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TRANSILVANIA CONSTRUCTII SA - COTR

Notice of OGSM november 6th 2017

Release Date: 10/2/2017 2:40:33 PM

IRIS Code: F45B3

CURRENT REPORT

 

AS PER 02.10.2017

 

Date of report: 02.10.2017

SC TRANSILVANIA CONSTRUCTII SA

47 Taietura Turcului Street, 3rd floor,  Cluj-Napoca

Market where securities are traded: Bucharest Stock Exchange category: standard

Tax code: RO 199044

Subscribed and paid up share capital: RON 26,391,783

Reg. no. with the Trade Register: J12/8/1991

 

NOTICE TO ATTEND THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

 

THE BOARD OF DIRECTORS OF SC TRANSILVANIA CONSTRUCTII SA

Registered with the Trade Register under number J12/8/1991, Tax Code: 199044, subscribed and paid up share capital: RON 26.391.783, with headquarters in Cluj Napoca, str Taietura Turcului, nr 47, etaj 3,  met on 02.10.2017 at the company’s headquarters:

 

CONVENES

 

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS, pursuant to art. 111 of Law no. 31 /1990, at the company headquarters, for November 6th, 2017, at 12 P.M., for all shareholders registered with the Register of Shareholders operated by Depozitarul Central SA, at the end of October 26th, 2017, set as reference date with the following agenda:

1.The approval of dividend distribution, from the net profit of previous years, remained undistributed.
The total value of distributed dividends is RON 1,319,589.15  , the gross dividend / share being of  RON 1.65

2. Approval of November 23th, 2017 as registration date.

3. Granting of powers to an individual for publishing decisions in the Official Journal, signing documents and conducting the necessary registrations to the Trade Register Officer and other competent institutions.

4. The approval of November 22th, 2017 as Ex Date.

5. The approval of December 14th, 2017 as  payment date for the dividends.

 

All the shareholders registered with the Register of Shareholders operated by Depozitarul Central SA are entitled to participate and vote at the OGMS, at the end of October 26th, 2017, established as a reference date.

The shareholders can participate and vote at the OGMS individually or through representatives under the law, with a special power of attorney in Romanian or English. The shareholders can be represented as well by persons other than the company’s shareholders. The special powers of attorney both in Romanian and English can be obtained starting from October 05th, 2017 at the company’s headquarters or from the company’s web site www.transilvaniaconstructii.ro  and shall be submitted at the company’s headquarters, in Romanian or English, or via e-mail sent to the address office@transilvaniaconstructii.ro by November 03th, 2017,  12 P.M..

 

The shareholders may grant a general power of attorney valid for a period of time not exceeding 3 years which allows the appointed representative to vote in all the issues discussed by the Company’s General Meeting of Shareholders including deeds of settlement, provided that the general power of attorney is granted by the shareholder in the capacity of client to a defined intermediary in compliance with art. 2, paragraph (1), point 14 of Law 297/2004 or to a lawyer.

 

The shareholders cannot be represented at the General Meeting of Shareholders based on a general power of attorney granted by a person subject to a conflict of interest in compliance with the provisions of Art. 243 paragraph 6.4, text included by the GEO no. 90/2014 to amend and complement the Law 297/2004 on capital market.

Before their first use, the general powers of attorney, shall be submitted to the company with 48 hours prior to the General Meeting in copy, and shall contain the words: certified true copy, and the representative’s signature. The company shall keep the certified copies of the powers of attorney and shall mention in the minutes of the OGMS.

 

One or more shareholders representing individually or together at least 5% of the share capital will have the right:

-to introduce, by a written request, items to the agenda of the OGMS within no more than 15 days from the date of publication concerning the convening, that is October 23th, 2017, under the condition that each item is accompanied by justification or by a draft resolution proposed for adoption by the OGMS.

-to present in writing draft resolutions for the items included or proposed to be included in the agenda of the OGMS, no later than October 23th, 2017.

Each shareholder has the right to ask questions in writing concerning the items of the OGMS’s agenda by the date of the meeting and shall receive answers at the OGMS.

 

Starting from October 05th, 2017, the notice to attend the OGMS (both in Romanian and English), the information materials about the problems included in the OGMS’s agenda (both in Romanian and English), the draft resolution (both in Romanian and English), the mail-in ballot (both in Romanian and English) can be consulted and obtained, from Monday to Friday, between 10 A.M. -1 P.M., at the company’s headquarters or may be accessed at the company’s web site www.transilvaniaconstructii.ro.

The shareholders registered with the Register of Shareholders on the reference date can cast and send their vote concerning the items included in the OGMS’s agenda as well by correspondence (in compliance with the procedure), by courier, in writing, so as to be received by the date and time of the OGMS, that is by November 06th, 2017, 12 P.M. The mail-in ballot may be filled either in Romanian or in English.

If the conditions of validity have not been met at the first meeting, the second meeting of OGMS shall be convened for November 07th, 2017, with the same agenda, for the same time and at the same address.

 

Sincerely yours,

 

General Manager

     Timofte Andrei Iancu

 



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