According to the NSC Regulation No.1/2006
Date of report: 09.03.2018
Company name: COMELF SA
Address (Registered Office): Bistrita, str. Industriei nr. 4
Phone/ fax: 0263.234.462; 0263.238.092
Tax Identification No.: RO568656
Trade Register No.: J06/02/1991
Subscribed and paid-up share capital: 13.036.325,34 lei
The market on which the issued securities are traded: BSE (Bucharest Stock Exchange)
Event to report: OGAS meeting of April 19, 2018
The Board of Directors of COMELF SA, with the registered office in Bistrita, Industriei Str. No. 4, Bistrita-Nasaud county, met on 08.03.2018, based on the Decision of the Board of Directors No.2 from 08.03.2018, convenes the Ordinary General Assembly of Shareholders (OGAS) on April 19, 2018, at 10:30 a.m., at the company’s premises with the following agenda:
1. The Report of the Board of Directors, the Auditors’ Report, the Financial Staments and the Global Outcome Statement for 2017 and their approval. The discharge of the Board of Directors, of its Chairman and of the company’s General Manager for 2017.
2. Approving the distribution of the net profit for 2017 according to the proposal of the Board of Directors, of dividends to shareholders in the amount of 0,07216 lei gross / share and approving the date of July 16, 2018 as payment date.
3. Approving the IEB (Income and Expense Budget) and the organisational chart for 2018.
4. Approving the investment program for 2018.
5. Establishing the limits of competence for the General Manager and the Economic Manager in undertaking banking commitments.
6. Empowering the company’s General Manager Mr. Cenusa Gheorghe to perform all necessary formalities regarding the registration of the OGAS decision at the Trade Register Office from Bistrita-Nasaud, the publication of the decision in Romania’s Official Monitor (Official Journal of Romania) and to sign the Report regarding the conduct of the OGAS.
7. Approving the registration date proposed by the Board of Directors 28.06.2018, respectively ex date 27.06.2018.
All shareholders registered in the Shareholders’ Register at the Central Depositary (DEPOZITARUL CENTRAL SA), at the end of 10.04.2018, as reference date, may attend the meeting and vote accordingly.
One or more shareholders representing individually or together at least 5% from the share capital, have the right to:
a) Submit items on the agenda of the General Assembly, provided that each point is accompanied by a justification or draft decision to be adopted by the General Assembly, within maximum 15 days from the publication datr of the meeting notice, meaning March 28, 2018.
b) Submit draft decisions for the items already included or proposed to be included on the agenda of the General Asssembly, within maximum 15 days from the publication date of the the meeting notice, meaning March 28, 2018.
Within the same time frame each shareholder has the right to submit questions in a written form regarding the items included on the OGAS agenda.The company will prepare a general answer to the questions having the same content which will be available on the company’s website, as a Q&A document.
The shareholders mentioned in the above lines will submit all documents / questions in a written form, in sealed envelopes, accompanied by certified copies of the identification documents / identity cards for the shareholders natural persons, registration certificate for the shareholders legal entities, as well as a copy of the document proving the status of legal representative for such entities, at the company’s premises, with a clear written statement, in capital letters: FOR THE ORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS OF 19.04.2018, or by email with incorporated extended electronic signature according to Law No. 455/2001 regarding the electronic signature, to the email address email@example.com, stating the following: “for the OGAS of 19.04. 2018”.
The shareholders duly authorized at the reference date to attend the OGAS, will be granted access by simply presenting their identification document in case of natural persons or a Special Power of Attorney in case of legal entities, submitted to the natural person that represents them.
The shareholders may attend the meeting personally or they may be represented by other persons to whom a Special Power of Attorney has been granted, according to the Form provided by the company, as required by law.
The Special Power of Attorney forms for the OGAS of 19.04.2018, in Romanian and English version may be obtained at the company’s premises, or they can be downloaded from the company’s website starting with 16.03.2018. An original copy of the Special Power of Attorney in Romanian or English, filled in and signed, accompanied by the copy of the shareholder’s valid identification document (identity card for the shareholders natural persons and registration certificate for shareholders legal entities) will be submitted / sent to the company’s premises until 17.04.2018, 10:00 a.m.; another copy will be available for the representative so that he/she may prove his/her status of representative in the assembly. The Special Power of attorney forms accompanied by the shareholders’ identification documents, can be submitted in Romanian or English to the following email address: firstname.lastname@example.org, bearing the extended electronic signature according to Law No. 455/2001 regarding the electronic signature, until 17.04.2018, 10:00 a.m.; the subject should indicate the following: “for the OGAS of 19.04.2018”. At the date the OGAS is to take place, the assigned representative will hand over the original copies of the Special Power of Attorney forms, in case these have been sent by email bearing the extended electronic signature and one copy of the assigned representative’s valid identification document.
The general Power of Attorney granted by the shareholder, as a client, to an intermediary [defined according to art. 2, par. (1), item 14 of Law no. 297/2004] or to a lawyer, before the first use, will be submitted at the company’s premises, in certified copy, by the shareholder’s representative, until 17.04.2018 (registration date at the company’s register office) under penalty of loss of the right to vote through the representative during the general assembly convened through this meeting notice.
COMELF SA shareholders have the possibility to vote by mail, using the vote-by-mail form, in Romanian or English. These forms can be found at the company’s premises or they can be downloaded from the company’s website starting with 16.03.2018. The vote-by-mail forms in Romanian or in English filled in and accompanied by a copy of the shareholders’ valid identification document (identity card for shareholders natural persons, or registration certificate and the copy of the legal representative’s identification document for shareholders legal entities) may be submitted to the company’s premises, with delivery receipt, so they can be registered as being received until 17.04.2018, 10:00 a.m., at the latest. The forms received after the date and hour mentioned above will not be considered when determining the quorum and the majority in the OGAS. The voting option may be expressed by email in Romanian or English, at the following email address: email@example.com, bearing an electronic signature, stating “for the OGAS of 19.04.2018.”
The draft projects and documents to be discussed during the OGAS can be reviewed at the company’s premises, on each working day or on the company’s website (www.comelf.ro – section “Up-to-date information”) starting with 16.03.2018.
If, at the first call the assembly will not be statutory, the meeting will be recalled on April 20, 2018 under the same conditions (place, time, agenda).
Additional information can be obtained at COMELF SA premises in Bistrita, at the phone numbers 0263.234.462 int.201, 0372.037.309, each working day, from 8:00 to 15:00 or by email at the following email address: firstname.lastname@example.org
Chairman of the Board of Directors
Eng. Savu Constantin