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SOCIETATEA DE CONSTRUCTII NAPOCA SA - NAPO

Notice of EGSM 15/16 of March,2018

Release Date: 2/9/2018 11:37:55 AM

IRIS Code: E06C2

 

 

CURRENT REPORT

According to Law no. 24/2017 on Issuers of Financial Instruments and Market Operations

 

Date of report: 9th of february, 2018

Name of Issuer: Societatea de ConstructiiNapoca SA

Headquarters: ClujNapoca, Piata 1 Mai, nr. 1-2, jud. Cluj

Phone/fax: 0264 – 425.861;  0264 – 425.053

Trade Register Number: J 12/15/1991

Sole registration number with the Trade Register Office: RO 199117

Share capital: 6.231.454 lei

Regulated market on wich they are traded: Bucharest Stock Exchange

 

 

Signifiant events to be reported:

 

The Board of Directors of the SOCIETATEA DE CONSTRUCTII NAPOCA S.A., with the registered office located in Cluj-Napoca at no. 1-2, str. 1 Mai, Cluj county, registered with the Office of Trade Register under no. J12 / 15/1991, Tax Identification Code RO 199117, at its meeting on 8th of february, 2018  in accordance with the legal provisions and the provisions set forth in  the memorandum of association;

            Pursuant to Art. 117 of Law no. 31/1990, as subsequently amended and supplemented

 

CONVENES

The Extraordinary General Meeting of Shareholders of the Societatea de Constructii Napoca  SA,  for 15rd of March, 2018 at 10:00 am (first call) respectively or 16th of March, 2018 at the same time (on the second call), at the registered office of the company in Cluj Napoca, at no. 1-2 P-ta 1 Mai, for all shareholders registered in the Shareholders’ Register on the Reference Date 5th of March, 2018.

 

The AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS:

  1. Completing the object of activity of SOCIETATEA DE CONSTRUCTII NAPOCA S.A. with the secondary object of activity: 6621 – Activities of the insurance agents and brokers.

2.      To authorize Mr. Canta Danut-Dorel, the General Manager of the Societatea de Constructii Napoca SA, to sign the updated Consitutive Act.

  1. To approve the date of 3th of April, 2018 as "registration date", according to art. 86 from Law 24/2017 on Issuers of Financial Instruments and Market Operations.
  2. To approve the date of 2nd of April, 2018 as "ex-date", according to Law 24/2017 on Issuers of Financial Instruments and Market Operations.
  3. Authorizing a person to fulfill the legal formalities for the registration of the taken decision.

 

One or more shareholders holding, individually or together, at least 5% of the Company’s share capital, has/have the right to include new items on the agenda of the Extraordinary General Meetings of the Shareholders (each new item shall be submitted together with an explanation or a draft decision in order to be adopted in the EGMS) and to submit draft decisions for items included or to be included on the agenda of the Extraordinary General Meetings of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than 1st of March, 2018.

The above mentioned rights of the shareholders shall be exercised only in writing.

The shareholders have the right to ask questions related to items on the agenda of the two General Meetings; the answers to be published on the Company‘s Internet website page www.sccnapoca.ro

The questions shall be submitted or sent to the registered office of the Company in such way to be registered at the registry of the Company not later than 1st of March, 2018, hour 4,00 PM, in a sealed  envelope  bearing  the  clearly  written   statement   in   capital  letters:   “FOR   THE EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS FROM MARCH 15/16, 2018”.

The registered shareholders at the reference date shall exercise the right to participate and to vote in the Extraordinary General Meetings of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 2 paragraph 1, point 14 of Law 297/2004 on the capital market, or to an attorney-at-law.

In case the shareholders appoint representatives for the participation and voting in the Extraordinary General Meetings of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

The  correspondence  vote  forms  and  the  special  proxy  forms  for  representation  of  the shareholders in the Extraordinary General Meetings of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.sccnapoca.ro

The correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the registry of the Company:

-           not later than13th of March, 2018, hour 9,00 AM, in a sealed envelope bearing the clearly written  statement  in  capital  letters:  “VOTE  BY  CORRESPONDENCE  FOR  THE EXTRAORDINARY  GENERAL  MEETING  OF  SHAREHOLDERS  FROM  MARCH 15/16, 2018 “.

The correspondence vote forms which shall not have been received in the form and within the term provided above shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary General Meetings of the Shareholders.

The proxies  for  the  shareholders’  representation  in  the  General  Meetings,  filled  in  by the shareholders  either in Romanian or in a widely used language in the international financial area, together with   the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company:

-           not later than13th of March, 2018, hour 9,00 AM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM MARCH 15/16, 2018 “.

The proxies may also be sent by e-mail to the address  sccnapoca@yahoo.com

Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Extraordinary General Meetings of the Shareholders summoned for MARCH 15/16, 2018 personally, via correspondence or through a representative with proxy.

The documents and information related to the items on the agenda of the General Meetings, as well as the draft decisions related to the items on the agenda of the General Meetings, the correspondence vote forms and the proxy forms for representation of the shareholders in the Extraordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the General Meetings by the shareholders of Societatea de Constructii Napoca SA, are made available for the shareholders at the registered office of the Company from Cluj Napoca, no.1-2, Piata 1 Mai, Cluj Napoca, County, Romania, and are posted on the website of the Company www.sccnapoca.ro  starting with the date of 12th of February, 2018

Any additional information may be obtained at phone no. 0264.42.58.61.

 

Chairman of the Board of Director

Cachita Floarea Doina

 

 



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