To the attention of: FINANCIAL SUPERVISION AUTHORITY

Department of Financial Instruments and Investments

BUCHAREST STOCK EXCHANGE - Regulated market

No. 182/ April 26th, 2023

CURRENT REPORT

According to Law 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations.

Report Date: April 26th, 2023

Name of Issuing Company: CARBOCHIM S.A.

Registered Office: P-ta. 1 Mai nr. 3, CLUJ-NAPOCA

Phone/Fax: 0264 437 005 / 0264 437 026

Tax Reference Number: 201535, VAT Code: RO

Cluj Trade Register Number: J12/123/1991

Subscribed and Paid-up Share Capital RON 12,313,405

Regulated market on which the issued securities are traded: BVB Bucharest

Shares (market symbol: CBC)

Important events to report:Current report on the Decisions of the Ordinary General Meeting and the Decisions of the Extraordinary General Meeting of Shareholders dated April 26th, 2023 (first convening).

On April 26th, 2023, the Ordinary General Meeting of the Shareholders (AGOA) and the Extraordinary General Meeting of the Shareholders (AGEA) of CARBOCHIM S.A. were held at the first convening at the address in Cluj- Napoca, B-dul Muncii, nr. 18, for all Shareholders registered in the Register of Shareholders of the Company, at the end of April 10th, 2023, considered as the Reference Date according to the notice to attend, recorded in the minutes no. 1.

The meetings were attended by Shareholders holding 3.971.573 shares, representing 80,6351% of the share capital of the Company.

After debates, the Ordinary General Meeting of Shareholdersadopted the following resolutions:

1. Approve, with unanimity of votes, the Annual Financial Statements concluded on December 31st 2022 prepared in accordance with the International Financial Reporting Standards adopted by the European Union and the Order of the Ministry of Public Finance No. 2844/2016 for the approval of the Accounting Regulations in accordance with International Financial Reporting Standards, based on the reports submitted by the Board of Directors and the financial auditor, the indicators being the following:

Turnover

RON 34.457.638

Net profit for the year

RON 26.067

Total assets

RON 116.659.422

Owners' equity

RON 80.630.068

Payables

RON 36.029.354

2. Approve, with unanimity of votes, the Management Report of the Board of Directors for 2022 and the discharge of the Directors for the financial year 2022. The Directors didn't vote.

3. Approve, with unanimity of votes, the distribution of the net profit for the financial year 2022 in the amount of RON 26.067,16, as follows:

  • legal reserves RON 3.007,66 Lei;
  • to cover the loss of 23.059,50 Lei ;

4. Approve, with unanimity of votes, the Income and Expenditure Budget for 2023.

Turnover

Overall revenue

Total expenses

Gross income

RON 35.500.000

RON 241.050.000

RON 90.452.450

RON 150.597.550

  1. Approve, with unanimity of votes, the investment programme for 2023 in the amount of RON 23.940.000 .
  2. Approve, with unanimity of votes, the remuneration report related to the 2022 financial year.
  3. Approve, with unanimity of votes , date of May 23th, 2023 as the date of identification of the shareholders, on whom the effects of the decision of the Ordinary General Meeting of Shareholders are to be reflected, according to Article 87, para. 1. of Law 24/2017 on issuers of financial instruments and market operations and approval of the date of May 22th, 2023 as ex-date.
  4. Approve, with unanimity of votes, the authorization of Mr. Popoviciu Viorel-Dorin, to draft and sign the adopted Resolution, to represent the company with full and unlimited powers in relation to the public authorities and any other third party, to undertake the necessary steps in order to fulfill the provisions of the Resolution of the General Assembly and to carry out all the necessary formalities to mention/register the Resolution at the Trade Registry Office and for its publication in the Official Monitor of Romania, with the possibility of subdelegating/substituting/mandating other persons.

After debates, the Extraordinary General Meeting of Shareholders adopted the following resolutions:

  1. Approve, with unanimity of votes, the business strategy for 2023.
  2. Approve, with unanimity of votes, the extension of credit lines in the total amount of RON 8,150,000 or the commitment of new ones within a ceiling of RON 10,000,000 and their guarantee by mortgages on the assets of the Company.
    The delegation of the Board of Directors is approved in order to establish the specific conditions under which the extension of credit lines or the committing of new ones within the approved ceiling will be performed.
    3. Approve, with unanimity of votes, the commitment of an investment loan in the amount of RON 15.000.000 or the equivalent in EUR for the achievement of the objectives set out in the investment plan for 2023.
    The delegation of the Board of Directors in order to establish the specific conditions under which investment credits within the approved ceiling will be committed.

4. Approve, with unanimity of votes, the change of the registered office to the address in Cluj-Napoca,B-dul Muncii nr. 18, Jud. Cluj.

5. Approve, with unanimity of votes, of the modification of the provisions of art.3 of the Articles of Association regarding the Registered Office, the new wording being the following.

Art.3.- Registered office

  • The registered office of the company is in Romania, Cluj-Napoca,B-dul Muncii nr.18, jud. Cluj . The registered office of the company may be changed to another place in Romania on the basis of a resolution of the general meeting of shareholders, according to the law.
    The company may have branches, subsidiaries, representatives, agencies in other locations in the country and abroad.''
  1. Approve, with unanimity of votes, the date of May 23th, 2023 as the date of identification of the shareholders, on whom the effects of the decision of the Extraordinary General Meeting of Shareholders are to be reflected, according to Article 87, paragraph 1 of Law 24/2017 on issuers of financial instruments and market operations and approval of May 22rd, 2023 as ex-date.
  2. Approve, with unanimity of votes, Approve, with unanimity of votes, the authorization of Mr. Popoviciu Viorel-
    Dorin, to draft and sign the adopted Resolution and the updated Constitutive Act, to represent the company with full and unlimited powers in relation to the public authorities and any other third party, to undertake the necessary steps in order to fulfill the provisions of the Resolution of the General Assembly and to carry out all the necessary formalities to mention/register the Resolution at the Trade Registry Office and for its publication in the Official Monitor of Romania, with the possibility of subdelegating/substituting/mandating other persons.

Cluj-Napoca, April 26th, 2023

CHAIRMAN OF THE BOARD OF DIRECTORS,

ENGINEER POPOVICIU VIOREL-DORIN

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Carbochim SA published this content on 05 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2023 08:48:09 UTC.