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Wednesday, December 12, 2018 
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CONTED SA - CNTE

Notice of OGSM 2019, 10th of January

Release Date: 11/27/2018 8:28:53 AM

IRIS Code: 66C5B

 

Current Report

According to C.N.V.M. Regulation no. 5/2018

 

Report date: 27.11.2018

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

 

          The Board of Directors of S.C. CONTED S.A. Dorohoi, meeting in the sitting of 26.11.2018, at 10:00, in accordance with art. 117 of Law no. 31/1990, republished, with the provisions of Law 297/2004 regarding the capital market, as subsequently amended and supplemented, with the provisions of Law 24/2017 on Issuers of Financial Instruments and Market Operations, with the provisions of Regulation 5/2018 of the Financial Supervision Authority on issuers of financial instruments and market operations, as well as with the provisions of the Company's Articles of Incorporation, has decided the Convening of the Ordinary General Meeting of Shareholders S.C. CONTED S.A., according to the following convocation:

          THE BOARD OF DIRECTORS of S.C. CONTED S.A. DOROHOI, with headquarters in Dorohoi, str. 1 December, no. 8, Botosani County, registered at the Trade Registry under number J07/107/1991, having the Tax Identification Number RO622445, convenes the Ordinary General Meeting of Shareholders for 10.01.2019, at 10 o’clock.

          The Ordinary General Meeting works shall be performed in Dorohoi, str. 1 December, no. 8, Botosani County. Only the shareholders registered in the shareholders’ Registry at the end of 27.12.2018, established as a reference date, shall have the right to participate and vote within the General Meeting of the Shareholders.

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

1. Approval of the resignations of the members of the Board of Directors and election of a new Board of Directors composed of 3 directors, for a four-year mandate and conclusion of the mandate-management contract with the elected administrators.

2. Approval of the administrators' discharge: Popa Manole, Pujin Nelu, Negreanu Valeria and Negreanu Laurentiu.

3. Approval of the date of 30.01.2019 as the registration date and the date of 29.01.2019 as an ex-date.

4. Mandate of Mr. Popa Manole, with the identification data (personal data), to sign on behalf of all shareholders of the Company the Decision of the Ordinary General Meeting of Shareholders to be adopted.

5. Approval of the authorization of Mr. Popa Manole, with identification data (personal data), to perform all the necessary formalities for the registration of the Ordinary General Shareholders' Orders.

If the validity conditions are not met at the first convening, the Ordinary General Meeting shall be convened for 12.01.2019, with the same agenda, hour and place of the Meeting.

       Starting 10.12.2018, the list of information on the name, place of residence and professional qualification of the persons proposed for the position of administrator is available to the shareholders at the company's headquarters and on the website www.conted.ro can be consulted completed by them.

          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. 

          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, Botosani County by courier services or by electronic means to the e-mail address secretariat@conted.ro, no later than 20 December 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 24.12.2018, 15 o’clock.

          Proposals for candidates for the post of Administrator can be made by 21.12.2018 (deadline) at S.C. CONTED S.A. from Dorohoi, str.1 Decembrie, nr. 8, Botosani County by courier services or by electronic means at e-mail secretariat@conted.ro.

          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, Botosani County. 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, Botosani County, up to no later than 08.01.2019, 10 o’clock, in a closed envelope, with the clear and capitalized inscription: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 10/12 JANUARY 2019”.

          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, Botosani County, 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 08.01.2019,  at 10 o’clock, in a closed envelope with the clear and capitalized inscription:“MAILING VOTE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 10/12 JANUARY 2019”;

          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 08.01.2019, 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 10.12.2018 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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