We, RTZ & Partners SPRL, with the registered office in Cluj-Napoca, Calea Turzii no. 74-76, Cluj County, were appointed as legal administrator of ROMCAB S.A., (in insolventa, in insolvency, en procedure collective), with the registered office in Targu Mures, 35 Voinicenilor Street, Mures County, VAT no. RO 7947193 and J26/764/1995 through the Decision of the meeting no. 26/2017 given on 20 February 2017 , in file no. 50/1371/2017, pending with the Specialized Court of Mures, Department of Bankruptcies. In this capacity, pursuant to the provisions of Law no. 85/2014 regarding the procedures to prevent insolvency and insolvency, present you with this:
NOTICE TO ATTEND
RTZ & PARTNERS SPRL, with the registered office in Cluj-Napoca, Calea Turzii, no. 74-76, 2nd floor, Cluj County, VAT no. RO 28531126, as legal administrator of the debtor ROMCAB SA, with the registered office in Romania, Targu Mures, 35 Voinicenilor Street, Mures County, VAT no. RO 7947193 and registration number with the Office of the Trade Register attached to Mures Court J26/764/1995, subscribed and paid share capital 23,465,165 RON
Pursuant to the provisions of the Decision of the meeting no. 26/2017, on the opening of the general insolvency procedure, given by the Specialized Court of Mures in File no. 50/1371/2017, the provisions of art. 53 paragraphs (1) - (2) and art. 54 of Law No. 85/2014, the provisions of Law no. 31/1990, republished, as amended et and supplemented, and the provisions of the Articles of Association updated on 28.11.2016 of ROMCAB SA, call the Ordinary General Assembly of the Shareholders of ROMCAB SA, on 27.03.2017, at 12.00, at the registered office of the company ROMCAB SA Targu Mures, 35 Voinicenilor Street, Mures County, for all shareholders registered in the Register of Shareholders on 17.03.2017, with the following agenda:
1. Appointment of the SPECIAL ADMINISTRATOR;
2. Approval of the remuneration of the special administrator appointed;
3. Authorization of the appointed special administrator to perform all legal steps for the formalities in relation to the Office of the Trade Register attached to the Mures Court, on the mention of his appointment.
4. Approval of the registration date identifying the shareholders who will benefit from rights and who shall bear the effects of the decisions of the General Assembly of the Shareholders on 14.04.2017.
If the General Assembly is not statutory on 27.03.2017, it is convened on 28.03.2017, at the same time, in the same place and with the same agenda.
We mention that according to the provisions of art. 53 paragraph 2 of Law 85/2014 "If the meeting of the partners / shareholders / members, called together based on paragraph (1), does not appoint a special administrator, the debtor will be withdrawn the right of management, if it has not been withdrawn already, and the debtor, respectively the partners/ shareholders / members are deprived of their rights of the procedure and which are performed by the special administrator."
Also, we mention that the company will be deprived of the rights acknowledged in the favor of the special administrator according to the provisions of art. 56 of Law no. 85/2014, rights that may be exercised only by him, in case a special administrator is not appointed.
The registration date identifying the shareholders who will benefit from rights and who shall bear the effects of the decisions of the General Assembly of the Shareholders on 14.04.2017.
(1) One or several shareholders representing individually or jointly at least 5% of the share capital, shall be entitled:
i) to introduce items on the agenda of the General Assembly of the Shareholders, on the condition that each point shall be accompanied by a justification or a decision draft proposed to be adopted by the General Assembly of the Shareholders; and
ii) to present decision drafts for the points included or proposed to be included on the agenda of the General Assembly;
(2) The rights referred to in paragraph (1) may only be exercised in writing and the documents will be submitted at the registered office of the company, in Tirgu-Mures, 35 Voinicenilor Street, or delivered by registered letter with acknowledgment of receipt / courier, in a sealed envelope, so that to be recorded as received at the registry of the Company until 10.03.2017, 17:00, mentioning clearly on the envelope "For the Ordinary General Assembly of the Shareholders of 27/28.03.2017."
(3) The shareholders may exercise their rights provided for in paragraph 1 letter i) and ii) no later than 15 calendar days from the date of publication of the convocation, i.e. until 10.03.2017, 17.00.
(4) Each shareholder has the right to ask questions related to the items on the agenda of the General Assembly of the Shareholders and the company will respond to the questions addressed by the shareholders directly or on the company's website www.romcab.ro.
The questions will be submitted in a sealed envelope at the company’s registered office or will be sent by courier or by electronic means to the e-mail, firstname.lastname@example.org.
The shareholders may participate in the Ordinary and Extraordinary General Assembly, in person or through representatives, based on a special or general power of attorney.
The shareholder may give the power of attorney both to an individual and a legal entity.
The special power of attorney can be granted to any person for representation in one general assembly and it includes specific vote instructions of the issuing shareholder.
The special power of attorney forms for the representatives in the Ordinary General Assembly of the Shareholders are made available to the shareholders by the company with effect from 23.02.2017, on the website of S.C. Romcab SA www.romcab.ro section Actionariat AGOA-2017-27 / 28.03.2017- Procura speciala.
After filling in and signing an original counterpart, accompanied by a copy of the shareholder’s identity document or his legal representative's ID, this will be filed / sent by mail at the registered office of Romcab S.A., until 24.03.2017, 17.00. http://www.romcab.ro/
The shareholders have the possibility of sending the special power of attorney through electronic means, in writing, respectively by e-mail at the address email@example.com , until 24.03.2017, 17:00, provided that it contains the shareholder's extended electronic signature.
The special power of attorney sent electronically, with the extended electronic signature incorporated, will be handed to the company in original on the day of the General Assembly of the Shareholders.
The revocation of the mandate granted by special or general power of attorney by the shareholders may be sent the same way, respectively by e-mail at firstname.lastname@example.org with the condition that it contains the extended electronic signature of the shareholder.
The general power of attorney can be given by the shareholder for a period not exceeding 3 years and it will allow the authorized person to vote all issues debated by the general assemblies of the shareholders, on the condition that the power of attorney is given by a shareholder, as client, to one company for financial investment services authorized by CNVM, credit institutions authorized by the National Bank of Romania, pursuant to the applicable bank legislation, or a similar entity, authorized in member or non-member states to provide financial investment services, or a lawyer.
The company will accept a general power of attorney for the participation and voting in the General Assembly of the Shareholders given by the shareholder, as client, under the conditions mentioned above, without asking other additional documents related to the said shareholder, if the general power of attorney complies with the provisions of Regulation no. 6/2009 CNVM (art. 15^1), is signed by the said shareholder and is accompanied by a statement on own responsibility given by the legal representative of the intermediary or the lawyer who received the representation power of attorney through the general power of attorney, which shall provide that:
a) the authorization is given by that shareholder, as customer, to the intermediary or where appropriate, to the lawyer;
b) the general power of attorney is signed by the shareholder, including enclosure of extended electronic signature, if necessary.
The statement mentioned at letter b) should be submitted to the company in original, signed and where appropriate, stamped, without further formalities related to its form.
The statement will be submitted to the company with general power of attorney.
The general power of attorney, if used for the first time, will be submitted / mailed, in copy, including the mention of compliance with the original, accompanied by a copy of the identity document of the shareholder or his legal representative, at the registered office of the company Romcab S.A., until 24.03.2017, 17.00.
The shareholders have the possibility of expressing their vote on the issues on the agenda by mail, by completing, singing and sending by mail the original voting form by correspondence, made available by the company, to the registered office of the company.
The vote by mail will be submitted in original at the company's registered office until 24.03.2017, 17:00, it will be signed by the shareholder or by his legal representative and it will be accompanied by a copy of the identity document in the case of shareholders individuals or a copy of the documents that certify the quality of representative of the shareholder, legal entity.
The vote by correspondence form will be made available to the shareholders on the company's website as of 23.02.2017.
All shareholders recorded with the Central Depository on the reference date 17.03.2017 have the right to participate in the Ordinary General Assembly of the Shareholders.
The access of the shareholders having the right to participate in the Ordinary General Assembly of the Shareholders will be allowed following the verification of their identity, made in the case of shareholders individuals, based on their identity document (identity card, passport for foreign citizens) or in the case of legal entities and shareholders, individuals represented, based on the power of attorney given to the representatives.
The informative materials regarding the items on the agenda and the draft resolutions will be available on the company’s websitewww.romcab.ro, section Actionariat, as of 23.02.2017.
The additional information may be obtained at the registered office of the company Romcab SA or legal administrator.
RTZ & PARTNERS SPRL