To: Bucharest Stock Exchange (BVB)
cc: Cyprus Securities & Exchange Commission (CySEC), Romanian Financial Supervisory Authority (FSA)
Announcement & Current Report
Report Date: 26 May 2023
Company Name: Purcari Wineries Public Company Limited
Headquarters: 1 Lampousas street, 1095, Nicosia, Cyprus
Phone/fax no.: +373 22 856 035/ +373 22 856 022
Cyprus Trade Register Registration Number: HE201949
Subscribed and paid in share capital: EUR 401,175
Regulated market where the issued securities are traded: Bucharest Stock Exchange, International shares category
Annual General Meeting of Shareholders dated on 26th of May 2023
The Annual General Meeting (the “AGM”) of shareholders of Purcari Wineries Public Company Limited (hereinafter referred to as the “Issuer”, “Company”, “Group”) took place today at Courtyard by Marriott, Bucharest Floreasca, Dimitrie Pompeiu 2A street, Bucharest 020337, Romania, Beta Conference Room.
At the AGM, the Annual Financial Report which included the Final Audited Separate Financial Statements of the Company, the Final Audited Consolidated Financial Statements of Purcari Wineries Public Company Limited Group for the financial year ended on the 31st of December 2022, the ESEF financial statements, including applied iXBRL tags in the 2022 Consolidated Financial Statements, the Management Report of the Company’s Board of Directors, the Statement on Corporate Governance and the Independent Auditors’ Report of the Company upon those financial statements, were present and reviewed.
Following the Annual General Meeting, the shareholders subsequently decided:
1. With 84.37% of the votes, the shareholders voted in favor of the approval of the re-appointment of Non-executive Director Mr. Vasile Tofan as Non-executive Director, who has retired and offered himself for re-election at the AGM pursuant to the rotation of directors’ procedures in the Company’s Articles of Association.
2. With 97.01% of the votes, the shareholders approved the appointment of Mr. Eugen Comendant as Non-executive Director of the Company.
3. With 99.42% of the votes, the shareholders approved the appointment of Ms. Paula Catalina Banu as Independent, Non-executive Director of the Company.
4. With 99.42% of the votes, the shareholders approved the appointment of Ms. Raluca Ioana Man as Independent, Non-executive Director of the Company.
5. With 99.72% of the votes, the shareholders approved the appointment of the independent auditors PricewaterhouseCoopers Ltd Cyprus as the auditors of the Group for the Financial Year 2023 and authorization to the Board of Directors to fix their remuneration for the year 2023.
6. With 84.26% of the votes, the shareholders voted in favor of the approval of the Special Resolution to acquire existing shares of the Company under a buy-back programme, in a maximum number of 30,844 shares at prices not exceeding by more than five per cent (5%) the average market price of the shares during the last five stock exchange sessions, prior to carrying out the relevant acquisition (the “Programme no. 1”) and authorization to the Company’s Board of Directors to proceed with all the necessary actions.
7. With 84.16% of the advisory votes, the shareholders voted in favor of the Remuneration Report of the Executive and Non-executive Directors for the financial year that ended on December 31, 2022.
8. With 99.99% of the votes, the shareholders approved the payment of dividends in the amount of RON 0.55 per ordinary share to be paid to all members of the Company and approval of the following dates:
- ex-date: 28.07.2023;
- record date is set at: 31.07.2023;
- payment date: on or about 18.08.2023;
9. With 99.33% of the votes, the shareholders voted in favor of the approval of the Special Resolution providing authorization to the Company’s Board of Directors to increase the issued share capital of the Company up to the authorized share capital by issuing a maximum number of 2,882,500 new shares by way of one or several share issuances. The authorization is given for a maximum period of 12 months from the date of the shareholders’ approval for authorization. The Board of Directors is hereby authorized to take all measures necessary or advisable in order to prepare, approve, and carry out the issuance(s) of shares within the limits of the authorized capital.
The shareholders approve to waive the pre-emption rights of the shareholders in respect of any share capital increase decided by the Company’s Board of Directors within the authorized capital.
Vasile Tofan Eugeniu Baltag
Chairperson of the meeting Secretary of the meeting