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VES SA - VESY

Notice of O&EGSM 12-13th March 2018 - English version

Release Date: 2/21/2018 4:38:28 PM

IRIS Code: 080AD

545400 Sighisoara, Romania, 102 Mihai Viteazu Street;

J26/2/1996, SIN RO 1223604, Capital subscribed: 11,881,718.5 RON

Iban Code RO26CECECJ 0130 RON 0810488

Phone 0040 365 808 884; fax: 0040 265 779 710;

office@ves.ro www.ves.ro

 

 

 

 

Comp Company  managed in a two-tier system

 

 

 

 

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TO,

               FINANCIAL SUPERVISION AUTHORITY

                 BUCHAREST STOCK EXCHANGE

 

CURRENT REPORT UNDER NATIONAL SECURITIES COMMISSION (CNVM) REGULATION no. 1/2006 REGARDING THE ISSUES AND OPERATIONS WITH SECURITIES AND LAW no. 24/2017 ON THE CAPITAL MARKET.

 

Report date: 07.02.2018

 

Name of the company: SC.VES.SA.

 

Company’s registered office: Sighisoara, 102 Mihai Viteazul Street.

Fax: 0265/778865 - 0265/779710

Phone: 0365/808884 or 0365/808885.

Sole Identification Number: R.122.36.04

Registered with the Trade Register under number: J-26-2/1991

Capital subscribed and paid: RON 11,881,718.5 RON

Number of shares: 118.817.185.

Vote rights: 118.817.185.

Regulated market where issued securities are traded: REGS, standard category, of BVB.

Important event to report: Notice to attend the Ordinary General Meeting of the Company’s Shareholders on 12/03/2018, which we send you attached.

 

PRESIDENT OF THE BOARD

FELMER HANS CHRISTIAN

(illegible stamp, signature)

 

 NOTICE TO ATTEND

The Directorate of S.C. VES S.A. Sighisoara, with registered office in Sighisoara, 102 Mihai Viteazu, Mures County, registered with the Trade Register under no. J 26/2/1991, with sole identification number RO 1223604, pursuant to Article 117 of Law no. 31/1990 on companies, republished, amended, by President Felmer Hans Christian, at the meeting on 06/02/2018 decided the convening of the Ordinary and Extraordinary General Meeting of Company’s Shareholders in accordance with the statutory and legal provisions in force, for 12/03/2018, 1:00 PM, respectively 2:00 PM, in Cluj-Napoca, 83 Fagului Street, 3rd Floor, Cluj County.

The notice to attend addresses to all shareholders registered in the Register of the Company’s Shareholders at the end of the day of 02/03/2018, regarded as the reference date for holding the Meeting.

Provided that on 12/03/2018 the presence quorum provided by the laws in force and the Articles of Incorporation of the Company is not met, the second Ordinary and Extraordinary General Meeting of Company’s Shareholders - under Article 118 of Law No. 31/1990, republished – the second Ordinary and Extraordinary General Meeting of Company’s Shareholders shall be convened and set on 13/02/2018 at the same hours, in the same place and with the same agenda.

I. The agenda of the Ordinary General  Meeting of the Company’s Shareholders is as follows:

1.       The suspension of the current independent financial auditors: ACCOUNTING AUDIT SRL, with headquarters in Cluj-Napoca, 48 Traian Mosoiu Street, apartment 8, registered with the Trade Register under no. J12/1010/2005, with sole identification number RO 17373802, email address: office@aaudit.ro, through financial auditor DORINA VASAR, with membership card CAFR 1432/2007, registered on Chamber of Financial Auditors of Romania with number 740/2007 because of the closure of the annual mandate.

2.       Election of the newest independent financial auditor: SC CONTAUDIT SRL; with sole identification number RO 14706040; 17A WA Mozart Street, Cluj-Napoca; CP 400495; tel. 0729038205 .

3.       Approval of the date of 28/03/2018 as registration date, respectively as identification date of the shareholders who shall comply with AGAO decision, in accordance with the stipulations of Law no. 24/2017 on issuers of financial instruments and the capital market operators and of the date 27/03/2018 as ex date, as defined in the stipulations of CNVM Regulation no. 6/2009.

4.       Approval mandating of president of the board for the execution of the advertising formalities related to the decisions adopted by AGAO.

 

The agenda of the Extraordinary General Meeting of the Company’s Shareholders is as follows:

 

1.       Approval of the amendment of the article and memorandum of association as it follows:

-Art.20 paragraph 2 is changing accordingly to approval from AGAO on the election of the newest financial auditor as a result of expiration of the mandate.

2.       Approval of the date of 28/03/2018 as registration date, respectively as identification date of the shareholders who shall comply with AGAE decision, in accordance with the stipulations of Law no. 24/2017 on emission of financial instruments and market operations and of the date 27/03/2018 as ex date, as defined in the stipulations of CNVM Regulation no. 6/2009.

3.       Approval mandating of president of the board for the execution of the advertising formalities related to the decisions adopted by AGAO.

                    I.          One or more shareholders holding, individually or together, at least 5% of share capital registered at the reference date, are entitled to introduce new items on the agenda of the Ordinary and Extraordinary General Meeting of Company’s Shareholders within 15 days after publication of the notice to attend, namely until 26/02/2018, provided that each such item is accompanied by a justification or a draft decision to be adopted by the AGAO and AGAE.

Also, the shareholders have the right to table draft decisions for items included or suggested to be included on the agenda of the General Meeting no later than on 26/02/2018.

These rights shall be exercised only in writing.

II. Shareholders have the right to ask questions related to the items on the agenda mentioned above, and the answers will be published on the website of the company vvww.ves.ro. Questions will be submitted or mailed so as to be registered at the Company’s Record Office no later than on 09/03/2018, 1:00. PM, in a sealed envelope with the mention clearly written and in capital letters: "FOR THE ORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS", respectively “FOR THE EXTRAORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS" from 12/12.03.2018.

III. The shareholders registered at the reference date may exercise their right to participate and vote directly in the General Meetings of Company’s Shareholders directly based on the Bulletin or Identity Card, and the right to vote by mail or representative with special or general power-of-attorney, according to the information posted on the Company's website www.ves.ro, section AGA.

Where shareholders shall appoint their representatives to attend and vote at the General Meetings of Company’s Shareholders, the notice for their designation shall be sent to the Company in writing only.

IV. The correspondence ballot forms and special power-of-attorney forms in Romanian and English for the representation of shareholders in the General Meetings of Company’s Shareholders can be obtained at the company’s registered office and on the company website www.ves.ro 30 days before the AGA, namely as of 09/02/2018.

                After being filled in, the correspondence ballot form, in Romanian or English, with legalization of signature made by a Notary Public, together with a copy of the identity document - for individuals and a copy of the registration certificate along with the Certificate of Good Standing, in original form issued within 3 months before the first Meeting or equivalent documents issued by competent authorities in the country of residence of the shareholder – for legal persons, will be submitted or mailed to the Company's headquarters so as to be registered at the registry of the Company’s Record Office no later than 09/03/2018, 1:00 PM in a sealed envelope with the mention clearly written and in capital letters "CORRESPONDENCE BALLOT FOR THE ORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS, respectively "CORRESPONDENCE BALLOT FOR THE EXTRAORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS from 12/13.03.2018.

The correspondence ballot forms that are not received in the form and within the period stipulated herein will not be considered for determining the presence and voting quorum and for the counting of votes in the General Meetings of the Company’s Shareholders.

V. After being filled in, the special power-of-attorneys in Romanian or English will be submitted or mailed in original at the Company's headquarters so as to be registered at the at the Company’s Record Office at the latest on 09/03/2018, at 1:00. PM, in a sealed envelope with a mention clearly written and in capital letters: "FOR THE ORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS, respectively "FOR THE EXTRAORDINARY GENERAL MEETING OF COMPANY’S SHAREHOLDERS from 12/13.03.2018. The power-of-attorneys shall be made in three original copies, one of which will be sent to the company according to the procedure mentioned above, one will remain to the representative to prove the quality of representative at the request of the technical secretariat, and a copy will be handed to the shareholder. The power-of-attorneys may be sent electronically to ofice@ves.ro, provided the original is sent to the Company pursuant to the provisions of Article 125 paragraph 3 of Law 31/1990 and of this Notice to attend.

The original power-of-attorneys submitted or mailed after 09/03/2018 will not be considered to determine the presence quorum or for the counting of votes in the General Assembly.

VI. The shareholder may grant a power-of-attorney (empowerment) generally valid for a period which cannot exceed 3 years, allowing its representative to vote on any matters debated by the General Meeting of the Company’s Shareholders of the company identified in the empowerment, including in terms of the enactments available, provided that the empowerment is granted by the shareholder, as client, to an intermediate defined according of Law 24/2017 on emission of financial instruments and market operations, or to a lawyer. The general power-of-attorney (empowerment) in a copy, comprising the mention of compliance with the original under the signature of the representative, accompanied by a copy of the ID or of the certificate of registration of the shareholder represented and a copy of the ID or of the certificate of registration of the representative will be filed at the company’s registered office until 09/03/2018, 1:00 PM. Shareholders cannot be represented in the AGA based on a general power-of-attorney by a person who is in a conflict of interest situation, according of Law 24/2017.

VII. Only persons who are registered as shareholders on the reference date are entitled to attend and vote within the General Meeting of Company’s Shareholders from 12/13.03.2018 personally or through a representative.

VIII. The documents and informational materials on the subjects on the agenda and draft decisions for items on the agenda, as applicable, are available to shareholders at the Company's headquarters in Sighisoara, 102 Mihai Viteazul Street, Mures County and are posted on the website of the company www.ves.ro as of 09/02/2018.

Additional information may be obtained at the company’s headquarters or at 0365-808884 or 0365-808885.

 

PRESIDENT OF THE BOARD

FELMER HANS CHRISTIAN

(stamp, signature)

 

 

 



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