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BURSA DE VALORI BUCURESTI SA - BVB

OGSM resolutions of April 28, 2022

Release Date: 4/28/2022 3:29:41 PM

IRIS Code: 7FB45

                                                                                            No. 1901/ 28.04.2022

 

 

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: 28.04.2022

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 General Meeting of Shareholders held on April 28, 2022 (first convening)

 

On April 28, 2022, the Ordinary General Meeting of Shareholders (“OGMS”) of the Company Bucharest Stock Exchange (hereinafter referred to as “The Company”), was 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), for all the shareholders registered in the Company Shareholders’ Registry held by Depozitarul Central S.A., Bucharest, at the end of April 12, 2022, considered Reference Date for the meeting.

 

According to the provisions of The Bucharest Stock Exchange Articles of Incorporation, the convening notice of the Ordinary General Meeting of Shareholders was published in the Official Gazette - Part IV no. 1163 of March 21, 2022 and in the newspaper Adevarul, edition of March 21, 2022, 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 individual and consolidated financial statements of the Company for the financial year 2021 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 2021, amounting RON 8,206,560 as follows: the disbursement of RON 485,158 for legal reserve and distribution of RON 7,721,402 as dividends. Approval of a gross dividend per share of RON 0.9592.

 

RESOLUTION NO. 3

Article 1. Approves with the unanimity of the secretly expressed votes, to discharge of liability the Company administrators for their activity carried out during the financial year 2021, based on the presented reports.

RESOLUTION NO. 4

Article 1. Approves with the unanimity of the expressed votes, the remunerations of the Company administrators for 2022 amounting RON 5,000 net/month/member and the general limits of the additional remunerations for Company administrators according to the Annex.

 

RESOLUTION NO. 5

Article 1. Approves with the majority of the expressed votes, the Remuneration report of the management structure related to the financial year 2021, submitted to the consultative vote of the shareholders, according to the provisions of art. 107 of Law no. 24/2017.

RESOLUTION NO. 6

Article 1. Approves with the unanimity of the expressed votes, the Company Budget and business plan for 2022.

 

RESOLUTION NO. 7

Article 1. Approves with the unanimity of the expressed votes, the date of : (i) 03.06.2022 as Registration Date, according to art. 87 (1) of the Law no. 24/2017; (ii) 02.06.2022 as the “ex-date”, according to art. 2, letter l) from the Regulation no. 5/2018; (iii) 22.06.2022 as the Payment Date, according to art. 87 (2) of the Law no. 24/2017, art. 2, para. 2 letter h) and art. 178  of the Regulation no. 5/2018.

 

RESOLUTION NO. 8

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.

 

Adrian Tanase

CEO

 

 

  

Annex to the OGMS Resolution 4/April 28, 2022

 

 

·         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:

 

o    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%;

 

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

 



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