THE BOARD OF DIRECTORS OF S.C. SINTEZA S.A. Oradea, with head office in Oradea, Sos. Borsului no.35, Bihor county, registered at the Trade Register Office Bihor under no.J05/197/1991, met in 15.03.2017, in accordance with the stipulations of art. 117 of the Law no. 31/1990 republished with the subsequent amendments and additions, of the Law no. 297/2004, of the CNVM Regulations and of the dispositions of the Articles of Incorporation, convenes the following ORDINARY GENERAL MEETINGS:
I.ORDINARY GENERAL MEETING of the shareholders on 20.04.2017, 12,00 o’clock at the company’s head office in Oradea, Sos. Borsului no. 35, with the following:
1. Discussing and approving the anual financial situations finished on 31 December 2016, based on administrators report and the auditorium report for the 2016 financial year.
2. Discussing and approving the Council of Administration proposition about sharing destinations for the net result in year 2016, as it follows:
2.1. From account 121 ”Profit and Loss”, amount of 2.760.412,10 Lei to :
- amount of 299.740 lei to Legal Reserve.
- amount of 1.052.064,40 lei to Reinvested Profit Tax Incentives Reserve.
- amount of 1.408.607,70 lei as dividents.
2.2. From account 1175 “Retained Earnings representing surplus from revaluation reserves” to :
- amount of 3.091.015,30 lei as dividents.
- amount of 11.924.758,78 lei will remain in Balance.
2.3. Fixing and distribution of gross dividend / action in the amount of 0,06806 lei, total amount of the distributed dividends is 4.499.623 lei.
2.4. Setting the deadline and procedure for the payment of dividends – no longer than 6 months after the adoption of the decision of the ordinary general meeting of the shareholders.
3. Authorizing the Administration Council to establish the procedure regarding the distribution of dividends which will be communicated to the shareholders through a communique of the Administration Council, which will be published in a national newspaper and will be posted on company’s website : www.sinteza.ro , and designate specialized operators for dividends payment.
4. Discharge of Board members for the 2016 financial year.
5. Presentation and approval of revenue and expenditure of the company in 2017.
6. Approval as registration date, of the date 10.05.2017 and the establishment of the date 09.05.2017 as ex-date, letter f of the Regulation CNVM no. 6/2009.
II. EXTRAORDINARY GENERAL MEETING of the shareholders on 20.04.2017, 13,00 o’clock at the company’s head office in Oradea, Sos.Borsului no. 35, with the following:
1. Discussing and approving the renunciation of ownership of the land area of 238 sq.m, registered with cadastral no. 197383 Oradea, land area in property of S.C. SINTEZA S.A.,in favor to Oradea Municipality, aswell as mandating the General Director of the company to sign any documents needed to comply to those decided by AGEA regarding this fact.
2. Approval as registration date, of the date 10.05.2017 and the establishment of the date 09.05.2017 as ex-date, letter f of the Regulation CNVM no. 6/2009.
In case of non-fulfilment of the statutory conditions regarding the Ordinary General Meeting and Extraordinary General Meeting of shareholders on the mentioned day, this will be reconvened for the 21 APRIL 2017, at the same hour, in the same place and with the same agenda.
The shareholders who have the right to attend the general meetings are the ones who appear in Shareholders Register on 10.04.2017, considered the date of reference.
The shareholders registered at the date of reference may attend and vote in the general meetings directly or may also be represented by other persons than the shareholders, based on a special or general mandate granted according to the legal stipulations. The shareholders access to the general meetings can be done by simple proof of their identity, made in the case of the shareholders – natural personons with the identity document and in the case of the shareholders – legal persons and of the shareholders – represented natural persons, with general mandate / special power of attorney, given to the natural person who represents them.
The special power of attorney (special mandate) or the general power of attorney will be drafted in three original copies (one for the company, one for the principal and one for the agent) and are available in the Romanian and English language either at the company’s head office in person or on the web page: www.sinteza.ro, as of 16.03.2017, 12,00 o’clock.
After filling in and signing the copy for the issuer one shall submit it in person in original until 18.04.2017 in enclosed envelope with the written mention in print with capital letters “FOR THE ORDINARY / EXTARORDINARY GENERAL MEETING OF THE SHAREHOLDERS FROM 20/21.04.2017” or it will be sent by e-mail with extended electronic signature, at the company’s head office, accompanied by a copy of the identity document or of the registration certificate of the represented shareholder, until 18.04.2017, 12,00 o’clock, at the email address : email@example.com
The powers of attorney will be accepted either in Romanian or in English language.
The shareholders registered on the date of reference in the shareholders register have the possibility to vote by mail, before the GENERAL MEETINGS OF THE SHAREHOLDERS, by using the vote by mail form.The ballot paper in the Romanian and English language can be obtained as of 16.03.2017, 12 o’clock from the company’s head office or from the website: www.sinteza.ro.
The vote by mail form (ballot paper) in Romanian and English language, with signature legalization by a public notary with the copy of the shareholder’s identity document or registration certificate will be sent to the company in original at the head office until 18.04.2017, 12 o’clock in enclosed envelope with the written mention in print with capital letters “FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS FROM 20/21.04.2017”.
One or more shareholders who own, individually or together, at least 5% of the share capital, have the right to introduce, within at the most 15 days after the publication of the convening, respectively 31.03.2017, new items on the agenda of the General Meetings of the Shareholders, under the condition that each item must be accompanied by a justification or by a draft resolution at the company’s head office in writing, until 31.03.2017, likewise they have the right to present draft resolutions of the items included or proposed to be included on the agenda of the Ordinary/Extraordinary General Meeting of Shareholders.This right can be exercised in writing, by sending it to the company’s head office, until 31.03.2017, 12 o’clock.
The requests regarding the introduction of new items on the agenda as well as the draft resolutions for these items will be forwarded to the Board of Directors only in writing, in enclosed envelope with the written mention in print with capital letters “FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS FROM 20/21.04.2017”.The agenda with the proposed items will be republished with the filfilment of the requirements stipulated by the law for the convening of the General Meeting.
The company’s shareholders may address questions on writing regarding the items on the agenda.These will be submitted to the company’s head office toghether with copies of documents which allow the identification of the shareholder, until 31.03.2017, 12 o’clock.
The questions are submitted to the Board of Directors in writing, in original, in enclosed envelope, with the written mention in print with capital letters “FOR THE ORDINARY/EXTRAORDINARY MEETING OF SHAREHOLDERS FROM 20/21.04.2017”.The company shall compose a reply to the questions on the web page, in the shortest time possible, but not later than 3 working days after receiving the questions.
The special powers of attorney, the vote form filled in and signed in original, the requests regarding the introduction of new items on the agenda, the questions composed by the shareholders, will be accompanied by the following documents (a) in the case of the natural persons photocopy identity document signed for conformity with the original, respectively (b) in the case of the legar persons, photocopy of the identity document of the legal representative, confirmation of company details issued by the Trade Register, issued at least 3 months before the publication of the convening notice of the General Meeting of Shareholders, in original or in certified true copy.
The Board of Directors proposes as registration date the date of 10.05.2017, based on which the shareholders affected by the decisions of the General Meeting of Shareholders will be identified, in accordance with the stipulations of art.238 of the Law 297/2004 and the establishment of the date of 09.05.2017 as ex-date according to art.2, letter f of the Regulation CNVM no. 6/2009.
The documents, materials regarding the issues on the agenda, the draft resolution, the forms of the special powers of attorney and the vote by mail form will also be available in English language for the shareholders both at the head office of the company and on the web page www.sinteza.ro, as of the publication date of the present convening notice, respectively 16.03.2017.
Additional information, including information regarding the shareholders rights can be obtained by phone :0259/444969, daily between 9,00 – 13,00.
CHAIRMAN OF THE BOARD OF DIRECTORS,
CLAUDIU SORIN PASULA