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PREBET SA AIUD - PREB

Notice of O&EGSM 27.04.2018

Release Date: 3/19/2018 10:29:14 AM

IRIS Code: 3B6E8

Nr. 1032 / 19.03.2018

 

 

 

To,

Bucharest Stock Exchange

Financing Surveillance Authority

 

 

 

CURRENT REPORT SC PREBET AIUD SA

In accordance with Law  no. 297/2004 and Regulation CNVM nr. 1/2006

Date of report : 19.03.2018

Name of the issuing entity : SC PREBET AIUD SA

Registered Office : Aiud, Alba County, Arenei Street, No 10

Telephone number : 0258 / 861 661 ;  fax : 0258/ 861 454

Unique registration number with the office of the Trade Register : RO 1763841

Registration no. with the Trade Register : J 01/121/1991

Subscribed and paid up share capital :  8.199.547,74 RON

Regulated market where the securities issued are transacted : Bucharest Stock Exchange, Standard Category

 

 

Important events to be reported :

In accordance with art.113 of Regulation C.N.V.M no.1/2006 on issuers and securities oprations, SC PREBET AIUD SA, inform that in the meeting of the Board of Directors of PREBET AIUD S.A  of 16.03.2018, was decided :

 

The Convocation of A.G.O.A and A.G.E.A of SC PREBET AIUD SA for the date of 27.04.2018 1200 respectively 1330, at the first convocation.

 

Annex : Convocation of PREBET AIUD SA Ordinary and Extraordinary General meeting of Shareholders on 27.04.2018

 

 

General Director     

Eng. Stefan Racasan

 

 

Board of Directors of S.C. PREBET AIUD S.A.  meet at the meeting of 16.03.2018, at 10a.m.

 

CONVOKES

 

I. ORDINARY GENERAL MEETING OF SHAREHOLDERS in 27.04.2018, at 12 a.m. at the registered office of the Company in Aiud, Str. Arenei, Nr. 10, Jud. Alba;

 

II. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS in 27.04.2018, at 1330 p.m. at the registered office of the Company in Aiud, Str. Arenei, Nr. 10, Jud. Alba,

 

for all shareholders registered in the Shareholders Register managed by S.C. Depozitarul Central S.A (SC Central Depository S.A.) Bucharest, on 17.04.2018 day established as reference date, for both general shareholders meetings, with the mention that only those who are shareholders on that date are entitled to attend and vote at the general meetings of shareholders.

 

The convocation shall be performed in accordance with the provisions of Law no. 31/1990 R, Law 294/2004 on the capital market, Law 24/2017 on issuers of financial instruments and market operations, of CNVM Regulation no.1 / 2006 on issuers and transactions with securities, of CNVM Regulation no. .6 / 2009 regarding the exercise of certain rights of the shareholders in the general meetings of the companies and the Articles of Incorporation of the Company published on the website www.prebet.ro.

 

 

I. ORDINARY GENERAL MEETING OF SHAREHOLDERS

​                           shall have the following

​                                                       AGENDA:

 

 

1. Presentation and approval of the financial statements of SC PREBET AIUD S.A. for the fiscal year ended in December 31, 2017, drawn up in accordance with the International Financial Reporting Standards (IFRS), together with the Annual Report of the Board of Directors and the Auditor's Report.

2. Discharge of administration for the Board members for the fiscal year 2017.

3. Approval of the Revenue and Expenditure Budget for the year 2018.

4. Approval of the Investment Program of S.C. PREBET AIUD S.A. for the year 2017 in a total amount of 2.500.000 lei from own funds;

5.    Filling a vacancy on the Board of Directors of S.C. PREBET AIUD S.A. for the rest of the period remaining untill the expiry of currents administrators mandate.(31.08.2018).

6.    Authorizing Mr. Liviu Hagea President of Board of Directors , to sign of behalf of the shareholders, the management agreement with the new administrator.

7. Approving the remuneration due to non-executive members for the financial year 2018, as well as the maximum ceiling on the additional remuneration of directors and the remuneration of directors.

8. Election of the Fiscal Auditor for the financial year 2018 or the extension of the actual Financial Auditor mandate. Shareholders and persons interested of this position may quote for the position of Financial Auditor Board of Directors, within 15 days from publication of this Notice to Attend in the Official Gazette of Romania, Part IV on the company’s address.

9. Empowering the Board of Directors to decide and to carry out the necessary formalities regarding the execution of the Decision adopted by the General Meeting of Shareholders.

10. Setting the date of registration and ex date. It is proposed as registration date: 31.05.2018 and as ex date: 30.05.2018.

 

II.        EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

shall have the following

 AGENDA:

 

 

1. Approving the extension of the credit line that also includes the letters of guarantee from BRD GROUPE SOCIETE GENERALE - Subsidiary Alba-Iulia, in amount of 6,000,000 lei and its guarantee in favor of BRD, with production capacities of the company PREBET Aiud and the creditor balance of the accounts opened in banks. Empowerment of company's directors to represent the Company in relation to the bank, according to the powers of representation conferred by the law and by the Board of Directors;

2. Empowering the Board of Directors to decide and complete the formalities required on the enforcement of the decision adopted by this Extraordinary General Meeting of Shareholders.

3. Setting the date of registration and ex date. It is proposed as registration date: 31.05.2018 and as ex date: 30.05.2018.

 

 As of 20.03.2018, the Notices to Attend, information materials and draft decisions concerning the items on the agendas can be found on the company’s website (www.prebet.ro – Investor Relation or may consult or obtain as charge, at the headquarters of SC PREBET AIUD SA, in AIUD, Str. Arenei, Nr. 10, Jud. ALBA, from Monday to Friday between 09 a.m. and 14 p.m.

 In applying the provisions of Regulation C.N.V.M. No.6/2009, shareholders representing individually or jointly, with at least 5% of the share capital are entitled to:

- To introduce new items on the agenda of the General Assembly, provided that each such item is accompanied by a justification or a draft resolution to be adopted by the general meeting no later than 12.04.2018, at10 a.m.;

- To submit draft resolutions for items included or to be included on the agenda of the general meeting no later than on 12.04.2018, at10 a.m.

  

Shareholders’ proposals and documents proving that the conditions to exercise these rights shall be submitted, only in writing, in original or by post or courier services (at the above mentioned addresses), stating clearly written in capital letters: FOR EXTRAORDINARY (or ORDINARY) GENERAL MEETING of SHAREHOLDERS, dated 27.04.2018, either by electronic means (or by e-mail address: office@prebet.ro).

Each shareholder has the right to ask questions related to items on the agenda of the general meeting, no later than on 24.04.2018. The company can respond inclusively by posting the answer on the Company's website (www.prebet.ro – Investor Relation).

Shareholders’ questions may be submitted in writing either by post or courier services at the addresses mentioned above) or by electronic means (by e-mail: office@prebet.ro). For the identification of persons asking advice to the company, shall attach to the request copies of documents proving their identity, the shareholder capacity and the number of shares held at the date of the request.

 

 The reference date is 17.04.2018. Only the shareholders registered at the time in the Shareholders Register managed by the Central Depository shall be able to vote in these general meetings.

According to the law no. 31/1990 the currents administrator and the shareholders have the right to nominate candidates for the vacancy.

            The Board of Directors nominates Mr. Mathe Francisc as an administrator.The nominations will be submitted at the company , in Aiud, Arenei street, 10, Alba county, untill 30.03.2018, 1500 o’clock.

The document containing information regarding the name of the nominees their adress and professional qualifications is available at the company for the shareholders.This document can be read and completed by the shareholders.

Shareholders may participate in general meetings directly or represented by others (including persons other than shareholders) on the basis of a special power of attorney or, where appropriate, general power of attorney or may vote by mail.

The shareholder may grant a general power of attorney valid for a period not exceeding 3 years, allowing its representative to vote on all issues under debate in the general meetings of shareholders, including the documents available, provided that the power of attorney to be granted by the shareholder, as customer, to an intermediary as defined in Article 2 para. (1), item 14 of Law 297/2004 on the capital market, or to a lawyer

  

Shareholders may attend the meeting as follows:

- Natural persons: personally, present the ID or by representation by another person under a special power of attorney or, where appropriate, general power of attorney and the identity document of the representative.

- Legal persons: through their legal representative or by the person to whom was delegated the power of representation, given their statutory document (ID, power of attorney).

The special proxy forms (in Romanian and English) for legal and natural persons may be obtained on the Company's website (www.prebet.ro – Investor Relation or from the register office of the company mentioned above, as of 20.03.2018 and shall be completed in three (3) copies.

 

After filling them in Romanian or English language and signed by hand, a copy of the original power of attorney shall be submitted/sent in a sealed envelope so that it is recorded as being received until 25.04.2018 at 1200 from Monday to Friday between 09 a.m. and 14 p.m. at the registries from the company's registered office or from the headquarters in Aiud str. Arenei, nr.10, jud. Alba code 515200, stating clearly on the envelope and in capital letters: "FOR THE ORDINARY (OR EXTRAORDINARY) GENERAL MEETING of SHAREHOLDERS dated 27.04.2018 or by e-mail: office@prebet.ro, the second copy shall be handed to the representative, and the third copy shall remain at the represented shareholder. The power of attorney shall be accompanied by a copy of the identity document of the shareholder natural person/the legal representative of the shareholder legal person, and also for the legal persons by the official document (original or copy in accordance with the original of the certificate for confirmation of company’s details of the represented shareholder) attesting the capacity of legal representative for the signer of the power of attorney.

The general power of attorney granted by the shareholder, as a customer, an intermediate or a lawyer, before the first use, shall be deposited at the company registries mentioned above, in a copy certified by the shareholder’s representative until 25.04.2018 at 12 a.m. for OGMS and 1330 a.m. for EGMS (Date of registration at company’s registries), under the penalty of losing the vote by representative in the general meetings convened by this Notice of Attend, as provided by law.

The shareholders registered at the reference date may vote by correspondence in advance of the General Meetings of Shareholders, by using the mail voting form (in Romanian and English language) available to them as of 20.03.2018, on the website of the company (www.prebet.ro – Investor Relation) or from the above mentioned registered office.

            The voting forms by mail in original, in Romanian or English language (completed and signed by hand by the shareholders and accompanied by a copy of the identity document of the shareholder natural person/legal representative of the legal person, and also for legal persons, by the official document – certificate for confirmation of company details or any other document attesting the shareholder’s capacity of legal representative) should be reach in original by post or courier at the registry from the address mentioned above not later than 25.04.2018, at 12 a.m. for OGMS and at 13:30 p.m. for EGMS.

The special power of attorneys and voting forms by mail should contain the information specified in the power of attorney form provided by the company.

The special powers of attorney, the general powers of attorney and mail voting forms that are not registered in the registries of the company until the date indicated above can not be counted towards the determination of quorum presence and voting at the general meetings of shareholders.

            In all the above situations, the shareholders legal persons if they did not provide information on the legal representative to the Central Depository, prior to the reference date, so it shall be reflected in the records provided by the Central Depository for the reference date, have to prove the legal representative capacity with a certificate of confirmation for company details issued by the Trade Register, submitted in original or as a certified copy, or any other document in original or as a certified copy issued by a competent authority of the State in which the shareholder is legally registered, certifying the capacity of legal representative. Documents attesting the capacity of legal representative of the shareholder legal person shall be issued up to 3 months before publication of the Notices to Attend the general meeting of shareholders. These documents proving the capacity of legal representative drafted in a foreign language other than English language, shall be accompanied by a translation made by a sworn translator in Romanian or English language, without being certified or bearing an apostille according the Disposal measures no. 26/20.12.2012, article 4 (1), (2) and (3).

Also, the person who has been delegated the power of representation - if the shareholder has not provided information on the person who has been delegated the power of representation to the Central Depository, prior to the reference date, so as to be included in the records provided by the Central Depository to the reference date, shall present the special power of attorney or, where appropriate, general power of attorney signed by legal representative of that legal person and also the documents mentioned above.

According to the Disposal of measures no.26/20.12.2012, article 5, for shareholders that ask questions or make proposals for amending the agenda, they can attest the identity by the attached identity document and also by the statement of accounts showing the shareholder capacity and the number of held shares issued by the Central Depository or, where appropriate, by indirect participants providing custodial services, according to art.168, par. (1), letter b) of Law no.297/2004.

If on 27.04.2018, at 12 a.m. namely, 13:30 p.m. if the statutory quorum requirements provided by the law and the Articles of Incorporation is not met, the Extraordinary General Meeting of Shareholders shall be convened on 28.04.2018 at the same place, at the same time and same agenda.

 

 

 

Board of Directors of S.C. PREBET AIUD S.A.

Chairman

 Ec. HAGEA LIVIU                                                                                                                                

 

 



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