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CONTED SA - CNTE

Notice of ESGM 31st OCT 2017

Release Date: 9/21/2017 9:32:10 AM

IRIS Code: 4A0B7

 

Current Report

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

Report date: 21.09.2017

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

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

Trade Registry Number: J07.107.1991

Unique Registration Code: 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

 

The Corporate Board of S.C. CONTED S.A. Dorohoi, gathered on the occasion of the session held on 20.09.2017, decided the Convening of S.C. CONTED S.A Extraordinary General Assembly 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 Unique Registration Code RO622445, convenes the Extraordinary General Assembly of Shareholders for 31.10.2017, at 10 o’clock. The General Assembly 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 19.10.2017, established as a reference date, shall have the right to participate and vote within the General Assembly of the Shareholders.

The convening is performed according to the provisions of Law no. 31/1990, of the Articles of Incorporation, of Law no. 297/2004 regarding the capital market and of Law no. 24/2017 on issuers of financial instruments and market operations.

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

1. The approval of the amendment concerning article 5 from the Company's Articles of Incorporation by extending the secondary scope of business to which the following NACE codes are added, proposed by the members of the board of directors.

    5.2. The Company’s secondary activities:

1310

Preparation and spinning of textile fibres

1320

Weaving of textiles

1330

Finishing of textiles

1391

Manufacture of knitted or crocheted fabrics

1392

Manufacture of textile articles, except apparel and underwear 

1393

Manufacture of carpets and rugs

1395

Manufacture of nonwovens and articles made of nonwovens, except apparel

1396

Manufacture of other technical and industrial textiles

1399

Manufacture of other textiles n.e.c.

1414

Manufacture of underwear

1431

Manufacture of knitted or crocheted hosiery and haberdashery articles

1439

Manufacture of other knitted or crocheted apparel

1512

Manufacture of luggage, handbags and harness articles

2060

Manufacture of man-made fibers

3101

Manufacture of office and shop furniture

3102

Manufacture of kitchen furniture

3103

Manufacture of mattresses

3109

Manufacture of other furniture n.e.c.

4613

Agents involved in the sale of timber and building materials

4615

Agents involved in the sale of furniture, household goods, hardware and ironmongery

4624

Wholesale of hides, skins and leather

4643

Wholesale of electrical household appliances

4644

Wholesale of china, glassware and cleaning products

4647

Wholesale of furniture, carpets and lighting equipment

4649

Wholesale of other household goods

4651

Wholesale of computers, computer peripheral equipment and software

4652

Wholesale of electronic and telecommunications equipment and parts

4665

Wholesale of office furniture

4666

Wholesale of other office machinery and equipment

4669

Wholesale of other machinery and equipment

4673

Wholesale of wood, construction materials and sanitary equipment

4674

Wholesale of hardware, plumbing and heating equipment and supplies

4741

Retail sale of computers, peripheral units and software in specialised stores

4742

Retail sale of telecommunications equipment in specialised stores

4764

Retail sale of sporting equipment in specialised stores

4772

Retail sale of footwear and leather goods in specialised stores

4791

Retail sale via mail-order houses or via Internet

5510

Hotels and similar accommodation

5821

Publishing of computer games

5829

Other software publishing

6201

Computer programming activities (customer-oriented software)

6202

Computer consultancy activities

6203

Computer facilities management activities

6209

Other services concerning the information technology

6311

Data processing, hosting and related activities

6312

Web portals activities

6910

Legal activities

6920

Accounting, bookkeeping and auditing activities; tax consultancy

7022

Business and other management consultancy activities

7311

Advertising agencies activities

7312

Media representation services

7733

Renting and leasing of office machinery and equipment (including computers)

7810

Activities of employment placement agencies

7820

Temporary employment agency activities

7830

Human resources supply and management services  provision

8610

Hospital activities

8621

General medical practice activities

8622

Specialised medical practice activities

8623

Dental practice activities

8690

Other human health activities

8710

Residential nursing care activities

8720

Residential care activities for mental recovery and substance abuse, excluding hospitals

8730

Residential care activities for the elderly and disabled people

8790

Other social work activities, including accommodation n.e.c.  

8810

Social work activities without accommodation for the elderly and disabled people

8891

Children daily care activities

8899

Other social work activities without accommodation n.e.c.

9411

Activities of business and employers' organisations

9412

Activities of professional membership organisations

9511

Repair of computers and peripheral equipment

9512

Repair of communication equipment

9521

Repair of electronic household appliances

9522

Repair of household appliances and home and garden equipment

9523

Repair of footwear and leather goods

9524

Repair of furniture and home furnishings

9529

Repair of other personal and household goods n.e.c.

9601

Washing and (dry-)cleaning of textile and fur products

9602

Hairdressing and other beauty activities

9604

Physical well-being activities

9609

Other personal service activities n.e.c.

 

 2. The approval of the Board of Directors' proposal, according to which the registration date for the shareholders being subject to the General Assembly decisions should be on 15.11.2017, respectively the ex - date 14.11.2017.

 3. The approval of the power of attorney concerning Eng. Popa Manole, as Chairman of the Board of Directors in order to sign, on behalf of the shareholders, the Extraordinary General Assembly of Shareholders' decisions, the updated Articles of Incorporation and any other documents related to these ones and to perform all the formalities needed in order to register the Extraordinary General Assembly of Shareholders' decisions at the Trade Registry Office attached to Botosani Court, for which the latter may empower third parties, including the legal adviser of the company. 

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 Assembly agenda, provided that every point be accompanied by a justification or by a decision project proposed for adoption by the General Assembly and to present decision projects for the points included or proposed to be included on the agenda of the Assembly. 

          The proposals regarding the introduction of new points on the General Assembly 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 09.10.2017, 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 16.10.2017, 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 Assembly. 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 assembly, 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 Assembly 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 Assembly 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 14 from Law no. 297/2004 or to a lawyer.

The shareholders cannot be represented inside the General Assembly of Shareholders on the ground of a general power of attorney, by a person who is found in a conflict of interest situation, according to the provisions of art. 243, paragraph (64) from law no. 297/2004, text inserted by the Government Emergency Ordinance no. 90/2014 for the modification and amendment of Law no. 297/2004.

The powers of attorney for representing the shareholders inside the Extraordinary General Assembly, 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 27.10.2017, 10 o’clock, in a closed envelope, with the clear and capitalized inscription: “FOR THE EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS FROM 31 OCTOBER 2017”. 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 27.10.2017,  at 10 o’clock, in a closed envelope with the clear and capitalized inscription: “MAILING VOTE FOR THE EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS  FROM 31 OCTOBER 2017”;

            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 27.10.2017, 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 Extraordinary General Assembly, 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 Extraordinary General Assembly shall be provided to the shareholders starting with 29.09.2017 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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