescu Marian Valentin  - member                  

           3.  Milut Anca Teodora         - member»

          Art. 2. Approval to complete the secondary object of activity of PREFAB S.A. with the following activities:

            NACE code 8010 -  “ Activities of protection and guard ”

            NACE code 3312 - “ Machinery repairs”.

            The rest of the Articles of Association approved on 29.09.2016 remains unchanged.

          Art. 3. Approval of empowerment of Mr. Milut Petre Marian - Board of Directors Chairman for signing of the updated Articles of Association of PREFAB S.A.

          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. 2

of the

Extraordinary General Meeting of Shareholders of 19.04.2017

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 19.04.2017, time 1400 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes  „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

     Art. 1. Approval to supplement the credit line - Credit Contract no. RQ15126299791350 of 25.01.2016, with the amount of 3.000.000 Ron, namely from the value of 16.000.000 Ron to the value of 19.000.000 Ron, under the contract mentioned above, by ratifying Decision no.14/11.11.2016.

          Art. 2. It is approved the convention extension of loan line in the amount of 9.000.000 Ron, open to Veneto Banca for a period of 1 (one) year preserving the guarantees already constituted, for this loan.

         Art. 3. It is approved the convention extension of loan line in the amount of 4.500.000 Ron open to Veneto Banca for a period of 1 (one) year preserving the guarantees already constituted, for this loan.

        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. 3

of the

Extraordinary General Meeting of Shareholders of 19.04.2017

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 19.04.2017, time 1400 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes  „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

 

             Art. 1. Empowering the PREFAB SA. Bucharest Board of Directors in order to ensure efficiency in running the company for pledging/mortgaging one or more assets of the company and contracting of loans in the banking system to support the program production and investment program for 2017, with compliance of art. 241 from the Law no. 297/2004, up to 60% of the company's assets.

            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. 4

of the

Extraordinary General Meeting of Shareholders of 19.04.2017

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 19.04.2017, time 1400 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, with the unanimity of votes of the shareholders present and represented, with a representation of 96,2271 % of the share capital, with 46.702.305 votes  „in favour” and 0 votes „against” and 0 „ abstentions”

DECIDES :

 

Art. 1. Approval of date of 15.06.2017 as registration date, respectively of identification of shareholders who are affected by the decisions taken, in accordance with the provisions of Art.238, para. 1 of 297/ 2004 Act related at the Capital Market.         

            Art. 2. Approval of date of 14.06.2017 as ex-date, in accordance with the provisions of 297/2004 Act, of Regulation no.1/2006 on issuers and securities operations and of Regulation no.6/2009 on the exercise of certain rights of shareholders in the general meetings of companies, as subsequently amended and supplemented.

            Art. 3. Empowerment and mandating of Mrs. Nuta Domnica - legal adviser, to undertake the necessary and the legal operations for the decision of general meeting of shareholders record and for the execution of the formalities of advertising.

 

 

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

 

Eng. Marian Petre Milut                                                                                   Eng. Manoliu Nicoleta

 

 

 

 

 

 

 



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