To: BUCHAREST STOCK EXCHANGE S.A.
FINANCIAL SUPERVISORY AUTHORITY
CURRENT REPORT
In accordance with Law no. 24/2017 and NSC Regulation no. 1/2006
Date of report 25.04.2018
Name of issuer: S.C. COCOR S.A.
Headquarter: Bucharest, 29-33 IC Bratianu Blvd., district 3
Telephone: 0213131403; Fax: 0213139848; email: office@cocor.ro
Website: www.cocor.ro
Unique Registration Code: RO 327763
Order Number in the Trade Register: J40/8281/1991
Capital subscribed and paid: 12.067.640 lei
Regulated market on which the issued securities are traded: Bucharest Stock Exchange Issuer symbol: COCR
Code LEI: 31570071VUNX186G6N61
Significant events to report:
I. Convocation of the General Extraordinary Meeting of Shareholders of S.C. Cocor S.A. from 29/30.05.2018
The Board of Directors of SC COCOR SA with head office in Bucharest, 29-33 IC Bratianu Blvd., district 3, registered with the Trade Register under no. J40/8281/1991, unique registration code RO 327763, on 25.04.2018, by virtue of Law no. 31/1990, Law no. 24/2017, of the regulations issued by CNVM, as well as of the articles of incorporation, decided the convening of the General Extraordinary Meeting of Shareholders on 29.05.2018 at 13 hours, at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., 4rd floor, boardroom, district 3.
Only the shareholders registered in the Shareholders’ Register kept by SC Depozitarul Central SA on 15.05.2018 established as reference date shall be entitled to attend and can exercise the right to vote, in person or by their legal representatives.
The General Extraordinary Meeting of Shareholders will have the following agenda:
1) Approval of the conclusion of an amendment to the credit agreement no. 235 dated 28.06.2013 concluded between the Company, as a borrower and Banca Comerciala Romana S.A. as the creditor (the "Creditor"), in the initial amount of EUR 14,952,547.24 and the current EUR 8,200,000 and overdue interest in the amount of EUR 1,000,000 (the "Credit Agreement"), an amendment on the basis of which the Creditor and the Company agree to modify the above terms and other terms and conditions of the Credit Agreement (the "Amendment")
2) Approval of the conclusion of an amendment to the mortgage contract of 01.07.2013 concluded with Banca Comerciala Romana, whereby the Company guarantees the credit agreement no. 235 of 28.06.2013.
3) Approval of the conclusion of an amendment to the mortgage contract concluded with Banca Comerciala Romana, authenticated under no. 715 dated 28.06.2013 by the notary public Tatomir Gheorghe, through which the Company guarantees the credit contract no. 235 of 28.06.2013.
4) Approval of Mr Pricopie's Cristian-Claudiu,
a. to sign, provide and conclude in the name and on behalf of the Company:
i. Amendment to the Credit Agreement;
ii. Amendment to the Real Estate Mortgage Agreement
iii. Amendment to the Mortgage Mortgage Contract
iiii. and any other financing documents to which the Company must become party in accordance with the Amendment;
b. sign, provide and terminate in the name and on behalf of the Company any other contracts, documents, confirmations or writings to be made in connection with the financing documents;
c. to take all actions in connection with, if necessary, the registration of the documents or amendments made to them, provided in the above decisions, to the Electronic Archive of Real Securities Guarantees / Land Registry / Commerce Registry;
d. to carry out any administrative, legal or other administrative formalities and to generally carry out on behalf of the Company any action required or necessary to engage the Company in accordance with this Decision;
e. designate other natural or legal persons to perform the duties mentioned herein, and these other persons will have full authority to act on behalf of the Company.
The registered capital of SC Cocor SA is made up of 301691 nominal stocks, each stock giving the right to one vote within the General Meeting of Shareholders.
The shareholders registered on the reference date are entitled to attend and to vote in the general meetings directly or they can be represented by other persons than the shareholders, based on a general or a special power of attorney.
The access and/or the vote by correspondence of the shareholders entitled to attend the General Extraordinary Meeting of Shareholders is allowed after proving their identity, which shall be made, in case of shareholder natural persons, by the identity card or in case of legal persona or represented shareholders natural persons, based on special or general power of attorney granted to the natural person representing them.
The representatives of the shareholders legal persons will prove their quality as follows:
- the legal representative base on an official document attesting such quality (for example: articles of incorporation, trade register certificate issued by the Trade Register or any other proof issued by a competent authority, issued maximum 30 days before);
- the person to which the representation was granted – besides the above-mentioned documents, will submit also the special power of attorney signed by the legal representative of such legal person.
The forms of special power of attorney and/or the forms of vote by correspondence can be obtained from the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room or can be downloaded from the company website, starting 27.04.2018.
The special power of attorney may be granted to any person for representation in one general meeting and shall contain specific vote instruction from the shareholder.
Shareholders may grant a general power of attorney valid for a period which will not exceed three years, allowing its representative to vote in all metters under discussion in the general meetings of shareholders of one or more companies identified in the power of attorney, including in terms of disposal documents, provided that power of attorney be granted by the shareholder, as a customer, to an intermediate defined according to article 2, paragraph (1) point 14, of Law no. 297/2004, or to a lawyer. The general powers of attorney, before their first use, are submitted to the company with 48 hours before the general meeting, in copy, conteining the conformity with the original mention under the representative signature. Certified copies of the powers of attorney are retained by the company, having made mention of this in the minutes of the general meeting.
One original counterpart of the special power of attorney and/or the voting form of correspondence, filled in and signed, accompanied by the above-mentioned documents will be submitted/sent so that it can be registered with the company until the latest 25.05.2018 at 16 hours. The special powers of attorney / forms of vote by correspondence accompanied by the shareholder’s identity cards can be also sent by email with incorporated extended electronic signature, so that they can be registered with the company until the latest 25.05.2018 at 16 hours to the address office@cocor.ro mentioning in the subject field “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”. On the date of the general meeting, the appointed representative will deliver the original of the special power of attorney/powers of attorney, if they were sent by e-mail with incorporated extended electronic signature.
The correspondence vote forms which shall not have been received in the form, within the stipulated term and accompanied by the documents mentioned in this convocation, shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Extraordinary General Meeting of the Shareholders.
One or more shareholders representing individually or together, at least 5 % of the registered capital, shall be entitled to introduce new items on the agenda of the general meeting, provided that each item is accompanied by a justification or a resolution draft proposed for adoption by the general meeting, as well as to make proposals of resolutions for the items included or proposed to be included on the agenda of the general meeting, no later than 15 days from the publication of the convening in the Romanian Official Gazette, 4th part. The proposals can be forwarded as follows:
a) submitted at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room, with the specification written in capital letters “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018” or
b) by certified letter with acknowledgment of receipt /courier, with the specification written in capital letters “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018” or
c) sent by e-mail with incorporated extended electronic signature, to the address office@cocor.ro, mentioning in the subject field “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”.
Any interested shareholder shall be entitled to ask questions regarding the items on the agenda. The company can express a general answer for the questions with the same content. The answers to the shareholders’ questions will be given during the meeting or they will be available on the company webpage, in question-answer format.
The above-mentioned shareholders shall have the obligation to send the materials / questions in writing, in sealed envelopes, accompanied by certified copies of the identity cards in case of natural persons, respectively the copy of the trade register certificate issued by the Trade Register or any other proof issued by a competent authority regarding the identity of the legal representative of the legal person not older than 30 days, as well as the copy of the document proving their quality of legal representative, at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room with a clear specification, written in capital letters: “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”. The shareholders can send such questions also by incorporated extended electronic signature, accompanied by the certified copy of the identity card and the document attesting the quality of representative of the legal person, according to the mentions above, to the address office@cocor.ro, mentioning in the subject field “FOR THE GENERAL EXTRAORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”.
The resolution drafts and the informative materials can be inspected at the head office of the company, any working day or on the company website www.cocor.ro, section “investors informations” starting 27.04.2018.
Additional information can be obtained at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room, at phone 021/313.14.03, from Monday to Friday, between hours 10-16.
If the validity requirements of the general extraordinary meeting are not met at the first call, the second call is established for 30.05.2018 in the same place, at the same time and with the same agenda.
II. Convocation of the General Ordinary Meeting of Shareholders of S.C. Cocor S.A. from 29/30.05.2018
The Board of Directors of SC COCOR SA with head office in Bucharest, 29-33 IC Bratianu Blvd., district 3, registered with the Trade Register under no. J40/8281/1991, unique registration code RO 327763, on 25.04.2018, by virtue of Law no. 31/1990, Law no. 24/2017, of the regulations issued by CNVM, as well as of the articles of incorporation, at the request of the shareholder SIF Muntenia, decided the convening of the General Ordinary Meeting of Shareholders on 29.05.2018 at 13.30 hours, at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., 4rd floor, boardroom, district 3.
Only the shareholders registered in the Shareholders’ Register kept by SC Depozitarul Central SA on 15.05.2018 established as reference date shall be entitled to attend and can exercise the right to vote, in person or by their legal representatives.
The General Ordinary Meeting of Shareholders will have the following agenda:
1. Changing the remuneration due for the current exercise of the members of the Board of Directors.
2. Approval of the date of 19.06.2018 as registration date, according to the provisions of art. 86, al. 1, 2 of Law no. 24/2017.
3. Approval of the date of 18.06.2018 as the date ex, according to the provisions of art. 129 ² of CNVM Regulation no. 1/2006.
4. Mandate the person who will take the steps to file the decision with the Trade Registry Office.
The registered capital of SC Cocor SA is made up of 301691 nominal stocks, each stock giving the right to one vote within the General Meeting of Shareholders.
The shareholders registered on the reference date are entitled to attend and to vote in the general meetings directly or they can be represented by other persons than the shareholders, based on a general or a special power of attorney.
The access and/or the vote by correspondence of the shareholders entitled to attend the General Ordinary Meeting of Shareholders is allowed after proving their identity, which shall be made, in case of shareholder natural persons, by the identity card or in case of legal persona or represented shareholders natural persons, based on special or general power of attorney granted to the natural person representing them.
The representatives of the shareholders legal persons will prove their quality as follows:
- the legal representative base on an official document attesting such quality (for example: articles of incorporation, trade register certificate issued by the Trade Register or any other proof issued by a competent authority, issued maximum 30 days before);
- the person to which the representation was granted – besides the above-mentioned documents, will submit also the special power of attorney signed by the legal representative of such legal person.
The forms of special power of attorney and/or the forms of vote by correspondence can be obtained from the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room or can be downloaded from the company website, starting 27.04.2018.
The special power of attorney may be granted to any person for representation in one general meeting and shall contain specific vote instruction from the shareholder.
Shareholders may grant a general power of attorney valid for a period which will not exceed three years, allowing its representative to vote in all metters under discussion in the general meetings of shareholders of one or more companies identified in the power of attorney, including in terms of disposal documents, provided that power of attorney be granted by the shareholder, as a customer, to an intermediate defined according to article 2, paragraph (1) point 14, of Law no. 297/2004, or to a lawyer. The general powers of attorney, before their first use, are submitted to the company with 48 hours before the general meeting, in copy, conteining the conformity with the original mention under the representative signature. Certified copies of the powers of attorney are retained by the company, having made mention of this in the minutes of the general meeting.
One original counterpart of the special power of attorney and/or the voting form of correspondence, filled in and signed, accompanied by the above-mentioned documents will be submitted/sent so that it can be registered with the company until the latest 25.05.2018 at 16 hours. The special powers of attorney / forms of vote by correspondence accompanied by the shareholder’s identity cards can be also sent by email with incorporated extended electronic signature, so that they can be registered with the company until the latest 25.05.2018 at 16 hours to the address office@cocor.ro mentioning in the subject field “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”. On the date of the general meeting, the appointed representative will deliver the original of the special power of attorney/powers of attorney, if they were sent by e-mail with incorporated extended electronic signature.
The correspondence vote forms which shall not have been received in the form, within the stipulated term and accompanied by the documents mentioned in this convocation, shall not be taken into account when the presence and the voting quorum is established and when the votes are counted in the Ordinary General Meeting of the Shareholders.
One or more shareholders representing individually or together, at least 5 % of the registered capital, shall be entitled to introduce new items on the agenda of the general meeting, provided that each item is accompanied by a justification or a resolution draft proposed for adoption by the general meeting, as well as to make proposals of resolutions for the items included or proposed to be included on the agenda of the general meeting, no later than 15 days from the publication of the convening in the Romanian Official Gazette, 4th part. The proposals can be forwarded as follows:
a) submitted at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room, with the specification written in capital letters “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018” or
b) by certified letter with acknowledgment of receipt /courier, with the specification written in capital letters “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018” or
c) sent by e-mail with incorporated extended electronic signature, to the address office@cocor.ro, mentioning in the subject field “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”.
Any interested shareholder shall be entitled to ask questions regarding the items on the agenda. The company can express a general answer for the questions with the same content. The answers to the shareholders’ questions will be given during the meeting or they will be available on the company webpage, in question-answer format.
The above-mentioned shareholders shall have the obligation to send the materials / questions in writing, in sealed envelopes, accompanied by certified copies of the identity cards in case of natural persons, respectively the copy of the trade register certificate issued by the Trade Register or any other proof issued by a competent authority regarding the identity of the legal representative of the legal person not older than 30 days, as well as the copy of the document proving their quality of legal representative, at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room with a clear specification, written in capital letters: “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”. The shareholders can send such questions also by incorporated extended electronic signature, accompanied by the certified copy of the identity card and the document attesting the quality of representative of the legal person, according to the mentions above, to the address office@cocor.ro, mentioning in the subject field “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF SC COCOR SA from 29/30.05.2018”.
The resolution drafts and the informative materials can be inspected at the head office of the company, any working day or on the company website www.cocor.ro, section “investors informations” starting 27.04.2018.
Additional information can be obtained at the head office of the company from Bucharest, 29-33 IC Bratianu Blvd., district 3, 4rd floor, boardroom room, at phone 021/313.14.03, from Monday to Friday, between hours 10-16.
If the validity requirements of the general ordinary meeting are not met at the first call, the second call is established for 30.05.2018 in the same place, at the same time and with the same agenda.
Chairman of the Board of Directors,
S.C. Popescu Management S.R.L.
By Mr. Pricopie Cristian-Claudiu