To the attention of: FINANCIAL SUPERVISION AUTHORITY

Department of Financial Instruments and Investments

Fax: 021-6596051

BUCHAREST STOCK EXCHANGE - Regulated market

Fax: 021-2569276

No. 8/ January 5th, 2022

CURRENT REPORT

According to Law 24/2017 regarding the issuers and the capital market and Commission Regulation no. 5/2018 on issuers and market operations.

Report Date: January 5th, 2022

Name of the Issuing Company: The Company CARBOCHIM S.A. - JOINT STOCK COMPANY

Registered Office: P-ta. 1 Mai no. 3, CLUJ-NAPOCA

Phone/ fax: 0264 437 005 / 0264 437 026

Taxpayer Identification Number: 201535, Tax attribute RO

Registration Number with Cluj Trade Register: J12/123/1991;

Subscribed and paid-up share capital: RON 12,313,405 lei

Regulated market where the issued securities are traded: Bucharest Stock Exchange

Stock (Market Symbol: CBC)

Important events to report:Current report on the the Decisions of the Extraordinary General Meeting of Shareholders dated January 5th, 2022 (first convening).

On January 5th, 2022, the Extraordinary General Meeting of the Shareholders (AGEA) of CARBOCHIM S.A. was held upon the first convening at the address in Cluj-Napoca,P-ta 1 Mai, nr. 3, for all Shareholders registered in the Register of Shareholders of the Company, at the end of December 16th, 2021, 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. Approves by unanimous vote, alienation through sale of the ownership right to one or several purchasers of the real estate owned by the company located in the City of Cluj - Napoca, P-ța 1 Mai no. 3, Cluj County and comprised of land lots and constructions located on the same as it follows: (i) lot of land with an area of 22.774 square meters, with cadastral number 256575 and constructions with cadastral number 256575-C1,256575-C2,256575-C3,256575-C4,256575-C5,256575-C6,256575-C7,256575-C8,256575-C9, ,256575-C11,256575-C12,256575-C13,256575-C14,256575-C15,256575-C16,256575-C17,256575-C18,256575-C19,256575-C20, 256575- C21, registered in the Land Register Book no. 256575; (ii) lot of land with an area of 51.522 square meters, with cadastral number 259641 and constructions with cadastral number 259641-C1,259641-C2,259641-C3, 259641- C4, 259641-C5,259641-C6,259641-C7,259641-C8,259641-C9,259641-C10,259641-C11,259641-C12, 259641- C13, 259641-C14,259641-C15,259641-C16,259641-C17,259641-C18,259641-C19,259641-C20,259641-C21,259641-C22,259641-C23,259641-C24,259641-C25,259641-C26,259641-C27 registered in the Land Register

1

Book no. 259641; (iii) lot of land with an area of 12.669 square meters, with cadastral number 261371 and constructions with cadastral number 261371-C1,261371-C2,261371-C3,261371-C4, registered in the Land Register Book no. 261371; (iv) lot of land with an area of 821 square meters, with cadastral number 267080 and construction with cadastral number 267080-C1, registered in the Land Register Book no. 267080; (v) lot of land with an area of 1.153 square meters, the actual share quota of 164/1093, with cadastral number 270354 and construction with cadastral number 270354-C1-U2, registered in the Land Register Book no. 270354 and in the Land Register Book no. 270354-C1-U2,; (vi) lot of land with an area of 1.081 square meters, with cadastral number 300210 and constructions with cadastral number 300210-C1, registered in the Land Register Book 300210; (vii) lot of land with an area of 1.847 square meters, actual share quota of 1009233/1126250, with cadastral number 305138 and construction with cadastral number 305138-C1-U1; (viii) lot of land with an area of 24.351 square meters, with cadastral number 309072 and constructions with cadastral number 309072-C1,309072-C2, 309072- C3, 309072-C4,309072-C5,309072-C6,309072-C7,309072-C8,309072-C9,309072-C10,309072-C11, 309072- C12, registered in the Land Register Book no. 309072; (ix) lot of land with an area of 958 square meters, with cadastral number 309092, registered in the Land Register Book no. 309092; (x) lot of land with an area of 3.330 square meters, with cadastral number 309117, registered in the Land Register Book 309117 (hereinafter referred to me as, "the real estate").

The real estate may be totally or partially sold, including by land splits. The sale price cannot be lower than 345 Euro / square meter, VAT excluded (price that also contains the existing constructions' demolition), price that shall be calculated strictly in relation with the surface of the land the sale refers to, even if the land is not in good shape or if it has urban servitudes or is crossed by utilities or if there would be ownership rights constitution of certificates of land splits or if the otherwise encumbered (in any way).

  1. Approves by unanimous vote the mandating of the Board of Directors to negotiate, agree and settle on behalf of the Company with potential purchasers and banks the terms as well as any other sale conditions regarding the Real Estate, including the sale price of the real estate and the payment method of such price as well as to mandate the Chairman of the Board of Directors to sign, deliver and execute, on behalf and for the Company, before the relevant notary public and authenticated form of a sale promise, certificates of land split and / or joining for any of the real estate, precontracts and / or contracts of sale - purchase for the sale of the Real Estate to the purchasers and furthermore, to sign and execute any and all prior notices, instruments or documents which might be required or useful for the valid sale of the real estate, subject to the conditions negotiated by the Board of Directors.
  2. Approves by unanimous vote the purchase by the Company of a real estate with industrial purpose in the City of Cluj - Napoca, in exchange for a total price that cannot be higher than Euro 3,500,000 and to mandate the Board of Directors to initiate and carry out any and all proceedings for the identification of such real estate and potential sellers of industrial buildings in the City of Cluj - Napoca and to negotiate with potential sellers and banks the terms thereof as well as any other conditions to purchase the real estate including the purchase price of the real estate and the payment method of such price by the Company, as well as to mandate the Chairman of the Board of Directors to sign, deliver and execute, on behalf and for the Company, before the relevant notary public and authenticated form of a sale promise, precontract and / or contract of sale - purchase for the purchase of the Real Estate and furthermore, to sign and execute any and all prior notices, instruments or documents which might be required or useful for the valid sale and purchase of the real estate, subject to the conditions negotiated by the Board of Directors.

2

  1. Approves by unanimous vote the relocation of the entire company performed activity to the real estate that is to be purchased by the company, subject to the conditions of paragraph 3 above.
  2. Approves by unanimous vote the February 2nd, 2022 as the identification date of the shareholders upon whom shall be incumbent the effects of the Resolution of the Ordinary General Meeting of Shareholders, according to Art. 87 paragraph 1 of the Law 24/2017 regarding the issuers of financial instruments and market operations and the approval of the date of February 1st, 2022 as ex-date.
  3. Approves by unanimous vote to mandate Mr. Popoviciu Viorel - Dorin to draft and sign all the adopted decisions and to empower Mrs. Barabula Mihaela - Maria to perform the required formalities to mention / record the decisions with the Trade Register and to publish them in the Official Gazette of Romania.

CLUJ - NAPOCA

January 5th, 2022

CHAIRMAN OF THE BOARD OF DIRECTORS

POPOVICIU VIOREL - ENGINEER

3

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Carbochim SA published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2022 11:30:07 UTC.