ŞANTIERUL NAVAL ORŞOVA S.A.

Nr. RC J25/150/1991 CIF: RO 1614734 Capital social: - subscris 28.557.297,5 lei - varsat 28.557.297,5 lei

Str. Tufări, nr. 4, Orşova, 225200, Mehedinţi

Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648

E-mail:mircea.sperdea@snorsova.ro;marketing@snorsova.roCodul LEI (Legal Entity Identifier): 254900UXAJ8TPIKLXG79

Cod IBAN: RO96RNCB0181022634120001- B.C.R. Orşova Cod IBAN: RO59BRDE260SV03176142600- B.R.D. Orşova

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: 15.04.2022

Name of the trading company: ŞANTIERUL NAVAL ORŞOVA S.A.; Registered office: 4, TUFĂRI Street, ORŞOVA, MEHEDINŢI 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. 54 from 15.04.2022

The ordinary general meeting of shareholders of the company Şantierul Naval Orsova-S.A.,

Convened for April 15/16, 2022, carried out its works at the first convocation, respectively April 15, 2022, at 1000, 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 1070 of 14.03.2022;

  • - The daily "Datina" no. 8050 from 12-13.03.2022;

  • - The daily newspaper "BURSA" no. 48 from 14.03.2022;

  • • The materials subject to debate were published on the company's websitewww.snorsova.ro, at the deadline announced in the call, respectively 15.03.2022, with the right of access for all interested parties.

  • • From the total number of shareholders registered in the register of shareholders, provided by S.C. The depositary of Central SA Bucharest, on the reference date 04.04.2022, expressed their votes - both directly and by correspondence, a number of 10 shareholders holding 91,5658% of the share capital, the quorum conditions being met, according to the provisions of art. 112 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;

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.2. The results of the revaluation of tangible assets from the construction and ship groups are approved. Approval of the registration of the revaluation differences amounting to 3,301,954.11 lei in the accounting records on 31.12.2021., as it results from the presented report.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.3. The annual financial reports concluded on 31.12.2021, based on the management report of the Management Board and the Report of the independent financial auditor are approved:

- LEI -

OPERATIONAL INCOMES

74.669.943

FINANCIAL INCOMES

863.841

OPERATIONAL EXPENSES

(74.660.228)

FINANCIAL EXPENSES

(362.717)

RESULT BEFORE TAXATION

510.839

TAX PER PROFIT+ SPECIFICAL TAX

(664.709)

NET PROFIT ( LOSS)

(153.870)

Art.4. The Remuneration Report for the financial year 2021 is approved; Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.5. It is approved that from the result carried forward, representing the surplus realized from revaluation reserves, the amount of 177,845.77 lei to be distributed on the following destinations:

  • • 153,869.94 lei to cover the net accounting loss;

  • • 23,975.83 lei to cover the loss from the correction of accounting errors from the previous period;

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.6. The discharge of the administrators for the activity carried out in the financial year 2021 is approved.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.7. The maintenance at the current level of remuneration due to the directors is approved, valid from the date of the present Ordinary General Meeting of Shareholders and until the date of the next Ordinary General Meeting of Shareholders.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.8. The performance indicators and objectives for the financial year 2022, annexed to the administration and mandate contract, are approved.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.9. The draft Budget of Revenues and Expenditures and the investment program for 2022 are approved, according to the administrators' proposal.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.10. The appointment of ABA Audit SRL as external financial auditor of the company for a term of 3 years is approved, respectively for the audit of the financial statements related to the financial years 2022,2023 and 2024, considering the expiration of the auditor's contract. The Board of Directors is mandated to negotiate and conclude the external financial audit contract.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.11. It is approved the performance in the financial year 2022 of the accounting registration at "income" of the undivided dividends for more than 3 years from the due date, for which the right to dividend is extinguished by prescription, respectively the dividends related to the financial year 2017 existing in balance as unpaid on 31.12.2021 in the amount of 49,159.38 lei.

Art.12. The date of May 20, 2022 is approved as the registration date for identifying the shareholders affected by the decision of the ordinary general meeting of shareholders and the date of May 19, 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.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

Art.13. The power of attorney of Mr. Mircea Ion Sperdea, general manager of the company is approved, for the conclusion of the general ordinary meeting of the shareholders' resolution

(AGOA) and for any other documents which are necessary to the putting into execution of the AGOA resolution and to carry out the publicity and registration forms.

Votes for 100.00%, votes against 0.00%, and abstentions 0.00% of the total votes cast.

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

Ec. ROȘCA RADU CLAUDIU

MEETING SECRETARY CIORECAN HORIA

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Santierul Naval Orsova SA published this content on 15 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2022 09:59:04 UTC.