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BERMAS S.A. - BRM

Notice of EGSM & OGSM - April 09, 2020

Release Date: 3/6/2020 8:32:32 AM

IRIS Code: D265C

SC BERMAS SA

                                      CURRENT REPORT

                  according to the provisions of the Law no. 24/2017 on

                 issuers of financial instruments and market operations

 

Date of the report:  March 06,  2020

Name of the issuer company: SC "BERMAS" SA

Headquarters: Scheia, str. Humorului nr. 61, Suceava county

Phone / Fax no.: 0230526545; 0230526542

Tax identification number: RO 723636

Registration number with the Trade Register: J33/37/1991

Subscribed and paid capital: 15.087.134,30 RON

Total number of shares: 21.553.049 of which: 21.553.049 voting shares

Regulated market where the issued securities are traded: Bucharest Stock Exchange

           In accordance with the provisions of the Law no. 31/1990 republished on trade companies as subsequently amended and supplemented, of the Law no. 24/2017 on issuers of financial instruments and market operations, of the Articles of Incorporation of the company and of the resolution taken during the meeting on 05.03.2020, the BOARD OF DIRECTORS of SC "BERMAS" S.A. Suceava, based in Scheia, str . Humorului nr. 61, Suceava County registered with the Trade Register under no. J33/37/1991, Tax identification number: RO 723636;

                                                            CONVENES

         THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS on  April 09, 2020, at 11 o’clock at the company headquarters in Scheia, str. Humorului nr. 61, Suceava county and followed by the ORDINARY GENERAL MEETING OF SHAREHOLDERS, on the same date and at same place at 12 o’clock, for all shareholders registered in the Shareholders’ Register of SC "BERMAS" SA at the end of  April 5, 2019, date set as reference date, for both general meetings, provided that only the physical persons and legal entities who are shareholders on  March 27, 2020 are entitled to attend and to vote at the convened general meetings.

      I. THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS has the following agenda:

1.  Analysis and approval of the investment program for the year 2020 - 2021;

2. a) Approval of the ceilings for short-term credits to partially finance the production activity, up to a total value of 7.500.000 lei.

b) Approval of the pledge and mortgage of movable and immovable property assets in favour of the financing banks both for securing the contracted loans and for obtaining guarantees such as bank guarantee letters at the request of the company in favour of third parties (public institutions, suppliers);

c) - Mandate of the Board of Directors to determine the financing bank by resolution, to negotiate the lending conditions, and to individualize mortgaged property to guarantee these loans.

3. Approval for the conclusion of the legal documents regarding the temporary and free use of goods and accessories for the sale of beer, namely: dispensers, KEG-type stainless steel barrels, packaging for glass beer sales, CO2 tubes, transport means for distribution, advertising logistics, etc. in order to achieve the object of the company's activity.

4. Approval of May 29, 2020 (ex-date May 28, 2020) as registration date in accordance with art. 86 paragraph (1) of the Law no. 24/2017 regarding the issuers of financial instruments and market operations respectively the date of identification of the shareholders affected by the resolutions of this EGMS.

5. Empowering the Chairman of the Board of Directors to sign on behalf of the shareholders the decisions of the EGMS and any other documents related thereto and to carry out any act or formalities required by the law for the registration and enforcement of the resolutions of the EGMS including the publication and registration formalities to the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

             II. THE ORDINARY GENERAL MEETING OF SHAREHOLDERS has the following agenda:

1. Discussion and approval of the annual financial statements as at 31 December 2019 based on the Directors' Report and on the Financial Auditor's Report for the year 2019.

2. a) - Discussion and approval of the proposal of the Board of Directors for the distribution of net profit for the year 2019.

    b) - The Board of Directors proposes the distribution of the net profit for the financial year 2019 amounted to 1.958.209 RON as follows:

  • Legal reserve of 2019 – 114.933 lei;
  • Dividends --- 1.724.244 lei;
  • Other reserves --- 119.032 lei.

The gross dividend per share to be granted for a share held on the registration date is set at 0,08 lei / share.

3. Discharge of administrators for the financial year 2019.

4. Presentation and approval of the Income and Expenses Budget for 2019

5. Appointment of the financial auditor and establishing the duration of the financial audit contract as a result of the expiration of the current contract.

6. Establishment and approval of the general limits for the pay of the members of the Board of Directors and authorization of the Chairman of the Board of Directors as representative to establish the pay granted to executives and the fee of the financial auditor.

7. Approval of the registration date and of the date of identification of the shareholders affected by the resolutions of this OGMS. The Board of Directors proposes as registration date on  May 29, 2020 (ex-date May 28, 2020) and the dividend payment date on 15 June 2020.

8. Empowering the Chairman of the Board of Directors to sign on behalf of the shareholders EGMS resolutions and any documents related thereto and to perform any act or formality required by law for the registration and enforcement of the resolutions of the OGMS, including publishing and registration formalities to the Trade Register or any other public institution. The Chairman of the Board of Directors may delegate all or part of the powers conferred above to any person competent to carry out this mandate.

             If on April 09, 2020, the quorum conditions laid down by law and by the Articles of Incorporation are not met, the General Extraordinary and Ordinary Meetings of Shareholders will be held on April 10, 2020 at the same place and at the same time, and with the same agenda irrespective of the joint quorum and will take decisions by the majority of the validly casted votes.

            The shareholders registered in the Shareholders' Registry issued by the Depozitarul Central SA at the reference date may attend the general meetings either personally (in case of individuals), by legal representatives (in the case of legal entities) or by a representative based on "Special Power of Attorney" or "General power-of-attorney "and can vote directly, by representative or by postal ballot.

            The access of individual shareholders entitled to attend general meetings is permitted by simply demonstrating their identity.

            The legal entities may attend the two general meetings by legal representative.

            The quality of legal representative is established on the basis of the list of shareholders from the reference date received from Depozitarul Central SA. If the legal representative data was not updated to Depozitarul Central SA by the shareholder legal entity corresponding to the reference date, the proof for the capacity of legal representative shall be made on the basis of a certificate issued by the Trade Register in true copy, or any other document issued by a competent authority in the State in which the shareholder is legally registered and attesting the status of the legal representative, issued no more than 90 days before the date of publication of this notice to attend.

             Documents attesting the capacity of legal representative, drafted in a foreign language other than English, will be accompanied by a translation into Romanian or English, made by an authorized translator.

            According to the provisions of art. 117 ^ 1 par. (1) of the Law no. 31/1990 and art. 92 paragraph (3) of the Law no. 24/2017, one or more shareholders representing individually or together at least 5% of the share capital of the company may request the Board of Directors of the company to add additional points on the EGMS / OGMS agenda and / or to submit draft resolutions for points included or proposed to be included on the EGMS / EGMS agenda subject to the following conditions:

(i) - In case of shareholders natural persons, the applications must be accompanied by a copy of the identity document and the statement of account showing the capacity of shareholder and the number of shares held by Depozitarul Central SA;

(ii) - In the case of shareholders legal entities, the applications must be accompanied by:

  • A certified statement in original or true copy issued by the Trade Register or any other document, in original or true copy, issued by a competent authority in the state where the shareholder is legally registered, no more than 3 months reported on the date of publication of the notice to attend of the general meeting, certifying the capacity of legal representative;
  • The statement of account from which the shareholder and the number of shares held issued by Depozitarul Central SA

(iii) – To be accompanied by a supporting document and / or draft resolution to be adopted;

(iv) – To be transmitted and registered at the registered office of the company in Scheia, str. Humorului nr. 61, Suceava County by any form of courier, with acknowledgment of receipt not later than March 25,  2020, at 12 o’clock, in original, signed and if necessary stamped by the shareholders or their legal representatives. The same identification requirements will also apply to the legal representative of the shareholders who addresses questions on the points of the EGMS / OGMS agenda.

Shareholders may ask questions to the company by means of a document that will be transmitted and registered at the registered office of the company in Scheia, str. Humorului no. 61, Suceava County by any form of courier, with acknowledgment of receipt, by April 06, 2020 at the latest, at 12 o’clock, in original, signed and if necessary stamped by the shareholder or his legal representatives.

           Documents relating to general meetings of shareholders

            Documents relating to general meetings of shareholders shall be made available to shareholders on the website www.bermas.ro and can be consulted at the company's headquarters on working days (Monday - Friday 9-14) as follows:

  • The report of the Board of Directors and the financial statements at the date of publication of this notice to attend, respectively on 06.03.2020;
  • The rest of the materials related to the agenda, including the draft resolution for the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders will be made available to shareholders as of 09.03.2020.

      The special power of attorney and postal ballot forms are made available to shareholders as of March 15, 2019 at the company headquarters and on the website www.bermas.ro.

       The shareholders will fill in and sign the special powers of attorney in three original copies: one for the shareholder, one for the representative and one for the company. The copy for the company, filled in and signed, is submitted personally or is transmitted:

• By any form of courier - the special power of attorney form in the original, together with the accompanying documents at the headquarters of the company Scheia, str. Humorului, nr. 61, Suceava County, so that it can be registered with the company no later than April 06, 2020, at 12 o’clock, under penalty of losing the voting rights;

• By e-mail with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature at office@bermas.ro until April 06, 2020 at the latest, at 12 o’clock under the penalty of losing the voting right.

      The Company will accept a general power of attorney for shareholders to attend and vote in general meetings given by a shareholder acting as client to an intermediary (defined in accordance with Article 2 (1) (20) of Law 24/2017) or to a lawyer without requesting additional documents relating to that shareholder if the general power of attorney complies with the provisions of the Low no. 24/2017 signed by the respective shareholder and accompanied by a declaration on his / her own responsibility given by the legal representative of the intermediary or by the attorney who has been given the power of attorney through general power of attorney stating that:

  1. The power of attorney is granted by the respective shareholder, acting as client to his/her intermediary, or as the case may be, to his/her attorney-at-law;
  1. The power of attorney is signed by the shareholder.

      The declaration given by the legal representative of the intermediary or the attorney at law who has been authorized to represent by general authorization must be submitted to the company in original, signed and stamped as appropriate, with general authorization no later than April 06,  2020.

Prior to submitting special or general powers of attorney, shareholders may notify the company of the appointment of a representative by sending an email to office@bermas.ro.

Shareholders have the option to vote by postal ballot before the general meeting of shareholders by using the ballot ballots provided by the company.

       The postal ballot forms will be available in Romanian and English, starting with March 09, 2020, at the company headquarters as well as on www.bermas.ro.

Under the penalty of losing the voting rights, ballot papers filled in and signed by shareholders, together with the accompanying documents, shall be transmitted at the company's headquarters to be registered by April 06, 2020 at 12 o’clock, as follows:

  • By any form of courier;

       For the transmission of special powers of attorney, postal ballots and accompanying documents by post or any other form of courier, the following requirements shall be met:

  • The special power of attorney or the ballot ballots, filled in and signed in the original by the shareholder (according to the procedure of this notice to attend) shall be enclosed in an envelope which shall indicate clearly and in block capitals: "Special Power of Attorney" / "Postal ballot"- name, surname / shareholder name, personal identification number / tax identification number;
  • The envelope mentioned above, together with the accompanying documents, is sent to the company in another envelope, which indicates clearly and in block capitals: "FOR EGMS/OGMS".

         In case the shareholder who has voted by postal ballot personally attends the general meeting, the vote expressed by postal ballot will be cancelled. In this case, only the vote expressed in person or by representative shall be taken into consideration.

          If the person representing the shareholder personally attending the general meeting is other than the person who has casted his/her vote by postal ballot, then for the validity of his vote, he/she shall submit during the meeting a written revocation of the postal ballot signed by the shareholder or by the representative who cast his/her vote by postal ballot. This is not necessary if the shareholder or his/her legal representative is attending the general meeting.

         All the materials for the EGMS / OGMS general meeting will be available on the web site www.bermas.ro  and at the company headquarters in Scheia, str. Humorului, no. 61 Suceava County.

               

                               CHAIRMAN OF THE BOARD OF DIRECTORS OF

                                         SC "BERMAS" SA SUCEAVA

                                                  ec. Anisoi Elena



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