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SINTEZA S.A. - STZ

Notice of OGSM 26 March 2018

Release Date: 2/20/2018 4:59:55 PM

IRIS Code: FA477

 

                    

           CURRENT REPORT ACCORDING TO REGULATION C.N.V.M. 1/2006

 

·         REPORT ADDRESSEE: BUCHAREST STOCK EXCHANGE

                                                  A.S.F.(NATIONAL SECURITIES COMMISSION)

·         REPORT DATE: 20.02.2018

·         DESIGNATION OF THE ISSUING COMPANY: S.C. SINTEZA S.A.

·         HEAD OFFICE:  Sos. Borsului no. 35, Oradea BIHOR county 

·         PHONE: 0259456116 ; 0259444969, FAX: 0259462224

·         TAX ID NO AT TRADE REGISTER OFFICE: 67329

·         ORDER NO. AT TRADE REGISTER OFFICE : J/05/197/1991

·         SUBSCRIBED AND PAID UP SHARE CAPITAL: 9916888,50  LEI

·         REGULATED MARKET WHERE SECURITIES ARE TRADED AND ISSUED: BVB

 

          IMPORTANT EVENT TO BE REPORTED: GENERAL MEETING OF THE SHAREHOLDERS

           

THE BOARD OF DIRECTORS of the Company 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, on the basis of art. 117 of the Law no. 31/1990 republished with the subsequent amendments and additions, met on 19.02.2018, 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 Law no. 24/2017, of the CNVM Regulations and of the dispositions of the Articles of Incorporation, announces the convening of the ORDINARY GENERAL MEETING of shareholders on 26.03.2018, 12,00 o'clock at the company's head office in Oradea, Sos. Borsului no. 35, with the following   

 

                                                                                                                                    AGENDA:

1. The appointment as financial auditor the Company ACF CONFIDENT SRL with the head office in Oradea, Dimitrie Cantemir street, no. 24-26, ap. 4, Bihor county, registered at Trade Register Office Bihor under no.J5/2524/2007, unique registration code 22518829, CAFR member with no. 777/2007, legally represented by administrator URS PARASCA, auditor that was selected following the acquisition procedure carried out by the audit committee, as a result of the resignation of the financial auditor Mr. Ioan Dan Morar, CAFR 708 and the approval of the duration of the audit contract, as well as mandating the board of directors to conclude the contract with the new auditor.

2. The establishment of the indemnities (remunerations) for the members of the Board of Directors and of financial ratio for the present activity;

3. The approval of the indemnity (remuneration) for the Chairman of the Board of the society as well as the approval of his financial ratio;

4. The approval of the date 17.04.2018 as registration date proposed by the Board of Directors for identification of shareholders affected by the decisions of Ordinary General Meeting and the establishment of 16.04.2018 as ex-date according to art. 2, letter f of the regulation CNVM no. 6/2009;

            In case of non-fulfilment of the statutory conditions regarding the Ordinary General Meeting of Shareholders on the day mentioned above, this will be reconvened for the 27th of March 2018, 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 the Shareholders' Register on 16. 03. 2018, 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 persons 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 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 22.02.2018, 12 o'clock.

            After filling in and signing the copy for the issuer one shall submit it in person in original until 25.03.2018, 12,00 o'clock in enclosed envelope with the written mention in print with capital letters “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 26/27.03.2018” 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 25.03.2018, 12,00 o'clock, at the e-mail address sinteza@sinteza.ro.

            The powers of attorney will be accepted either in the Romanian or in the English language.

            The shareholders registered on the date of reference in the shareholders' register have the possibility to vote by mail, before the General Meeting of Shareholders, by using the vote by mail form (in Romanian and or English). The ballot paper in the Romanian and English language can be obtained as of 22.02.2018, 12 o'clock from the company's head office or from the website: www.sinteza.ro.

            The vote by mail form (ballot paper) in the Romanian or English language, completed and signed together with all the accompanying papers, can be forwarded as follows:

a) will be sent to the company in original at its head office until 24.03.2018, 12 o'clock in enclosed envelope with the written mention in print with capital letters “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 26/27.03.2018” with signature legalization by a notary public with the copy of the shareholder's identity document or registration certificate of shareholder, by any courier form.

b) will be sent by e-mail with extended electronic signature embedded according to Law no. 455/2001 regarding the electronic signature, until 24.03.2018,  12 o'clock at the e-mail address sinteza@sinteza.ro specifying at subject “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 26/27.03.2018”    

            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 date of publication of the convening, respectively 09.03.2018 new items on the agenda of the General Meeting of Shareholders, under the condition that each item be accompanied by a justification or by a draft resolution proposed for approval by General Meeting of Shareholders, which will be transmitted to the  company's head office in writing, until 09.03.2018,  likewise they have the right to present draft resolutions for the items included or proposed to be included on the agenda of the Ordinary General Meeting of Shareholders, reason for which this right can be exercised in writing, by sending it to the company's head office, until 09.03. 2018, 12 o'clock

 

            The requests regarding the introduction of some 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 GENERAL MEETING OF SHAREHOLDERS FROM 26/27.03.2018”. The agenda with the proposed items will be republished with the fulfilment of the requirements stipulated by law for the convening of the General Meeting.   

            The company's shareholders may address questions regarding the items on the agenda, no later than one working day before the date of General Meeting, respectively 22.03.2018, these will be submitted to the company's head office together with copies of documents which allow the identification of the shareholder, until 22.03.2018, 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 GENERAL MEETING OF SHAREHOLDERS FROM 26/27.03.2018”. The company shall compose a reply to the questions on the web page (in question-answer form), as soon as possible.

            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 legal 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 17.04.2018, 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. 86 of the Law 24/2017 and the establishment of the date of 16.04.2018 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 the 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 22.02.2018.

            Additional information, including information regarding the shareholders' rights can be obtained by phone: 0259/444969, daily between the hours 9,00-13,00.

 

CHAIRMAN OF THE BOARD OF DIRECTORS

RADU VASILESCU

 



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