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OIL TERMINAL S.A. - OIL

Notice of OGSM 2018, February 27th

Release Date: 1/25/2018 11:01:29 AM

IRIS Code: 8160E

NO. 55 / 25.01.2018

TO:  

  • BUCHAREST STOCK EXCHANGE

FAX: 021/2569276

  • FINANCIAL SURVEY AUTHORITY

FAX: 021/6596051

 

 

CURRENT REPORT

According to CNVM Regulation no.1/2006

Report day: 25.01.2018

 

 

   OIL TERMINAL S.A.Constanta

   Headquarter: no.2, Caraiman str., Constanta

   Phone: 0241/702600, fax: 0241/694833

   Registering number at Commerce Registrar: J13/512/1991

   Unic register number: 2410163

 

  Important event to be reported: Shareholders Ordinary General Assembly Convocation

 

The Board of Directors of  Societatea OIL TERMINAL S.A.,  registered at  the Commerce Registrar Office of Constanta Court, as a commercial company managed in a single system, founded and running according to Romanian legislation, registered in the Commerce Registrar Office of Constanta Court under number J/13/512/1991, fiscal identification code 2410163, with headquarter in Constanta, no.2, Caraiman str., with a subscribed and paid up share capital in an amount of 58,243,025.30 lei, met in the meeting of 25.01.2018, convenes Shareholders Ordinary General Assembly on 27.02.2018, 11.00 h, in the company’ meeting room, Constanta, no.2, Caraiman str.

 

  The day agenda of the Shareholders Ordinary General Assembly is the following:

 

  1. Approval of the Board of Directors’ members’ monthly gross fixed indemnity amount’ alteration, provided in the mandate contracts concluded with the company and of managers and directors’ remunerations limits, to put in the agreement with the new due compulsory social contributions according to Law 227/2015, with further alterations and additions, as it was altered by EGO no.79/2017.
  2. Approval of 2-month period extension of the managers’ mandate period, managers appointed by Shareholders General Ordinary Assembly’ decision no. 26/24.11.2017.
  3. Authorization of a representative of the Ministry of Energy in the Shareholders General Assembly to sign the additional acts of the interim managers’ mandate contracts, acts reflecting the recalculation of the monthly gross fixed indemnity and the mandate’ extension.
  4. Approval to conclude a contract of legal advice, legal assistance and legal representation for the fiscal warehouse cancellation measures’ contestation.
  5. Approval of the Budget of Revenues and Expenditures for 2018.
  6. Empowerment of the meeting’ chairman to sign the assembly’ decisions.
  7. The company’ general director’ empowerment to sign the necessary documents regarding the shareholders’ general assembly’ decisions at the Commerce Office by Constanta County and to effect the formalities regarding these decisions’ publishing.
  8. Settling the date 20.03.2018, as register date, and settling of date 19.03.2018 as ex-date, according to legal provisions.

 

All shareholders, registered in the shareholders’ register at the end of  14.02.2018 settled as reference date, are entitled to take part at the meeting. Only shareholders, registered at that date, are entitled to participate and to vote in the general assembly.

 

If, on the 27.02.2018, the quorum’ requirements are not fulfilled according to law, the next  Shareholders General Ordinary Assembly will be held, in the same location and with the same day agenda on 28.02.2018, 11.00 h.

 

The vote authorizations and forms will be put on the shareholders’ disposal in Romanian and English as well, on the company’ website, www.oil-terminal.com/actionariat 2010-2018/adunari-generale/2018/AGOA 27.(28).02.2018, since 26.01.2018.

 

One or more shareholders representing, individually or together, at least 5% from the assets (here-called initiators) have the right to introduce new points in the Shareholders General Ordinary Assembly’ Agenda. The proposals regarding the introduction of new points in the Shareholders General Ordinary Assembly’ Agenda must be accompanied:

-          if shareholders are individuals: the identity act’ authorized copy on his own risk (BI, CI, PASSPORT, RESIDENCE PERMIT),

-          if shareholders are legal persons: the legal representative’ identity act together with the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative. The documents, proving the legal representative shareholder will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date.

Each item proposed must be accompanied by a justification or a decision project proposed to be approved by the Shareholders General Ordinary Assembly. 

The proposals regarding the introduction of new points in the Shareholders General Ordinary Assembly’ Agenda can be forwarded as followings:

a)      sent to the company’ registrar by any courier, with receipt so that, to be registered as being received at the company’ registrar until 10 February 2018, 11.00 h., in a closed envelope, with the clearly written mention and with capital letters: FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  28.(29).02.2018 or

b)      sent by email with incorporated extended electronic signature, until 10 February 2018, 11.00 h, to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27. (28).02.2018.

 

If shareholders legal representatives, their legal representative quality are proved by certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative. The documents, proving the legal representative shareholder will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date.

The documents certifying the quality as legal representative issued in a foreign language, other than English, will be accompanied by a translation made by an authorized translator into Romanian or English. The issuer won’t ask for the documents’ authorization or apostille, certifying the shareholder’s legal representative’ quality.

The shareholders are entitled to present decision drafts for the items included or proposed to be included in AGOA’ day agenda.

The decision drafts for the items included or proposed to be included on AGOA’ day agenda, must be accompanied by:

-          if shareholders are individuals: the identity act’ authorized copy on his own risk (BI, CI, PASSPORT, RESIDENCE PERMIT),

-          if shareholders are legal persons: the legal representative’ identity act together with the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative. The documents, proving the legal representative shareholder will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date.

The decision drafts can be sent as followings:

a)      sent to the company’ registrar by any courier, with receipt so that, to be registered as being received at the company’ registrar until 10 February  2018, 11.00 h., in a closed envelope, with the clearly written mention and with capital letters: FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018 or

b)      sent by mail, with the electronic extented incorporated signature, until 10 February 2018, 11.00 h. to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018.

 

The company’ shareholders, irrespective  the owned share, can deposit written questions regarding AGOA’ day agenda items. The shareholders can deposit written questions only accompanied by documents certifying their quality, namely:

-          if shareholders are individuals: the identity act’ authorized copy on his own risk (BI, CI, PASSPORT, RESIDENCE PERMIT),

-          if shareholders are legal persons: the legal representative’ identity act together with the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative.

The documents, proving the legal representative shareholder will be issued at most 3 months before AGOA’ convenor’ issue date  and will be sent to the company’ registrar  no later than 12 February 2018, 11.00 h., in a closed envelope, with the clearly written mention and with capital letters: FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27. (28).02.2018.

 

The shareholders can send by email with incorporated extended electronic signature, accompanied by the documents certifying their quality namely:

-   if shareholders are individuals: the identity act’ authorized copy on his own risk (BI, CI, PASSPORT, RESIDENCE PERMIT),

- if shareholders are legal persons: the legal representative’ identity act together with the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative.

The documents, proving the legal representative shareholder will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date until 12 February 2018, 11.00 h. to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018.

The shareholders can participate in person or can be represented in the Shareholders General Ordinary Assembly by their legal representative or by a designated representative to whom a special or general authorization was given. terms.

The general authorization is given for a period not exceeding 3 years, expressly allowing to the Representative to vote for all matters being in the Societatea’ shareholders general assemblies debates, including acts of disposal, the right for the propriety’ estrangement excluded, if the authorization is a general one: i) to be given by the shareholder, as a client, to an intermediary defined according to Capital Market Law no. 297/2004 or to a lawyer and (ii) the general authorization must contain the representative’ quality as an intermediary or a lawyer. The representative can’t be replaced by another person. Nevertheless, if the representative is a legal person, this can exercise the received mandate by any person being member of the management or administration entity or by one of its employees. The quality’ evidence of intermediary or lawyer of that shareholder will be made by the Representative’ affidavit, given on the form published together with AGOA’ supporting documents on Societatea’ website, signed by the Representative, when the meeting hall enter, in front of the meeting’ organizers. The company’s shareholders can’t be representatives in AGOA according to the general authorization by a person being in interests conflict, arising especially in the following cases:

a)      he is Societatea’ major shareholder, or another entity, controlled by that shareholder;

b)      he is Societatea’ management, administration, survey entity, of a major shareholder or of a controlled entity, according to the stipulations of . a);

c)      he is Societatea’ employee or auditor of of a major shareholder or of a controlled entity, according to the stipulations of  a);

d)      he is husband, relative or relation until the forth degree, included of one of the physical persons provided in l.a)-c)

Before their first use, general authorizations in copy, containing the mention according to the original under the Representative’ signature, accompanied by the shareholder identity card copy (if physical persons, identity card/ passport, namely if legal persons: identity card of the legal representative together with the excerpt issued by the commerce registrar, presented in original or a copy according to the original, or any other document, in original or copy according to the original, issued by a competent authority in the state in which the shareholder is legally recorded, certifying his legal representative quality. The documents, certifying the share holder legal representative quality, legal person, will be issued not  later than three months before AGOA convenor publishing date and will be deposited at Societatea’ Registrar or sent by any mail form with receiving evidence to Societatea’ Registrar, so that to be registered as received at Societatea Registrar not later than 25 February 2018, 11.00 h, in a closed envelope, with the clear written mention in capital letters  FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of 27.(28).02.2018.

 

The  authorizations can be sent by email too, with incorporated extended electronic signature, no later than 25 February 2018, 11.00 h, to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018.

 

The special authorization form, in Romanian and English, can be got from the company’ headquarter, no. 2, Caraiman str., Constanta, the Shareholding – Communication Department, since 26.01.2018 and the company’ website www.oil-terminal.com. The special authorization form will be updated if new points are added to the Shareholders General Ordinary Assembly’ Agenda.

 

Special authorizations must contain voting specific instructions for each point of the Shareholders General Ordinary Assembly’ Agenda (namely voting ‘’for’’, ‘’against’’ or ‘’abstentation’’). A shareholder is allowed to give a special authorization only to one representative, such an authorization being available only for the Shareholders General Ordinary Assembly of  27.(28).02.2018.

 

Special authorizations, in original, filled in and signed by the shareholder, in Romanian or in English, together with the documents certifying the identity, namely:

-          if shareholders are individuals: the identity act’ authorized copy on his own risk (BI, CI, PASSPORT, RESIDENCE PERMIT),

-          if shareholders are legal persons: the legal representative’ identity act together with the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative.

The documents, proving the legal representative shareholder will be issued at most 3 months before AGOA’ convenor’ issue date  and will be sent to the company’ registrar  no later than 25 February 2018, 11.00 h., in a closed envelope, with the clearly written mention and with capital letters: FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27(28).02.2018.

The special authorizations can be sent by email too, with incorporated extended electronic signature, no later than 25 February 2018, 11.00 h, to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018.

 

It is accepted a special authorization for participation and voting in the Shareholders General Ordinary Assembly given by a shareholder of a credit company, supplying custody services, without asking other additional documents regarding that shareholder, if the special authorization is made according to CNVM Regulations 6/CNVM, and signed by that shareholder and is accompanied by a statement on own responsibility given by the credit company which received the representation authorization by special empowerment, from which it arises that:

-          the credit company supplies custody services for that shareholder;

-          the instructions in the special authorization are the same as those in SWIFT message received by the credit company to vote in that shareholder’s name;

-          the special authorization is signed by the shareholder.

The special authorization and the above-mentioned statement must be deposited in original, signed and stamped, without other formalities regarding these documents’ form.

 

On the general assembly’ date, when entering the meeting hall, the shareholders must present in order to be checked by the company’ representatives, the original identity act.

If a shareholder, legal representative will take part to Shareholders General Ordinary Assembly by his legal representative, this one must present in order to be checked by the company’ representatives, the original identity act, together with an evidence of his quality as shareholder’s legal representative – certificate issued by the trade register, in original or in copy according to the original or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative and the statement from which his quality as shareholder arises and his shares number, issued by the central depository or by the participants named at art. 168 al. (1) l. b) of Law 297/2004 supplying custody services.

The documents certifying the shareholder legal representative will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date.

The shareholders will undertake the special authorization in original to the company’ representatives if this was sent by email with the incorporated extended electronic signature.

If shareholders legal representatives, their legal representative quality is proved by certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state the shareholder is legally registered, certifying his quality as legal representative. The documents, proving the legal representative shareholder will be issued at most 3 months before the Shareholders General Ordinary Assembly’ Agenda’ convenor’ issue date.

The documents certifying the quality as legal representative issued in a foreign language, other than English,  will be accompanied by a translation made by an authorized translator into Romanian or English. The issuer won’t ask for the documents’ authorization or apostillizing, certifying the shareholder’s legal representative’ quality.

  

OIL TERMINAL S.A.’ shareholders, registered on the reference date in the shareholders’ register issued by Depozitarul Central S.A. have the possibility to vote by mail, before the Shareholders General Ordinary Assembly’ meeting date using the voting by mail form.

 

The voting by mail form can be got, both in Romanian and in English since 26 January 2018, from the company’ headquarter, no.2, Caraiman str., Constanta, from the Shareholding – Communication Department or from the site www.oil-terminal.com and will de updated if new points are added to the Shareholders General Ordinary Assembly’ Agenda.

 

Having in view the Financial Survey Authority’ Regulation no.6/2014, CNVM’ Measures’ Order no.26/20.12.2012, according to CNVM’ statute’ art. 2 and art. 7 al. (1) and (10)’ provisions, adopted by OUG no. 25/2002, approved and altered by Law no.514/2002, with further alterations and additions and according to Romania Parliament’ Orders no.2/14.01.2010, no. 18/27.09.2011 and no. 10/27.03.2012, together with Measures’ Order no. 3/2012, besides the voting by mail form in Romanian, the voting by mail in English will be put on the shareholders’ disposal. The shareholder can fill in the form either in Romanian or in English.

 

It is accepted a written voting by mail form, sent by a shareholder for which  a credit company supplies custody services, without asking other additional documents regarding that shareholder, if the voting by mail form is signed by that shareholder and is accompanied by a statement on own responsibility given by the credit company’ legal representative, from which it arises that:

u  the credit company supplies custody services for that shareholder;

u  the voting by mail form is signed by the shareholder and has the same voting options as those in SWIFT message received by the credit company from that shareholder.

 

The written voting by mail form and the above-mentioned statement must be deposited in original, signed, stamped, without any other formalities regarding these documents.

Besides the voting by mail form in Romanian, the company puts on the shareholders’ disposal a form in English. That voting by mail form can be filled in, either in Romanian or in English.

 

The voting by mail form, filled in and signed together with the certified copy on his own responsibility of the shareholder’s available identity act (if individuals, the identity act, if legal representatives the certificate issued by the trade register, in original or in copy according to the original, or any other document, in original or in copy according to the original, issued by a competent authority in the state where the shareholder is legally registered, certifying the shareholder quality) can be forwarded as followings: 

a)      sent to the company’ central dispatch office by any courier, with receipt so that, to be registered as being received at the company’ registrar until 25 February 2018, 11.00 h., in closed envelope, with the clearly written mention and with capital letters: FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018 or

b)      sent by email with incorporated extended electronic signature, until 25 February  2018, 11.00 h, to the address actionariat@oil-terminal.com, mentioning as subject:   FOR THE SHAREHOLDERS GENERAL ORDINARY ASSEMBLY of  27.(28).02.2018.

The voting by mail forms that can’t be received at Oil Terminal’ registrar or by e-mail until the above-mentioned date and time can’t be taken into consideration to determine the quorum and Shareholders General Ordinary Assembly’ majority.

 

The documents, certifying his legal representative quality issued in a foreign language, other than English, will be accompanied by a translation made by an authorized translator into Romanian or English. The issuer won’t ask for the authorization or apostillating of the documents certifying the shareholder’s legal representative quality.

 

The stuff regarding the day agenda and the decision projects will be put on the shareholders’ disposal, on their request, at the company’ headquarter, no.2, Caraiman str., Constanta and can be downloaded from the site www.oil-terminal.com/actionariat 2010-2018/adunari generale/2018/AGOA 27.(28).02.2018, since 26 January 2018.

 

 

The Board of Directors’ Chairman,

           Cristian Florin GHEORGHE

 

  

 

               Development Director,                          Chief of Shareholding – Communication Dept.,

         Marieta STASI                                                          Sofia ZAGANEANU

 

 

 



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