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ELECTROARGES SA CURTEA DE ARGES - ELGS

Notice of ESGM of 11/12.12.2017 - English version

Release Date: 10/31/2017 11:54:57 AM

IRIS Code: D3652

Translation from Romanian

 

ELECTROARGES S.A.

ARGIS       CURTEA DE ARGES, str. Albesti, nr. 12, Judet Arges, ROMANIA

Tel. 0248724000, fax  0248724004

Share capital 6,976,465.00 lei, subscribed and fully paid; nominal value per share 0.10 lei.

Registered in Arges Trade Register with No. J03/758/1991;

Tax Code: 156027.

 

FOR THE ATTENTION OF

THE FINANCIAL REGULATOR -

THE FINANCIAL INTRUMENTS AND INVESTMENT SECTOR

Fax: 021 6596051/6596414; and

- B.V.B. SA Bucuresti  - Main Market, Issuers Depart.

 

Current report in accordance with: Annex 29 of CNVM Regulation no. 1/2006

Report date: 27.10.2017

Issuer's name: SC ELECTROARGES SA, BVB code: elgs

Registered office: Curtea de Arges, str. Albesti , nr. 12, jud. Arges

Telephone/fax number: 0248724000/0248724004

Trade Register Registration Code: RO156027

Trade Register Registration Number: J03/758/1991

Share capital subscribed and paid:  6,976,465 lei

Regulated Market trading the issued securities: BVB (Bucharest Stock Exchange) - main    

market, standard category

I)           Important events to report.

a) Changes in the control of the trading company.

Not the case:

b) Other events:

 

          Following the Electroarges SA’s Board of Directors’ Decision no. 216/27.10.2017, the Board of Directors informs the capital market regulators, shareholders and potential investors regarding the Summons of the Extraordinary General Meeting of Shareholders on 11.12.2017 on the first summons, respectively 12.12.2017 on the second summons. The AGEA meeting will be held at the Company’s registered office in Curtea de Arges, str. Albesti , nr. 12, jud. Arges, starting at 10 o’clock. 

We present below the full text of the Summons which shall be published on the website www.electroarges.ro and reported to BVB SA and ASF-SIIF:

SUMMONS

ELECTROARGES SA, with the registered office in Curtea de Arges, str. Albesti nr. 12, jud. Arges, registered in the Trade Register with no. J03/758/20.06.1991, Tax Registration Code: RO 156027, by the Board of Directors, in compliance with the provisions of Law no. 31/1990 on companies, Law no. 297/2004 on the capital market, the ASF Regulations for its application and the provisions of the ELECTROARGES SA’s Constitutive Act, summons the Extraordinary General Meeting of Shareholders on 11.12.2017, 10.00 o'clock, at the company's registered office in Curtea de Arges, str. Albesti nr. 12, jud. Arges.

All shareholders nominally registered in the Shareholders’ Register held by Depozitarul Central SA Bucuresti at the end of 22.11.2017, which is the date of reference, have the right to attend and vote in the extraordinary general meetings.

If the legal conditions of quorum for the Extraordinary General Meeting of Shareholders to be held are not met on the first summons, the meeting shall be summoned on 12.12.2017, 10.00 o'clock, at the company's registered office in Curtea de Arges, str. Albesti nr. 12, jud. Arges.

 

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS has the following 

AGENDA: 

1. Approval by the Company of a program to redeem its own shares ("the Program") in compliance with the applicable legal provisions and having the following main characteristics: (i) Purpose of the program: according to the provisions of EC Regulation no. 2273/2003, the Company will redeem shares under the Program in order to reduce its share capital and to distribute free of charge to employees and members of the Company's management (administrators, directors), in order to make them loyal and reward them for the activity carried out within the Company, according to the performance criteria established by the Board of Directors; (ii) The maximum number of shares that can be redeemed: no more than 10% of the share capital, respectively 6,976,465 shares, out of which (1) a maximum of 65.00% of the redeemed shares, respectively a maximum of 4,535,000 shares will be redeemed in order to reduce the share capital by cancelling them, and (2) a maximum of 34.99% of the redeemed shares, respectively 2,441,465 shares, will be redeemed to be distributed free of charge to employees and members of the Company's management (administrators, directors). (iii) Minimum price per share: 0.5 lei. (iv) Maximum price per share: 2.5 lei. (v) Duration of the Program: maximum 12 months from the date of publication of the AGEA’s decision in the Official Gazette of Romania, Part IV. Along with the main features, the Program will include other requirements imposed by law and not listed above. Acquisition of the shares within the Program will take place through all the market operations allowed under the law, which may include public offers for purchase initiated by the Company, in compliance with the legal provisions. As the shares are acquired, they will be allocated proportionally for the two purposes of the Program, namely 65.00% for cancellation and 34.99% for distribution to employees and members of the Company's management (administrators, directors). For the implementation of the Program, the Board of Directors of Electroarges SA will be authorized to take all the necessary measures and to fulfill all the required formalities, in compliance with the above-mentioned requirements.

2. The approval as the registration date in accordance with the provisions of Article 86, Law 24 of 2017 and Article 5 of CNVM Regulation 6 of 2009 shall be 05.01.2018, ex-date to be on 04.01.2018.

3. The appointment of the Electroarges SA’s Board Secretary as the authorized person to take the necessary steps with Arges Trade Register, BVB, Notary Public’s Offices and whenever necessary for registering this decision and any other documents approved by the Extraordinary General Meeting of Shareholders.

Shareholders’ rights to attend the general meetings

Shareholders nominally registered in the Shareholders' Register held by the Depozitarul Central S.A. Bucuresti on the date of reference may personally attend the general meeting, by legal representatives (in the case of legal persons) or by a representative based on a Special Power of Attorney, or may vote by Absentee Ballot (by written form or by electronic means).

The access of the shareholders entitled to attend the general meeting of shareholders is allowed by the mere proof of their identity, made in the case of the natural person shareholders with the identity card or, in the case of legal persons and the represented legal person shareholders, with the Special Power of Attorney offered to the natural person representing them, in compliance with the applicable legal provisions and the provisions contained in this Summons.

In the case of legal person shareholders or entities without legal personality, the capacity of legal representative is established based on the list of shareholders from the date of reference, received from Depozitarul Central and the legal representative’s identity card. If, at the date of reference, the Shareholders' Register does not contain data on the legal representative’s status, this capacity shall be proved by a certificate issued by the Trade Register, submitted in original, or a certified true copy, issued no more than 30 days prior to the publication of the Summons of the general meeting of shareholders.

Shareholders who are not able of exercising their rights, as well as the legal persons, may be represented by their legal representatives, who in turn may authorize other persons.

Shareholders may be represented in the general meeting by other persons, based on a Special or General Power of Attorney.

Natural or legal person shareholders registered at the date of reference may be represented in the general meeting by persons other than the shareholders based on a Special Power of Attorney.

For this type of voting, the Special Power of Attorney forms must be used, which will be provided by the company's Board of Directors, or a General Power of Attorney, prepared in accordance with the Government Emergency Ordinance no. 90/2014 for amending and completing the Law no. 297/2004 on the capital market and the ASF Regulation no. 3/2015.

Shareholders who are legal persons or the entities without legal personality who attend  the general meeting by a person other than the legal representative, must use a Special or General Power of Attorney under the abovementioned conditions.

Special Power of Attorney forms will be available from November 3, 2017 at the company's registered office, and on the company's website, www.electroarges.ro, under "comunicates elgs" heading.

The shareholders will fill in and sign the Special Power of Attorney in three original copies: one for the shareholder, one for the representative and one for the company. The copy for the company, filled in and signed, shall be submitted personally or send:

- by any type of courier, in original, together with the accompanying documents at the company’s registered office in Curtea de Arges, str. Albesti nr. 12, jud. Arges, so that it could be registered with the company at least 48 hours before the general meeting of shareholders, until 09.12.2017, 10.00 o’clock, under the sanction of losing the voting right.

- by e-mail - with extended electronic signature incorporated according to the Law no. 455/2001 on the electronic signature at electroarges@electroarges.ro  at least 48 hours before the general meeting of the shareholders, until 09.12.2017, 10.00 o’clock, under the sanction of losing the voting right.

The company will accept a General Power of Attorney for attending and voting in the general meeting of shareholders, offered by a shareholder, as a client, to an intermediary defined according to art. 2 paragraph (1) section 14 of the Law no. 297/2004, as further amended and supplemented, or to an attorney, without requiring additional documents regarding the respective shareholder, if the General Power of Attorney complies with the provisions of art. 171 of CNVM Regulation no. 6/2009, as amended by the ASF Regulation no. 3/2015, is signed by the respective shareholder and is accompanied by a declaration on his/her own risk given by the intermediary’s legal representative or by the attorney who received the authorization by General Power of Attorney, from which results that:

(i) authorization is given by that shareholder as a client, to the intermediary or, as the case may be, to the attorney;

(ii) the General Power of Attorney is signed by the shareholder, including by attaching the extended electronic signature, if applicable.

The statement made by the intermediary’s legal representative or by the attorney who received the authorization by General Power of Attorney must be submitted in original at the company’s registered office, signed and, as the case may be, stamped, at the same time with the General Power of Attorney, no later than 48 hours prior to the general meeting of shareholders (09.12.2017, 10.00 o’clock), in case of first use.

Shareholders may offer a valid General Power of Attorney for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the general meeting of the company's shareholders, provided that the General Power of Attorney is offered by the shareholder, as a client, to an intermediary defined in accordance with art. 2 paragraph (1) section 14 of the Law no. 297/2004 or to an attorney.

Shareholders could not be represented in the general meeting of shareholders, based on a General Power of Attorney, by a person who is in a situation of conflict of interest in accordance with the provisions of art. 243 paragraph (6^4) of Law no. 297/2004, text introduced by the Government Emergency Ordinance no. 90/2014 for amending and completing the Law no. 297/2004 on the capital market.

General Power of Attorney forms are submitted to the company 48 hours before the general meeting (not later than 09.12.2017 at 10.00 o’clock), including the mention of certified true copy, with the representative’s signature.

Vote by correspondence

Shareholders have the opportunity to vote by correspondence before the general meeting of shareholders using the Absentee Ballot forms provided by the company.

The Absentee Ballot forms will be available at the company's registered office and on the company's website at www.electroarges.ro, under "comunicates elgs" heading.

Under the sanction of losing the voting right, the Absentee Ballot forms filled in and signed by the shareholders, together with all the accompanying documents, shall be submitted to the company’s registered office in Curtea de Arges, str. Albesti nr. 12, jud. Arges, to be registered until 09.12.2017, 10.00 o’clock, as follows:

(i) by any type of courier

- Absentee Ballot form in original, on paper;

(ii) by e-mail with extended electronic signature incorporated according to Law no. 455/2001 on the electronic signature, at electroarges@electroarges.ro.

The Absentee Ballot forms shall besubmitted together with the following documents:

(I) In the case of natural person shareholders, the forms must be accompanied by a copy of the identity card;

(ii) In the case of legal person shareholders, they must be accompanied by the documents certifying the entry of the information regarding the legal representative in the Depozitarul Central, as well as the copy of the legal representative’s identity card.

If the Shareholders’ Register (Depozitarul Central) does not contain data on the legal representative’s status, this capacity shall be proved by a certificate issued by the Trade Register, submitted in original or certified true copy, issued no more than 30 days before the date of publication of the Summons to the general meeting, which certifies the legal representative’s status.

In case the shareholder, who voted by correspondence, attends personally or by a representative at the general meeting, the vote by correspondence will be canceled. In this case, only the vote cast in person or by representative will be considered.

If the person who represents the shareholder by personal attendance in the general meeting is different from the one who voted by correspondence, then, for the validation of the vote, he will present in the meeting a written revocation of the vote by correspondence signed by the shareholder or by the representative who voted by correspondence. This is not necessary if the shareholder or his legal representative is attending the general meeting.

Shareholders' right to insert new items on the agenda of the general meeting and make proposals for decisions on items existing or proposed to be included on the agenda.

According to the provisions of art.117, index 1, paragraph 1 of Law no. 31/1990 and art.7 paragraph 1 of CNVM Regulation no. 6/2009, one or more shareholders representing, individually or together, at least 5% of the Company’s share capital, may ask the company’s Board of Directors to insert additional items on the agenda of the general meeting and/or present draft decisions for the items included or proposed to be included on the agenda of the general meeting.

The item(s) requested to be inserted on the agenda must be accompanied by a justification note and/or a draft decision to be adopted.

Proposals must be submitted and registered at the company’s office in Curtea de Arges, str. Albesti nr. 12, jud. Arges, by any type of courier, with acknowledgement of receipt, no later than 17.11.2017 at 10.00 o’clock, in original, signed and, if necessary, stamped by the shareholders or their legal representatives.

Shareholders' right to make enquiries on the agenda

Shareholders may ask the company questions through a written document to be submitted and registered at the company’s office in Curtea de Arges, str. Albesti nr. 12, jud. Arges, by any type of courier, with acknowledgement of receipt, no later than 04.12.2017 at 10.00 o’clock, in original, signed and, if necessary, stamped by the shareholders or their legal representatives.  

The document containing the enquiries must be accompanied by:

(i) In the case of natural person shareholders, the application must be accompanied by a copy of the identity card and the document stating their capacity as shareholders and the number of shares held, issued by the Depozitarul Central SA;

(ii) In the case of legal person shareholders, the application must be accompanied the document, issued by Depozitarul Central,  stating their capacity as shareholders and the number of shares held together with the documents proving the entry of the information regarding the legal representative at the Depozitarul Central, as well as copy of the legal representative’s identity card.

If the Shareholders’ Register (Depozitarul Central) does not contain data on the legal representative’s status, this capacity shall be proved by a certificate issued by the Trade Register, submitted in original or certified true copy, issued no more than 30 days before the date of publication of the Summons to the general meeting, which certifies the legal representative’s status.

The company may answer by posting the answer on the website www.electroarges.ro, under "comunicate elgs" heading or in the general meeting.

Documents related to the general meeting of shareholders

The draft decisions, the voting procedure and the Special Power of Attorney form, the Absentee Ballot form, the Board of Directors’ detailed proposal and other shareholders’ proposals that will be made under art. 117¹ of Law 31/1990R will be available from the company's registered office every working day, between 10.00-14.00 as of November 3, 2017, or information may be requested at the company's registered office. They will also be published on the web site www.electroarges.ro, under "comunicates elgs’’ heading.

 

ELECTROARGES SA

 

By the Chairman of the Board of Directors

 

Constantin Stefan

 

 



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