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SSIF BRK FINANCIAL GROUP SA - BRK

Addition to the Agenda of O GSM from 5/6 October 2017

Release Date: 8/24/2017 6:28:24 PM

IRIS Code: F6FA8

           

 

 

          No. 3651/24.08.2017

 

 

To,

Bucharest Stock Exchange Financial Supervisory Authority

Financial Instruments and Investments Sector

 

CURRENT REPORT

according to CNVM Regulation no. 1/2006 on issuers of and operations with securities

and Law no. 24/2017 on issuers of financial instruments and market operations

 

 

Report date: 24.08.2017

Name of the company: SSIF BRK Financial Group SA

Headquarter: Cluj Napoca, no. 119, Motilor street, Cluj County

Tel. No.: 0364.401.709 Fax: 0364.401.710

Number and date of registration at ORC: J12 / 3038/1994

CUI: 6738423, Capital: 54,039,987.04 lei

The regulated market on which the issued securities are traded: BSE, premium category

Important events to report: Addition to the Agenda of O GSM from 5/6 October 2017

 

By decision adopted on August 22, 2017, the Board of Directors of BRK Financial Group S.A. decided to complete the agenda of the Ordinary General Meeting of Shareholders on 5/6 October 2017 with paragraph 3, "Election of a member of the Board of Directors in order to fill the vacant position". Below is the final form of convening.

Convening of the Ordinary General Meeting of Shareholders

 

By the decision taken on 11.08.2017, the Board of Directors of SSIF BRK Financial Group SA, registered under no ORC Cluj J12 / 3038/1994, CUI 6738423, with headquarter in Cluj- Napoca, Motilor Street, no. 119, (hereinafter referred to as the "Company"), in  accordance with article 117 of Law no. 31/1990, and with Law 297/2004 as amended and supplemented, the provisions of CNVM Regulation 6/2009 of and the Articles of Association of the Company

 

               CONVENES

The Ordinary General Meeting of Shareholders (”OGSM”) as required by law and the articles of association to date of 05.10.2017 at 12:00 at company headquarter, in Cluj- Napoca,. Motilor Street no. 119, Cluj County, for all shareholders registered in the Shareholders Register managed by the Central Depository at the end of 19.09.2017, established as refference date.

 

In case of failure of any statutory or other conditions of validity, the Ordinary General Shareholder Meeting, will be held on date 06.10.2017 at 12:00, in the same place, with the same agenda to all shareholders registered in the Shareholders Register at the same Reference Date  as follows:

 

Ordinary General Meeting of Shareholders will have on the agenda the following points:

 

1.   Election of the financial auditor for 2017 and 2018 and mandating the Board of Administrators for signing the contract with the financial auditor.

2.   Approval of the IFRS consolidated financial statements for 2016.

3.   Election of a member of the Board of Directors of BRK Financial Group S.A. in order to fill the vacant position, for a mandate equal to the term of office of the other directors, respectively until 19.12.2020.

4. Approval of the registration date for identifying the shareholders who are affected by the Ordinary General Shareholders Meeting decision, according to art. 86 of the Law no.24/2017 on issuers of financial instruments and market operations. The proposed registration date is October 23, 2017.

4.   Approval of ex date as the date from which the financial instruments object of the Ordinary General Shareholders Meeting decision are traded without rights deriving from that decision. The proposed ex date is October 20, 2017.

5.    Approval of mandating Mr. Darie Moldovan and Mrs. Monica Ivan, that together or separately, to carry out all procedures and formalities required by law for carrying out the decisions of the Assembly, filing and taking documents and sign for this purpose in the name of the Company, in relationship with the Trade Register, FSA, BSE and other  public or private entities. The trustees mentioned above will be able to delegate the powers granted according to the above to any person, as they consider appropriate.

 

Tenders for contracting the financial audit will be submitted to the company headquarters in Cluj Napoca,

 119 Motilor Street, in a sealed envelope bearing the mention "Tender for supplying financial audit services

 OGSM  October 05/06, 2017". Tender dossier must contain:

 

-   Proof of audit firm registration in the FSA register,

-   Copy of the ascertaining certificate issued by the NTC, no older than 30 days prior to the date of filing,

-   Financial offer,

-    A document of company's presentation encompassing experience in auditing financial statements,

-   Signed and dated CV for key partner, with a detailed presentation of specific studies and professional experience,

-   A copy of the insurance contract for professional liability,

-   Criminal record of the company,

-   Fiscal record of the company,

-   A financial auditor's declaration of independence in relation to SSIF BRK FINANCIAL GROUP SA

-   Number and date of authorization for operation issued by CAFR

 

 

 

 

 

Tenders must be submitted to the company’s secretariat until September 8, 2017, 12 o'clock. Tenders will be analyzed and validated by the Audit Committee of the Board of Administrators of SSIF BRK Financial Group SA, which will propose to the Board to include the audit firms on the ballot. Tenders validated by the Audit Committee and Board of Administrators will be published on the company website on September 12, 2017, 17 o’clock.

 

Only the persons registered as shareholders of the Company on 19.09.2017 (the  Reference Date) in the register of shareholders have the right to participate and vote at  the OGSM.

Access of shareholders entitled to participate in the "OGSM" is allowed by simply proving their identity, made in the case of natural persons with ID, and in the case of corporate shareholders and individual shareholders represented by special or general proxy given to the natural person who represents them and the identity card of the representative. Proxy forms can be obtained from the Company's headquarters starting on 13.09.2017 and on its website www.brkfinancialgroup.ro. The proxy forms will be available both in Romanian and English;

 

Special or general power of attorney shall be drafted in three originals (one for the company, one for the represented shareholder and one for the proxy). Powers of attorney and a copy of ID or certificate of registration and certificate issued by the Trade Register or any other document issued by a competent authority of the State in which the shareholder is registered legally (with a validity of maximum 3 months before the publication date of the convening notice for the General Meeting) of the shareholder represented will be filed / submitted in original at the company headquarter or by e-mail at the following e-mail adress: secretariat@brkfinancialgroup.ro if possesor of electronic signature and will be written in Romanian or English, up to 03.10.2017, 12:00.

 If power of attorney is given by a shareholder to a credit institution which provides custodial services, it

 will be signed by the shareholder and will be accompanied by an affidavit given by the credit institution      that received power of representation by proxy , which establishes that:

-   Credit institution provides custody services for the shareholder,

-   Instructions in the proxy are identical whith the SWIFT instructions from the message received by the credit institution, to vote on the behalf of the shareholder

-   Proxy is signed by the shareholder.

 

On the meeting date, at the entrance to the meeting room of the General Meeting, designated representative will submit a copy of his identification documents and the original power of attorney if it was sent by e-mail, with embedded electronic signature.

 

One or more shareholders representing individually or together, at least 5% of the share capital have the right to request the introduction of additional points on the agenda of the General Meeting. The quality of shareholder of the Company shall be supported by certified copies of valid identification documents of the initiators. They refer to identity documents (ID/identity card) for individuals and certificates of registration and ascertaining or any other document issued by a competent authority of the State in which

 

the shareholder is legally registered (with a validity of maximum 3 months before the publication of convening notice for the general meeting) indicating legal owners representative for legal persons shareholders of the Company.

 

Documents attesting the legal representative written in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English and the  legal representative quality will be stated in accordance with the shareholders list provided by Central Depository.

 

Proposals for introducing new points on the agenda of the general meeting, the draft resolutions for items included or to be included on the agenda of the general meeting  shall be accompanied by copies of identification of initiators and will be submitted to the company, at the latest on 15.09.2017, at 17:00 in sealed envelope with the  specification written in capital letters: "FOR THE ORDINARY SHAREHOLDERS MEETING” or sent by e-mail with electronic signature in compliance with Law no.455/2001 on electronic signature, within the same period at: secretariat@brkfinancialgroup.ro, mentioning the topic "For the Ordinary Shareholders Meeting".

 

In attention of the shareholders, the proposals regarding the introduction of new items on the agenda of the meeting is required for every point there initially proposed by a justification or a draft resolution for adoption by the General Meeting.

Last updated version of proxies and ballots by mail will be available on the company’s website starting on 19.09.2017, at 17:00.

Each shareholder is entitled to ask questions in written to the Board of Directors shortly before the general

meeting, regarding the items on the agenda, according to 13th article of NSC Regulation no. 6/2009. The answer is deemed given if the requested information is published on the website of the company.

 

Shareholders registered in the register at the reference date shareholders have the opportunity to vote by mail prior to the meeting date by voting form sent by mail. The form of voting by mail, along with copy of the identity and / or registration certificate and the certificate issued by ORC or any other document of the shareholder, issued by a competent authority of the State in which the shareholder is registered legally (no older than 3 months from the publication reported date of convening general meeting) will be sent to the Company in original, at its headquarters or by e-mail at the following e-mail address: secretariat@brkfinancialgroup.ro, with electronic signature, in compliance with Law no.455/2001, till date 03.10.2017, at 12.00. Forms will be written in Romanian or English.

 Shareholders who voted by special proxies or voting by correspondence may change the initial choice      (opinion and voting way). The last registered vote untill 03.10.2017, at 12:00 will be considered.

 

 

 

 

In case the shareholder who has voted by mail or through a representative attend the general meeting, the vote by mail for the general meeting will be canceled. In this case, the only vote taken into consideration will be the one in person or by proxy.

 

Forms for ballot by mail, the special proxy forms (both available in Romanian and English), informative documents and materials regarding the items on the agenda, including draft resolutions, are available to shareholders starting with September 13, 2017, at 17:00 on the company's website at www.brkfinancialgroup.ro and at headquarter in Cluj- Napoca, Motilor Street, no. 119 starting September 13, 2017.

 

Candidates for the position of administrator will submit their applications, accompanied by the Curriculum Vitae in the Europass format and Annex no. 1 to the ASF Regulation no. 14/2015, at the company's original secretariat until 15.09.2017 at 17:00. The list of candidates and their Curriculum Vitae will be published on the company's website and can be completed and consulted by the shareholders. Candidates will be enrolled on the ballot papers in alphabetical order, and after the secret vote, the first administrator is declared in the descending order of the number of votes. In the case of a tie of votes for the first-ranked administrator, a ballot will be held for sharing, with the highest number of votes cast being elected. For the purpose of the approval by the Financial Supervisory Authority, the candidates for the position of administrator must cumulatively fulfill all the criteria and conditions stipulated by Law no. 31/1990 republished and by the ASF Regulation no. 14/2015.

 

Any shareholder may make proposals in writing for candidates - natural persons - for the vacancy of a member of the Board of Directors of BRK Financial Group SA. Proposals will include the following documents:

a) The actual proposal, which may mention a candidate for membership in the Board of Directors of BRK Financial Group SA, under the authorized signature, where applicable;

b) Copy of candidate's identity document;

c) Candidate Curriculum Vitae, updated, dated and signed, in original (in Europass format);

d) Declaration on its own responsibility that it fulfills the legal and statutory conditions for having this quality, signed in the original.

 

Documents provided in a foreign language other than English (except for identity documents valid on Romanian territory) will be accompanied by a translation made by an authorized translator in Romanian or in English.

Verification and centralization of votes by correspondence and by proxies is made by a technical committee appointed by the Board of Directors, made up of people who will keep secure and will ensure the confidentiality of votes until the point of the agenda will be voted.

This convening notice will be completed with applicable legal provisions.

Chairman

        Darie Moldovan          



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