Current report according to A.S.F. Regulation no. 5/2018

Date of report: 07.04.2020

Name of the company:  S.C. CONTED S.A.

Registered office: Dorohoi municipality, str. 1 Decembrie no. 8, Botosani County

Phone/fax number: 0231610067/ 0231610026

Sole Registration Code: RO 622445

Trade Register Office registration number:  J07/107/1991

Subscribed and paid-up share capital: 2,284,360.06 lei

Trading market Bucharest Stock of Exchange – Standard Category 

IMPORTANT EVENTS TO REPORT

Changes in the control of trading company:

       - not applicable

Consistent procurements or estrangements of assets:

       - not applicable

Bankruptcy procedure:

       - not applicable

Other events:  Decision of the Ordinary General Meeting of Shareholders

             The Ordinary General Meeting of Shareholders S.C.  CONTED S.A., with its registered office in Dorohoi municipality, 1Decembrie no. 8 street, Botosani, registered at the Trade Register Office with number J07/107/1991, with Sole Registration Code RO 622445, as they were registered at the Register of shareholders, administered by S.C. Depozitarul Central S.A. Bucharest, on the date of 26.03.2020 that developed its activities on the first appeal, of  07.04.2020, at 10.00,with the quorum and necessary majority, registered by the minutes no. 69 of 07.04.2020 concluded on the works of the Ordinary General Meeting of Shareholders of S.C. CONTED S.A., taking into account the agenda of the Management Board of S.C. CONTED S.A. for the Ordinary General Meeting of

Shareholders, as published in the Official Gazette of Romania - part IV no. 748 of 25.02.2020, in the local newspaper Monitorul de Botosani number 37 of 26.02.2020, on the company website www.conted.ro which was attended personally and by correspondence 3 shareholders, taking into account the materials shown within the agenda, as well as the expressed votes, within a quorum of 81.13%, 194,460 shares, respectively, of the total of shares, of 239,702 with voting right, subject to Art. 111 of Law no. 31/1990 republished, as further amended and completed and of the articles of association.

DECIDES:

Art. 1. Approve: 

1. Report of the President of the Management Board about the coordination of the Management Board in 2019 year. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 17 votes for, no vote against and 194,443 votes abstention.

2. The individual annual financial statements for the financial year ended on 31.12.2019, according to the Accounting Regulations according to the International Standards of Financial reporting made of:

    - financial position statement;

    - profit or loss statement of other items of the overall result;

    - equity amendment statement;

    - treasury flow statement;

    - notes to the financial statements, which globally consist in the following data:

Equities:               8,784,735 lei

Total incomes:   13,689,123 lei

Total expenses:  13,350,748 lei

Gross result of financial year - profit:  338,375 lei

Net result of financial year     - profit:  338,375 lei

The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

3. The report of the Management Board regarding the financial year of 2019. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

4. The report of the statutory auditor for 2019 year. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

5. The administrators discharge for the financial year 2019. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

6. The increase of the remuneration of the administrators with the amount of 1,520 gross lei for each member starting with April 2020, which will remain valid until the next Annual General Meeting. The remuneration of the directors, as a result of the increase, is as follows: Hamidi Haissam - 3,600 lei, El Turk Ezzedine - 3,600 lei, El Turk Ana Maria - 3,600 lei. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 17 votes for, no vote against and 194,443 votes abstention.

7. The income and expense budget for the 2020 year, which mainly includes the following indicators in lei:

 The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

8.  Extension of appointment the statutory auditor S.C. MCO CONTAB CONSULT S.R.L. with its registered office in Botosani, str. Aleea Curcubeului  nr.11, sc.B, Ap.11, Trade Register Office registration number: J07/488/2006, Sole Registration Code 18997162, for a period of one year (financial year 2020). The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

9. Prescribing the right to require payment of unclaimed dividends due to shareholders and the shareholders for 3 years from the date of the general meeting, amounting to 12,477.68 lei, for the financial year 2015 and registered under “other income”. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

10. The date of 29.04.2020 as registration date, respectively ex – date 28.04.2020, for the shareholders where to the decisions of the Ordinary General Meeting of Shareholders of 07.04.2020 will be applied. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

11. Empowerment Mrs. Ana - Maria El Turk, administrator, to performance all formalities needed for the registration of the Ordinary General Meeting of Shareholders decisions. The valid votes cast held by the present shareholders: 194,460, representing 81.13% from the total of the shares with voting right, afferent to a number of 194,460 shares, from which: 194,460 votes for, no vote against, no abstention.

Art. 2. The documents including the information, data and proposals that relied on the listed approvals constitute annexes to this decision, whereof they take an integral part and are at the headquarters of the company.

Art. 3. a) This decision takes an integral part of the minutes no. 69 of 07.04.2020, whereby the development of works of the Ordinary General Meeting of Shareholders is mentioned, concluded and signed by the conclusion council, elected on the Ordinary General Meeting of Shareholders, as well as by the president of the Management Board.

          b) In accordance with the legal provisions in force, as well as with the regulations and directives regarding the permanent information of shareholders, this decision will be sent to advertisement, will be communicated to the Financial Surveillance Authority and the Stock of Exchange Bucharest and will be submitted within the legal term to the Trade Register Office attached to the Law Court of Botosani, to be mentioned by the register and published by the Official Gazette of Romania Part IV.

        Chairman of the Board of Directors,

            Eng. Hamidi Haissam