CURRENT REPORT
According to ASF Regulation no. 5 / 2018
Issued on: 04.03.2021
Company Name: COMELF SA
Registered Office: Bistrita, no. 4, Industriei str.
Phone/fax number: +40 263.234.462 ; +40 263.238.092
VAT Identification: 568656
Reference Number with the Trade Register: J06/02/1991
Subscribed and paid-up share capital: 13.036.325,34 lei
The regulated market on which the issued securities are traded: BVB
Reported Event : Notice of OGMS to be held on April 15th, 2021.
The Board of Directors of COMELF SA, with registered office in Bistrita, no.4, Industriei str., Bistrita - Nasaud county, reunited on 03.03.2021, by Decision of the Board of Directors no. 2 of 03.03.2021 announces the Ordinary General Meeting of Shareholders (OGMS) on April 15th, 2021, 10 am00 at the company’s registered office, with the following agenda:
1.The report of the Board of Directors, the independent auditor reports, the financial position status and the overall result for 2020 and their approval. Release from liability for administration for the management of the Board of Directors, its chairman and the company's general manager for 2020.
2. Approval of the distribution of the net profit for the year 2020, according to the proposal of the Board of Directors, of the dividends due to the shareholders in the amount of 0,0667 gross lei / share and appointment of July 15, 2021 as the date of payment.
3. The approval of the Revenue and Expenditure Budget for 2021.
4. Approval of the investments program for 2021.
5. Establishing the boundaries of authority for contracting banking products for the general manager and the economic director.
6. The General Manager of the company, Mr. Cenusa Gheorghe, eng., will be empowered to fulfill all the formalities regarding the registration of the OGMS decision at the Bistrita - Nasaud Trade Register Office, the publication of the decision in the Official Journal and will sign the OGMS Report.
7. Approval of the registration date proposed by the Board of Directors i.e. 24.06.2021, respectively ex-date 23.06. 2021.
All the shareholders registered in the Register of Shareholders from DEPOZITARUL CENTRAL SA at the end of the day of 07.04.2021, as the reference date, may attend the meeting and cast their vote.
One or more shareholders representing individually or together at least 5% of the share-capital are entitled:
a) To add items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general meeting, no later than 15 days from the date of publication of this notice.
b) To present draft resolutions for the items included or proposed to be included on the agenda of the general meeting, no later than 15 days from the date of publication of this notice.
In the same period, each shareholder has the right to ask in writing questions regarding the items on the agenda of the OGMS. The company will formulate a general answer for the questions with the same content that will be available on the company's website, in question-answer format.
The shareholders mentioned in the previous paragraphs have the obligation to send the materials/questions in writing, in sealed envelopes, accompanied by certified copies of the identity documents, bulletin/identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as a copy of the document proving their status as legal representative, at the company headquarters with the clear written mention, with capital letters FOR THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS Of 15.04.2021, or by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address tabloubord@comelf.ro, mentioning the subject "for the OGMS of 15.04.2021".
The access of the shareholders entitled as of the reference date to attend the OGMS is allowed by the simple proof of their identity made, in the case of natural persons, with the identity document or, in the case of legal persons with the special Power of Attorney given to the physical person representing them.
The shareholders may attend in person or through other persons, based on a special Power of Attorney, according to the form made available by the company, subject to the legal regulations.
The special power of attorney forms for the OGMS of 15.04.2021 in Romanian and English may be obtained from the company's headquarters - the Dashboard Service or may also be downloaded from the company's website, starting with 10.03.2021. A copy, in original of the special power of attorney in Romanian or English, completed and signed, accompanied by the copy of the valid identity document of the shareholder (bulletin / identity card in the case of the shareholders natural persons and registration certificate in the case of the legal persons) will be submitted/sent to the company headquarters no later than 13.04.2021 10 o'clock, another copy will be made available to the representative so that he/she can prove his/her capacity as representative in the meeting. The special power of attorney accompanied by the identification documents of the shareholders may be submitted in Romanian or English language and by e-mail with the extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, no later than 13.04.2021 10 o'clock at the address tabloubord@comelf.ro, mentioning the subject "for the OGMS of 15.04.2021 ". On the date of the OGMS, the designated representative will hand over the originals of the special power of attorney forms, if they have been submitted by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.
General power of attorney granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017] or before a lawyer, before the first use, will be filed at the company headquarters, in a certified copy by the shareholder representative, no later than 13.04.2021 (date of registration at the company register), under the sanction of the loss of the exercise of the right of vote by representative at the general meeting convened by the present convener, according to the provisions of the law.
Shareholders of COMELF SA may vote by correspondence, using the form for voting by correspondence, in Romanian and English. The forms may be obtained from the company registered office - the Dashboard service or may be downloaded from the company's website, starting with 10.03.2021. The forms for voting by correspondence in the Romanian or English language are filled-in and signed, and are accompanied by a copy of the valid identity document of the shareholder (bulletin / identity card for the shareholders natural persons, respectively a certificate of registration and a copy of the identity document of the legal representative in the case of legal entities) may be sent to the company registered office, with acknowledgment of receipt, so that they can be registered as received until no later than 13.04.2021, 10 o'clock. Forms received after the date and time above will not be considered for determining the quorum and majority in the OGMS. The voting option may be expressed by e-mail in Romanian or English at tabloubord@comelf.ro, with the electronic signature mentioning "for OGMS of 15.04.2021".
The materials and draft decision submitted to the OGMS debate may be reviewed at the company's registered office, every business day or on the company's website (www.comelf.ro - "Information section"), starting with 10.03.2021.
If, at the first convocation, the meeting will not be statutory, the meeting will be called again on April 16, this year under the same conditions (place, time, agenda).
Further information may be obtained at the registered office of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 8 o'clock00 - 1500 or by e-mail at tabloubord@comelf.ro.
Chairman of the Board of Directors,
Eng. Savu Constantin