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SANTIERUL NAVAL ORSOVA S.A. - SNO

OGSM resolutions 24.11.2022

Release Date: 11/24/2022 2:10:22 PM

IRIS Code: D91CF

SANTIERUL NAVAL ORSOVA S.A.

 

                To:

THE STOCK EXCHANGE – Department for Operations Issuers of Regulated Markets

FINANCIAL MONITORING AUTHORITY – Sector of Instruments and Financial Investment

 

 

CURRENT REPORT ACCORDING TO LAW NO. 24/2017 AND TO THE ASF REGULATION NO. 5/2018 CONCERNING THE ISSUERS OF FINANCIAL INSTRUMENTS AND MARKET OPERATIONS

 

Date of the Report: 24.11.2022

 

Name of the trading company: SANTIERUL NAVAL ORSOVA S.A.;

Registered office: 4, TUFARI Street, ORSOVA, MEHEDINTI County;

Telephone/fax:0252/362399 0252/360648;

Single registration code issued by the Trade Register: RO 1614734;

Registered number with the Trade Register’s Office: J25/150/03.04.1991;

Code Lei: 254900UXAJ8TPIKLXG79

Subscribed and paid in share capital: 28,557,297.5 Lei

Number of shares: 11.422.919 common shares, of 2,5 lei each;

Regulated market where the issued securities are traded: Bucharest Stock Exchange-category Standard (symbol: SNO)

 

IMPORTANT EVENT TO REPORT:

 

DECISION OF THE ORDINARY GENERAL MEETING

SHAREHOLDERS No. 55 from 24.11.2022

 

          The ordinary general meeting of shareholders of the company Santierul Naval Orsova-S.A., Convened for November 24/25, 2022, carried out its works at the first convocation, respectively November 24, 2022, at 1100, at the main headquarters of the company from Orsova, str .Tufari no.4, being fulfilled the conditions of publicity and quorum according to the legal provisions (Companies Law no.31 / 1990, republished, with subsequent amendments; Law no.24 / 2017 and ASF Regulation no.5 / 2018 on issuers of financial instruments and market operations), as it results from the minutes of the technical secretariat of the meeting, respectively:

 

• The announcement regarding the convening of the ordinary general meeting of shareholders was published at least 30 days before the meeting in:

- «Official Gazette» part IV, number 4454 of 24.10.2022;

 - The daily "Datina" no. 8199 from 22-23.10.2022;

 - The daily newspaper "BURSA" no. 202 from 24.10.2022;

 

• The materials subject to debate were published on the company's website www.snorsova.ro, at the deadline announced in the call, respectively 24.10.2022, with the right of access for all interested parties.

• From the total number of shareholders registered in the register of shareholders, provided by The Depositary of Central SA Bucharest, on the reference date 10.11.2022, expressed their votes - both directly and by correspondence, a number of 8 shareholders holding 91,2944% of the share capital, the quorum conditions being met, according to the provisions of art. 112 (1) of the Companies Law no. 31/1990, republished, with the subsequent amendments and completions and of art. 15 par. (3) of the Articles of Association of the company.                                                                           

 

After discussing all the materials presented in the agenda and taking into account the votes cast, directly and by correspondence, the Ordinary General Meeting of Shareholders

 

 

 

DECIDES:

 

Art.1. The election of the meeting secretariat consisting of three members, respectively Mrs. Maria Carstoiu, Mrs. Carmen Inca and Mr. Horia Ciorecan, shareholders with the identification data available at the company's headquarters, in charge of verifying the presence of shareholders, fulfilling the formalities required by law and the constitutive act for holding the general assembly, counting the votes expressed during the meeting of the general assembly and drawing up the minutes of the meeting is approved;

 

This point was adopted with 10,428,483 validly cast votes, representing 91.2944% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes cast were recorded as follows:

- 10,428,483 "for" votes;

 - 0 votes "against";

 - 0 abstentions;

 

Art.2. It is approved the distribution of the amount of 6,054,147.07 lei, respectively a gross dividend of 0.53 lei/share, from the profit reconstituted by transferring the amount from the balance on 31.12.2021 of the "Other reserves" account to the dividend account, as a result of the return on the distribution approved by AGOA in previous years of the net profit.

 

This point was adopted with 10,428,483 validly cast votes, representing 91.2944% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes cast were recorded as follows:

- 10,428,483 "for" votes;

 - 0 votes "against";

 - 0 abstentions;

 

Art.3. It is approved  the date of  December 13, 2022 as the registration date for identifying the shareholders affected by the decision of the ordinary general meeting of shareholders and the date of December 12, 2022 as ex date, according to art. 187 (point 11) of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations with subsequent amendments and completions.

 

This point was adopted with 10,428,483 validly cast votes, representing 91.2944% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes cast were recorded as follows:

- 10,428,483 "for" votes;

 - 0 votes "against";

 - 0 abstentions;

 

Art.4. It is approved the date of December 22, 2022 as the dividend payment date established in point 2 above, in accordance with the provisions of art. 187 ( point 11) of ASF Regulation no. 5/2018 regarding issuers of financial instruments and market operations, with subsequent amendments and additions. The costs related to the payment of dividends will be borne by the beneficiary shareholders, from the value of the net dividend.

 

This point was adopted with 10,428,483 validly cast votes, representing 91.2944% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes cast were recorded as follows:

- 10,428,483 "for" votes;

 - 0 votes "against";

 - 0 abstentions;

 

 Art.5. The power of attorney of Mr. Mircea Ion Sperdea, General Manager of the company, to approve the decision of the Ordinary General Meeting of Shareholders (OGMS) and any other acts necessary to implement the OGMS decision and to carry out its publicity and registration formalities is approved.

 

This point was adopted with 10,428,483 validly cast votes, representing 91.2944% of the share capital, respectively 100% of the total votes held and cast by the shareholders present, represented or who voted by correspondence.

The votes cast were recorded as follows:

- 10,428,483 "for" votes;

 - 0 votes "against";

 - 0 abstentions;

 

This decision is an integral part of the minutes prepared by the commission appointed for this purpose and will be published according to the legal provisions, regarding the continuous information of the shareholders.

This decision, adopted with the quorum established by law, will be submitted within the legal term to the Mehedinti Trade Register Office to be mentioned in the register and published in the Official Gazette of Romania, part IV, and a copy accompanied by the other documents provided in the legal norms will be submitted to the Financial Supervision Authority and the Bucharest Stock Exchange, through the care of the general manager of the company, Mr. Eng. Sperdea Mircea Ion.

 

 

PRESIDENT OF THE MEETING                                                 MEETING SECRETARY

Eng. ENESCU RADU- VALENTIN                                                 CIORECAN HORIA

 



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