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ASCENDIA SA - ASC

Notice of EGSM 22.09.2018

Release Date: 8/17/2018 10:41:20 AM

IRIS Code: E7944

To: Bucharest Stock Exchange

ASC 3880/17.08.2018

 

 CURRENT RAPORT

EGMS notice for 22nd(23rd).09.2018

 

Current report according to

 BVB Regulations for AeRO , Law 24/2017, ASF Regulations 5/2018, UE Regulations no. 596/2014

Report date

17.08.2018

Name of the company

ASCENDIA S.A.

Registration office

Eufrosin Poteca St. No.40, 1’st floor, Sector 2, Bucharest

Phone/fax/email

phone/fax: 021 312.42.26, Email: office@ascendia.ro

Unique registration number

RO 21482859

Number of registration at the Registry of Commerce

J40/6604/30.03.2007

Subscribed and paid-up share capital

144.444,40 RON for 1.444.444 shares with face value of 0,1 RON

The regulated market on which it is traded

Bucharest Stock Exchange – ATS, AeRO - Premium

LEI Code

315700DLIITW8APMVF93

  

Important event to report

In accordance with the regulations on issuers and securities transactions, Ascendia S.A. informs shareholders that the Company's Administrator, Cosmin Malureanu, convenes the Extraordinary General Meeting of Shareholders ("EGMS") of the company for 22.09.2018, 11:00 (second call for 23.09.2018, 11:00, in the same location and with the same agenda) in the meeting room of Ascendia S.A., located at the working point located in Avrig St. No. 12, 4’th floor, Sect. 2, Bucharest, Romania, convening for all shareholders registered in the Shareholders Register at the end of 10.09.2018 (Reference Date), with the following agenda*:

 

1.      Approval of amendments to Articles 6.2, 6.3, 12.10, 13.1 letters c), g), h), 13.3, 14.4, 14.7, 16.1 letters j), k), n) and 20.2 of the ARTICLES OF INCORPORATION of the Company, as follows:

 

1.1.   Taking into account the change of the shareholder structure through the transactions performed at the Bucharest Stock Exchange, Art. 6.2 of the ARTICLES OF INCORPORATION is modified to correspond to the consolidated synthetic structure of the holders of financial instruments (shares) holding at least 10% of the share capital at 18.04.2018, as provided by the Central Depositary and with reference to the founding shareholders in accordance with the law, and shall have the following content:

- Art 6.2. The share capital is divided into 1,444,444 nominative shares with a nominal value of 0.1 lei each, numbered from 1 to 1,444,444 and are subscribed in full by the shareholders as follows:

·         MALUREANU COSMIN, founding shareholder, Romanian citizen, born on [personal data], living in [personal data], identified by C.I. [personal data]series no. [personal data] issued by [personal data] on [personal data], having CNP [personal data], holds 889,632 shares, with a value of 0.1 lei / share, with a total value of 88,963.2 lei, representing 61.5899% of the share capital , subscribed and paid-up, of the Company, participation to profit 61.5899% and participation to loss 61.5899%;

·         MALUREANU ALEX, founding shareholder, Romanian citizen, born on [personal data], living in [personal data], identified by C.I. [personal data] series no. [personal data], issued to [personal data]on [personal data], with CNP [personal data], holds a number of 318,647 shares, with a value of 0.1 lei / share, with a total value of 31,864.7 lei, representing 22.0602% of the share capital, of the Company, subscribed and paid-up, participation to profit 22.0602% and participation to loss 22.0602%;

·         Natural persons holding cumulatively 175,048 shares, with a value of 0.1 lei / share, with a total value of 17,504.8 lei, representing 12.1187% of the subscribed and paid-up share capital of the Company, participation to profit 12.1187% and participation to loss 12.1187%. Among these shareholders is MALUREANU ADRIANA-IOANA, founding shareholder, Romanian citizen, born on [personal data], living in B[personal data], identified by C.I. [personal data] series no. [personal data], issued by [personal data]on [personal data], having CNP [personal data], owns 65,000 shares, with a value of 0.1 lei / share, with a total value of 6.500 lei, representing 4.5% of the subscribed and paid-up share capital, of the Company, participation to profit 4.5% and participation to loss 4.5%;

·         Legal entities holding a total of 61,117 shares, with a value of 0.1 lei / share, with a total value of 6.111,7 lei, representing 4,2312% of the subscribed and paid-up share capital of the Company, participation to profit 4.2312% and participation to loss 4.2312%;

1.2.   In order to keep a reference to the initial shareholder structure from the date when the company was incorporated into a joint stock company, Art. 6.3 is added to the ARTICLES OF INCORPORATION, which will have the following content:

- Art 6.3 The founding shareholders of Ascendia SA in the decreasing order of the shares held in the Company on the day of its formation as a joint stock company are: Malureanu Cosmin (70%) having CNP [personal data], Malureanu Alex (25%) having CNP [personal data] and Malureanu Adriana-Ioana (5%) having CNP [personal data].

1.3.   In order to streamline the functioning of the general meetings, Art. 12.10 of the ARTICLES OF INCORPORATION is amended, taking over and adapting the existing statements found in the updated Law 31/1990, as follows:

- Art.12.10 - The presence of shareholders holding combined at least one fourth of the total voting rights is required for the deliberations of the general meeting. Decisions of the general meeting shall be taken by a majority of the votes cast at the general meeting.

1.4.   In order to streamline the functioning of the company, Art.13 of the ARTICLES OF INCORPORATION is amended by updating Art.13.1 letter c), as follows:

- Article 13.1 - letter c) to set the remuneration due for the duration of the current term of office of the sole administrator / administrators of the board of administration;

1.5.   In order to streamline the functioning of the company, Art.13 of the ARTICLES OF INCORPORATION is amended, by adding to Art.13.1 letter g), as follows:

- Article 13.1 – letter g) Set the remuneration for the financial auditor;

1.6.   In order to streamline the functioning of the company, Art.13 of the ARTICLES OF INCORPORATION is amended, by adding to Art.13.1 letter h), as follows:

- Article 13.1 - letter h) to set the term of office of the General Director;

1.7.   In order to streamline the functioning of the company, Art.13 of the ARTICLES OF INCORPORATION is amended, by updating Art.13.3, as follows:

- Article 13.3 The shareholders agree that the powers provided in Article 13.1 (g) and (h) and the powers provided in Article 13.2 (b), (d) and (g) are delegated to the sole administrator / board of administration.

1.8.   In order to streamline the functioning of the general meetings, Art. 14.4 of the ARTICLES OF INCORPORATION is amended, taking over and adapting the existing statements found in the updated Law 31/1990, as follows:

- Art.14.4 - Shareholders who are members of the board of administration or the board of directors cannot vote on the basis of the shares they own, neither in person or through a trustee, the discharge of their management or a problem in which their person or administration is in question.

 

1.9.   In order to streamline the functioning of the general meetings, Art. 14.7 of the ARTICLES OF INCORPORATION is amended, taking over and adapting the existing statements found in the updated Law act 31/1990, as follows:

- Art.14.7 - The shareholder who is in breach of this provision is liable for the damage suffered by the company if, without his vote, the majority required by the law wouldn’t have been obtained.

 

1.10.  Considering the potential existence of important financial reserves, as well as the opportunity to finance the development of the company using various grants, in order to improve the functioning of the company, Art.16 of the ARTICLES OF INCORPORATION is amended by updating Art. 16.1 letter j) as follows:

- Article 16.1 - letter j) decides, represents the Company with full powers, concludes and signs legal acts regarding operations with term deposits and certificates of deposit with commercial banks, investments, fund units of the Open Investment Funds, direct operations on the Capital Market, operations on the money market, government securities operations, operations with derivative products.

 

1.11.  Considering the potential existence of important financial reserves, as well as the opportunity to finance the development of the company using various grants, in order to improve the functioning of the company, Art.16 of the ARTICLES OF INCORPORATION is amended by updating Art. 16.1 letter k), as follows:

- Article 16.1 - letter k) decides, represents the Company with full powers, concludes and signs legal acts by which the Company undertakes to open / close current accounts with financial or non-banking financial institutions, credit / loan contracts, access or closure of any other banking products and / or financing of the Company from bank institutions, credit institutions and / or other banking or non-banking financial institutions, under the negociated conditions, or loans from shareholders on the basis of interest-free loan contracts, sums to be reimbursed to them when restitution will not disrupt the cash-flow of the Company.

 

1.12.  Considering the potential existence of important financial reserves, as well as the opportunity to finance the development of the company using various grants, in order to improve the functioning of the company, Art.16 of the CONSTITUTIVE is amended by adding to Art.16.1 letter n), as follows:

- Article 16.1 - letter n) decides, represents the Company with full powers, concludes and signs legal acts regarding the writing, contracting and implementation of projects for the financing of the Company's development by accessing non-reimbursable funds from national or foreign financing lines, including if necessary the allocation decision of the amounts necessary to ensure the co-financing required for the implementation of such projects.

 

1.13.  In order to streamline the functioning of the company, Art.20 of the ARTICLES OF INCORPORATION is amended, by updating Article 20.2, as follows:

- Article 20.2 – The date on which the identification of the shareholders to receive dividends or other rights and on which the effects of the decisions of the general meeting of the shareholders will occur shall be determined by the latter, within the limits of the law.

2.      Approval of the issuance of non-convertible corporate bonds and authorization of the administrator for the period between the publication of the decision of the EGMS in the „Monitorul Oficial al Romaniei” Part IV and December 31, 2020 to decide one or several bond issues in RON, up to the total maximum amount of 4,500,000 lei (four million five hundred thousand lei), each bond being issued with a nominal value of 100 lei per bond, with a maturity of at least 3 and maximum 5 years, with an maximum annual interest rate of 10% per year. Authorizing the Administrator to decide the time liness of each issue and its final details, as well as to sign any documents relating to each bond issue including the type of placement (public or private), the writing of issuance prospectuses, or any necessary documents needed for listing the bonds on the relevant market of the Bucharest Stock Exchange, as well as any other documents that could be concluded in connection with the issue and the fulfillment of this decision.

3.      Taking into account the BSE recommendations regarding the "Premium" category, considering the provisions of Regulation no. 5/2018 of the Financial Supervisory Authority regarding the reporting obligations of the companies whose shares are traded, with their consent, within an alternative trading system, the approval that the company continues to elaborate only the mandatory periodical reports required by the Law.

4.      Approval of the Authorization of the Company's Administrator to form an Advisory Board consisting of a minimum of 3 and a maximum of 5 people, known specialists or entrepreneurs with a business history relevant to the Company to help the company's management in its development. Authorization of the administrator to decide on the composition, the functioning of the Advisory Board and the system of payment / rewarding of its members.

5.      Approval of the creation and implementation of a Company's Reward Plan ("Plan") for the employees working in the Company (active work contract/mandate) and authorize the Company's Administrator for the creation and implementation of this plan starting with the year 2019, referring to the company's annual results that will to be reported for the year 2018 at the Bucharest Stock Exchange.

6.      In line with the previous paragraph, regarding the Company's Reward Plan, Article 9 of the Company's ARTICLES OF INCORPORATION will be amended by adding Art. 9.6 and Art. 9.7, as follows:

6.1. To facilitate the implementation of the Company’s Reward Plan, adding Art. 9.6 to the ARTICLES OF INCORPORATION of the Company as follows:

- Art. 9.6 - The Company's staff will participate annually, starting with 2019, to the Company’s Reward Plan. This plan involves giving cash and / or company shares to its employees. The plan exclusively targets people with a contract of employment / mandate with a minimum of 1 year of work experience within the Company. Seniority is calculated as the sum of all months actually worked for the Company from the date of employment until the end of the fiscal year preceding that in which the bonus is granted. The first bonuses will be granted starting with 2019 for the fiscal year 2018. The bonuses will be granted only to the individuals employed in the company on the date of reporting the annual financial results to the Bucharest Stock Exchange. Bonuses in shares may also be offered through the allocation of shares or the option to acquire shares of the Company, up to a maximum of 5% of the Company's shares for the entire duration of the Company’s Reward Plan. For this, the Company will allocate a maximum of 10% of the company's annual net profit from the year preceding the bonifications. Criteria, bonuses, payment / reward terms, type of actions to be awarded, time period and conditions by which the actions thus granted can be capitalized will be subject to the Reward Plan.

 

6.2. In order to facilitate the implementation of the Company’s Reward Plan, Art. 9.7 is added to the ARTICLES OF INCORPORATION of the Company, as follows:

- Article 9.7 The Company's Administrator is mandated to take all necessary measures for the creation and implementation of the Company’s Reward Plan, including: identifying the allocation criteria, calculating the annual bonuses, determining the number of shares to be effectively distributed each year, the exercise of rights, determination of the mechanism for identifying the beneficiaries, updating the Plan, drafting and publishing the information documents according to the law, etc. The Company's Administrator is mandated to fulfill the provisions of the Company’s Reward Plan, ie to complete all necessary legal steps and formalities. The administrator will be able to delegate these tasks.

 

7.      Approval of the Registration Date, defined as the date that serves to identify the shareholders to whom the decisions of the EGMS are imposed. The identification of the shareholders will be done by consulting the Shareholders' Registry held by the Central Depositary. The proposal for the Registration Date is: 10.10.2018, and the Date for the Ex-date 09.10.2018.

 

8.      Empowerment, with substitutability, of the company's administrator, Cosmin MALUREANU to sign the shareholders 'resolutions and any other documents related to them and to perform all the procedures and formalities provided by the law for the implementation of the resolutions of the shareholders, including the formalities for their publication and registration with the Trade Registry or any other public institution.

 

 We attach to this report the Convocation together with the instructions regarding the EGMS. * The areas with personal data have been properly marked.

 

CEO

ASCENDIA S.A.

Cosmin Malureanu

 



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