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CONTED SA - CNTE

Erratum Notice of OGSM April 21, 2018

Release Date: 1/30/2018 11:52:42 AM

IRIS Code: B33C5

 

Erratum to Current Report

According to C.N.V.M. Regulation no. 1/2006

Report date: 30.01.2018

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

Headquarters: Dorohoi, str. 1 December no. 8, Botosani County

Trade Registry Number. : J07/107/1991

Tax Identification Number: RO 622445

Registered capital: 2,284,360.06

Trading market: B.V.B.  -  Standard

 

MAIN EVENTS TO BE REPORTED

Changes within the control over the trading company: 

-          Not applicable

Substantial procurement or sales of assets:

-          Not applicable

Bankruptcy proceedings:

-          Not applicable

 Other events

On page 2 of the Current Report dated 25.01.2018, amend:

From the paragraph "One or more shareholders ........." the text "recorded on the reference date" is deleted.

Original text „ One or more shareholders representing individually or together at least 5% form the registered capital of the company, registered at the reference date, have the right to introduce new points on the Meeting agenda, provided that every point be accompanied by a justification or by a decision project proposed for adoption by the Ordinary General Meeting and to present decision projects for the points included or proposed to be included on the agenda of the Meeting.”

Final text „ One or more shareholders representing individually or together at least 5% form the registered capital of the company, have the right to introduce new points on the Meeting agenda, provided that every point be accompanied by a justification or by a decision project proposed for adoption by the Ordinary General Meeting and to present decision projects for the points included or proposed to be included on the agenda of the Meeting.” 

Paragraph "Proposals on the introduction of new items on the agenda ………." shall be amended on 29 March 2018.

 Original text „ The proposals regarding the introduction of new points on the General Meeting agenda must be submitted at the S.C. CONTED S.A headquarters from Dorohoi, str. 1 December, no. 8, Jud. Botosani by courier services or by electronic means to the e-mail address secretariat@conted.ro, no later than 29.03.2018, 15 o’clock and shall be posted on the company website.

Final text „ The proposals regarding the introduction of new points on the General Meeting agenda must be submitted at the S.C. CONTED S.A headquarters from Dorohoi, str. 1 December, no. 8, Jud. Botosani by courier services or by electronic means to the e-mail address secretariat@conted.ro, no later than 26.03.2018, 15 o’clock and shall be posted on the company website.”

In the paragraph "Agenda completed after the convocation ............ ", the date of 04.04.2018 is changed."

Original text „ The agenda completed after the convening with the items proposed by shareholders, shall be published no later than 04.04.2018, 15 o’clock.”

Final text „ The agenda completed after the convening with the items proposed by shareholders, shall be published no later than 02.04.2018, 15 o’clock.”

Here's the right text of the convocation.

The Corporate Board of S.C. CONTED S.A. Dorohoi, gathered on the occasion of the session held on 24.01.2018, decided the Convening of S.C. CONTED S.A Ordinary General Meeting of Shareholders, according to the following convening notice:

THE CORPORATE BOARD OF S.C. CONTED S.A. DOROHOI, with headquarters in Dorohoi, str. 1 December, no. 8, Jud. Botosani, registered at the Trade Registry under number J07/107/1991, having the Tax Identification Number RO622445, convenes the Ordinary General Meeting of Shareholders for 21.04.2018, at 10 o’clock. The Ordinary General Meeting works shall be performed in Dorohoi, str. 1 December, no. 8, Jud. Botosani.

Only the shareholders registered in the shareholders’ Registry at the end of 04.04.2018, established as a reference date, shall have the right to participate and vote within the General Meeting of the Shareholders.

The convening is performed according to the provisions of Law no. 31/1990 with subsequent amendments and completions, of the Articles of Incorporation of Law no. 24/2017 on Issuers of Financial Instruments and Market Operations, of Law no. 297/2004 on the capital market and Regulation no. 6/2009.

The Ordinary General Assembly of Shareholders shall have the following agenda: 

1. The approval of the Corporate Board President Report concerning the Corporate Board coordination in 2017.

 2. The approval of the individual annual financial situations for the fiscal year concluded on 31.12.2017, in compliance with the accounting Regulations in accordance to the Financial Reporting International Standards, made of:  

                -  The statement of financial position;

                 - The statement of profit or loss and other elements of the comprehensive income;

                 - The statement of changes in equity;

                 - Cash flow statement;

                 - Notes to the financial statements;

3.  The approval of the Corporate Board report regarding the fiscal year 2017.

4.  The approval of the financial auditor report for 2017.

5.  The administrators discharge for the financial year 2017.

6.  The approval of the income and costs Budget for 2018.           

   7.  Election of the statutory auditor and fixing the audit contract duration for a period of one year (financial year 2018),

8. The approval by the Ordinary General Meeting of Shareholders of the Corporate Board proposal, according to which the registration date for the shareholders to whom the General Meeting decisions shall be applied, shall be 08.05.2018, respectively the ex - date 07.05.2018.

             9. The approval of Mr. Eng. Popa Manole’s power of attorney for the performance of all formalities needed for the registration of the Ordinary General Meeting of Shareholders decisions.

If the validity conditions are not met at the first convening, the Ordinary General Meeting shall be convened for 22.04.2018, with the same agenda, hour and place of the Meeting.

One or more shareholders representing individually or together at least 5% form the registered capital of the company, have the right to introduce new points on the Meeting agenda, provided that every point be accompanied by a justification or by a decision project proposed for adoption by the Ordinary General Meeting and to present decision projects for the points included or proposed to be included on the agenda of the Meeting. 

 The proposals regarding the introduction of new points on the General Meeting agenda must be submitted at the S.C. CONTED S.A headquarters from Dorohoi, str. 1 December, no. 8, Jud. Botosani by courier services or by electronic means to the e-mail address secretariat@conted.ro, no later than 26.03.2018, 15 o’clock and shall be posted on the company website. The agenda completed after the convening with the items proposed by shareholders, shall be published no later than 02.04.2018, 15 o’clock.

 The shareholders have the right to address questions in writing regarding the points proposed on the agenda in order to be discussed within the General Meeting. The questions shall be submitted or sent to the S.C. CONTED S.A. headquarters from Dorohoi, str. 1 December, no. 8, Jud. Botosani. The right to ask questions and the obligation to answer can be conditioned by the measures the Company may take in order to ensure the shareholders identification, the proper development and preparing of the general meeting, as well as the protection of the confidentiality and of the trading interests of the Company. The Company may formulate a general answer for the questions with the same content. An answer is deemed to be given if the pertinent information is available on the website of the Company, under a question-answer pattern.   

The physical persons shall transmit the proposals regarding the introduction of new points on the agenda or the questions regarding the points proposed on the agenda in order to be discussed within the General meeting in the original, signed, accompanied by a copy of the shareholder’s identity document, signed for conformity by the latter.  As for the proposals transmitted by the legal entities, they shall be signed in original by the legal representative, accompanied by the confirmation certificate issued by the Trade Registry or the equivalent, not older than 3 months from the date of the present convening notice publishing and the copy of the identity document of the signatory legal representative.  

The voting right can be exercised in a direct manner, by a representative with special/general power of attorney or by mail. The shareholders can personally participate or can be represented within the meeting, by their legal representatives, or by other representatives to whom it was given a special power of attorney available in Romanian and also in English. The shareholders may grant a general power of attorney valid for a period under 3 years, allowing to the assigned representative to vote for all concerns found within the debate of the General Meeting of the Company’s Shareholders, provided that the general power of attorney be granted by the shareholder, as a client, to an intermediate named according to art. 2, paragraph (1) point 20 from Law no. 24/2017 or to a lawyer.

The shareholders cannot be represented inside the General Meeting of Shareholders on the ground of a general power of attorney, by a person who is found in a conflict of interest situation, accordance with Law no. 24/2017. The powers of attorney for representing the shareholders inside the Ordinary General Meeting, filled in by the shareholders in Romanian or in English, accompanied by a copy of the identity document of the named representative identity document for shareholders – physical persons, and for the shareholders – legal entities accompanied by the Confirmation of the company details issued by the Trade registry or the equivalent, not older than 3 months from the publishing date of this convening notice and the copy of the identity document of the legal signatory representative shall be submitted or sent by registered letter at the Company’s Registry, in photocopy, containing the mention according to the original under the signature of the representative, so that they could be registered at the Company’s Registry from  Dorohoi, str. 1 December, no. 8, Jud. Botosani, up to no later than 19.04.2018, 10 o’clock, in a closed envelope, with the clear and capitalized inscription: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21 APRIL 2018”. The documents presented in a foreign language (except the identity documents) shall be joined by the translation performed by an authorized translator, into Romanian or into English.

The special powers of attorney’s forms for the shareholders representation and the mailing ballots that do not contain at least the information contained within the forms provided to the shareholders at the company’s headquarters and on the website www.conted.ro and are not transmitted within the term provided above, are not opposable towards the company.

The mailing ballots forms filled in by the shareholders in Romanian or in English shall be submitted or sent to S.C. CONTED S.A headquarters from Dorohoi, str. 1 December, no. 8, Jud. Botosani, in the original form, by registered letter, together with the copy of the identity document for shareholders – physical persons, and for the shareholders – legal entities accompanied by the Confirmation of the company details issued by the Trade registry or the equivalent, not older than 3 months from the publishing date of this convening notice and the copy of the identity document of the legal signatory representative of the ballot form, so that these ones could be registered at the registration office, up to no later than 19.04.2018,  at 10 o’clock, in a closed envelope with the clear and capitalized inscription: “MAILING VOTE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS  FROM 21 APRIL 2018”;

The special powers of attorney and the mailing ballots filled in by the shareholders in Romanian or in English, can be transmitted with electronic signature also to the e-mail address secretariat@conted.ro.

The mailing ballots shall be taken into account if they are registered within the company until 19.04.2018, 10 o’clock. The mailing ballots which do not meet the deadline mentioned above or the procedure established by the corporate board shall be considered null. The centralization, verification and the record keeping of the mailing ballots and of the special powers of attorney shall be performed by a committee assigned by the corporate board.   

The members of this committee shall securely store the documents and shall ensure the confidentiality of the votes transmitted until the subjecting to vote of every resolution on the agenda.  

The informative documents and materials regarding the subjects found on the agenda of the Ordinary General Meeting, as well as the decision projects for the points from the agenda, the mailing ballots and special power of attorney forms for the representation within the Ordinary General Meeting shall be provided to the shareholders starting with 21.03.2018 at the company’s secretariat and on the website: www.conted.ro.

For additional information you may contact the company using the phone number 0231610067 inside 106.

Chairman of the Board of Directors,

Eng. Manole Popa

 



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