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ELECTROPRECIZIA SA Sacele - ELZY

Notice of OGSM 27(28).04.2017

Release Date: 3/16/2017 12:24:59 PM

IRIS Code: BA375

To: Financial Supervisory Authorith

     Bucharest Stock Exchange

 

CURRENT REPORT

Persuant to Regulation CNVM no.1/2006

 

Report date: 16.03.2017

Issuing Company: ELECTROPRECIZIA S.A.

Headquarters: Sacele, Parcului street no.18, Brasov county;

Phone: 0268/273775

Vat number: RO1128645

Subscribed and paid up share capital: 42.488.201,70 lei;

Number of shares: 5.245.457

The regulated market for transactions: Bucharest Stock Excange: ATS AeRO, ELZY symbol.

                                                                                               

CONVENING NOTICE

            ORDINARY GENERAL MEETING OF SHAREHOLDERS

        April 27, 2017 / April 28, 2017

 

In accordance with the provisions of art. 111 and art. 117 of Law no. 31/1990 on companies, as subsequently amended, of Law no. 297/2004 on the capital market, of the Romanian National Securities Commission (NSC) Regulation no. 1/2006 on issuers and securities operations, of NSC Regulation no. 6/2009 on the exercise of certain rights in the general meetings of shareholders, and pursuant to the Articles of Incorporation, the Board of Directors of SC ELECTROPRECIZIA S.A. with its office in the municipality of Sacele, str. Parcului nr.18, Brasov County, post code 505600, registered with the Trade Register attached to the District Court of Brasov under number J08/56/1991, with Company Number 1128645, convenes the Ordinary General Meeting of Shareholders on April 27, 2017, which will take place at the company's headquarters located in the municipality of Sacele, str. Parcului nr.18, Brasov County, at 14.00.  All the shareholders registered in the Shareholders Register held by Depozitarul Central S.A. until the end of the day, April 14, 2017, set as reference date, are entitled to vote at and attend the Ordinary General Meeting of Shareholders.

 

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

1.      Discussing and approving the annual statutory and consolidated financial statements, namely the balance sheet, profit and loss statement, statement of changes in equity, cash flow statement, informative data, statement of fixed assets and the explanatory notes to the financial statements prepared for the financial year 2016, based on reports presented by the Board of Directors and the Financial Auditor.

2.      Approval of the company directors’ discharge for the work they performed during the financial year 2016, based on the presented reports.

3.      Discussing and approving the budget of revenues and expenditures for the financial year 2017.

4.      Presentation and submission for approval of the budget of revenues and expenditures for the financial year 2017.

5.      Approval of the distribution of net profit earned during the financial year 2016 and establishment of the gross dividend per share.

6.      Approval of May 31, 2017 as the date of registration and identification of the shareholders who shall be affected by the decision of the ordinary general meeting of shareholders, in accordance with provisions of article 238 of Law no. 297/2004 on capital markets.

7.      Setting the date of May 30, 2017 as the "ex date", namely the date prior to the registration date when the financial instruments that are subject to the decisions of corporate bodies are traded without the rights derived from the decision in accordance with Art. 2 letter f) of Regulation No. 6/2009 on the exercise of certain rights of shareholders in general meetings of trading companies, as amended and supplemented by Regulation no.13/2014 amending and supplementing certain regulations issued by the National Securities Commission (hereinafter referred to as the NSC Regulation no. 6/2009).

8.      Setting the date of June 16, 2017 as the date of dividend payment in accordance with the provisions of Article 129, index 3, of NSC Regulation No.1 / 2006 and empowering the Board of Directors to appoint the paying agent.

9.      Authorizing the Chairman of the Board of Directors, Mr. Economist Adrian Secelean to sign the OGMS decisions on behalf and for all the shareholders present at the meeting.

10.  Authorizing the Chairman of the Board of Directors, Mr. Economist Adrian Secelean to complete, in person or through an agent, all procedures for the registration of OGMS decisions with the Trade Register Office attached to the District Court of Brasov and publication in the Official Journal of Romania, Part IV.A.

 

  (1)  One or more shareholders representing, individually or together, at least 5% of the share capital are entitled to:

a) include items on the agenda of the Ordinary General Meeting of Shareholders, provided that each such item is accompanied by a justification or a draft decision for adoption by the General Meeting of Shareholders;

b) present draft decisions for items included or suggested for the agenda of the General Meeting;

  (2)  The rights set forth in paragraph (1) may be exercised only in writing and the documents will be submitted in a sealed envelope at the company headquarters in the municipality of Sacele, str. Parcului nr.18, 505600, Brasov County, or sent by courier or via email to office@electroprecizia.ro, having the extended electronic signature attached, according to Law no. 455/2001 on the electronic signature, specifying at the subject: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”.

   (3) Shareholders can exercise their rights provided for in paragraph 1 letters a) and b) within a maximum of 15 calendar days from the date of publication of this convening notice.

      Each shareholder has the right to ask questions related to items on the agenda of the General Meeting of Shareholders and the company will respond to the questions asked by shareholders.

      The questions shall be submitted in a sealed envelope at the company’s headquarters in the municipality of Sacele, str. Parcului nr.18, 505600, Brasov County, or sent by courier or via email to office@electroprecizia.ro, having the extended electronic signature attached, specifying at the subject: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”, until April 25, 2017.

Shareholders may appoint their representative by electronic means as well; the notification of the appointment by electronic means may be submitted via e-mail at office@electroprecizia.ro having the extended electronic signature attached, according to Law no. 455/2001 on the electronic signature.

Shareholders may vote on the items on the agenda by correspondence as well, and the voting form, duly completed and signed, shall be sent in a sealed envelope at the company's headquarters located in the municipality of Sacele, str. Parcului nr.18, 505600, Brasov County at the latest on April 25, 2017, until 14.00, specifying on the envelope, clearly written with capital letters: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”.

The voting form can also be sent via email to office@electroprecizia.ro, having the extended electronic signature attached, according to Law no. 455/2001 on the electronic signature, specifying at the subject: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”.

The vote by correspondence can be sent by a representative only if they have received from the shareholder they represent a special/general power of attorney which is submitted to the issuer in accordance with art. 243. 6 ind. 3 of Law no. 297/2004 on the capital market, as subsequently amended and supplemented.

The special power forms to be used to vote by proxy and the forms to be used to vote by correspondence shall be made available to shareholders, both in Romanian and in English and will be available at the company office from the municipality of Sacele, str. Parcului nr.18, 505600, Brasov County, during business days between 10.00 and 16.00, with effect from March 24, 2017 and on the website of the company: www.electroprecizia.ro - category RELATIONS WITH INVESTORS.

The special power of attorney and the forms for vote by correspondence shall be submitted, in original copy either in Romanian or English, to the company office from the municipality of Sacele, str. Parcului nr.18, Brasov County, CP 505600 or sent by fast courier or mail with acknowledgement of receipt until April 25, 2017, at 14:00, specifying on the envelope, clearly written with capital letters: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”.

 

A copy shall be handed to the representative, one shall remain at the company and one copy shall remain at the shareholder.

When filling in the special powers of attorney and forms for vote by correspondence, one shall take into account there is the possibility to add new items to the agenda of the General Meeting of Shareholders. In this case, the updated powers of attorney and the voting forms in Romanian and English are available at the company office and on the company website www.electroprecizia.ro, category „ Relations with investors”, Section „Powers of attorney for the General Meeting of the Shareholders” as from the date when the new agenda is published.

If new items are added on the agenda and the shareholders don’t send the special power of attorney and/or the forms for vote by correspondence, the special powers of attorney and the forms for vote by correspondence sent previous to the update of the agenda shall be taken into consideration only for the items that are found on the initial agenda.

       Shareholders may attend in person or they can be represented in the General Meetings of Shareholders, either by their legal representatives, or by other representatives who have been granted a special power of attorney or general power of attorney, pursuant to art. 243 of Law no. 297/2004, on the capital market. The shareholders entitled to attend the Ordinary General Meeting of Shareholders are granted access if they simply prove their identity, in the case of individual shareholders, with an ID card, or in the case of legal entities and individual shareholders who are represented, with a general power of attorney granted to the natural persons that represents them.

      Shareholders may grant a power of attorney generally valid for a period not to exceed three years, allowing the appointed representative to vote on all issues under discussion in the general meetings of company shareholders, provided that the power of attorney to be granted by the shareholder, as client, to an intermediary, defined in conformity with Art. 2 paragraph (1), section 14 of Law no. 297/2004 on the capital market, or to a lawyer.

Shareholders cannot be represented at the general meeting of shareholders on the basis of a general power of attorney, by a person who has a conflict of interest, in accordance with Art. 243 paragraph 6 ind. 4 of Law no. 297/2004 on the capital market, text introduced by GEO no. 90/2014 to amend and supplement Law no. 297/2004 on the capital market.

Copies of the general powers of attorney shall be submitted to the Company 48 hours before the General Meeting, namely until April 25, 2017, 14:00. These copies shall contain the mention that they are certified true copies of the original and contain the signatures of the representatives. The powers of attorney can also be sent via email to office@electroprecizia.ro, having the extended electronic signature attached, according to Law no. 455/2001 on the electronic signature, specifying at the subject: „FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28 April, 2017”,

          The quality of shareholder, as well as for the legal entity shareholder, the quality of legal representative is determined based on the list of Company's shareholders dated with the reference/registration date, received from Depozitarul Central S.A. or, as applicable, for different dates than the reference / registration date, based on the following documents submitted to the issuer by the shareholder, issued by the Central Depositary, or by the participants defined in Art. 168 par. (1) b) of Law no. 297/2004, as further amended and supplemented, which provides custody services:

a)  Account statement certifying the quality of shareholder and the number of shares they have;

b) Documents certifying the registration of the information on the legal representative at the Central Depositary/ those participants.

            The documents certifying the quality of legal representative drafted in a foreign language other than English must be accompanied by a translation made by a sworn translator into Romanian or English.

            The above-mentioned identification requirements shall apply correspondingly to certify the quality of legal representative of the shareholder proposing the introduction of new items on the agenda of the general meetings of shareholders or asking questions to the issuer regarding items on the agenda of the general meetings of shareholders.

            According to art. 14 paragraph 4) of NSC Regulation no. 6/2009, a shareholder may appoint only one person to represent them at a general meeting. However, if a shareholder has shares of a trading company in several securities accounts, this restriction will not prevent them from appointing a separate representative for the shares held in each securities account for a certain general meeting. This provision is without prejudice to paragraph (5) art. 14 of NSC Regulation no. 6/2009.

            According to article 14, paragraph 4, ind. 1 of NSC Regulation no. 6/2009, a shareholder may appoint by power of attorney one or more alternate representatives to make sure they shall have a representative in the general meeting, if the representative appointed according to article 14, par. (4) NSC Regulation no. 6/2009 is not able to fulfil their mandate. If through the power of attorney are appointed several alternate representatives, the order in which they exercise their mandate shall also be specified.

The documents and information as well as draft decisions regarding items on the agenda of the Ordinary General Meeting of Shareholders will be available for the shareholders, both in Romanian and English language, at the company's headquarters located in the municipality of Sacele, str. Parcului nr.18, 505600, Brasov County, during business days between 08.00 and 16.15, with effect from March 24, 2017 and on the website of the company: www.electroprecizia.ro - category RELATIONSHIPS WITH INVESTORS.

According to Article 9.1 of the company's Articles of Association, updated and amended by the of EGM Decision No.1 dated November 27, 2015, each share subscribed and paid by shareholders grants them the right to the vote at the General Meeting of Shareholders.

In the event of failure to comply with the validity requirements at the first convocation, the next Ordinary General Meeting of Shareholders is convened on April 28, 2017, with the same agenda, time and venue.

 

            For any additional information please contact us by phone at 0268-273775, e-mail: office@electroprecizia.ro, daily between 10.00 and 14.00.

 

EXECUTIVE DIRECTOR

EC. ADRIAN SECELEAN

 

______________________

 

 

 

 

 

 

Drafted by C.J. N.Musca



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