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Notice of OGSM 18-19.12.2018 - English version

Release Date: 11/19/2018 10:10:04 AM

IRIS Code: 765BE


Bucharest Stock Exchange

Corporate Actions Regulated Market Department

Financial Supervisory Authority

Investment and Financial Instruments Sector

Current Report according to the ASF Regulation no.5/2018


Managed under two tier system

Headquarters : Lavrion Street no. 29, Mangalia , Constanta County

Telephone/fax : 0241 75 24 52; 0241 75 55 59

Trade register No: J13/696/1991

Sole registration number at the Trade Register Office : RO 2980547

Subscribed and paid capital: 57.894.993,9 lei

Regulated market on which the issued shares are traded : Bucharest Stock Exchange

Important event to be reported:

The Executive Board of THR Marea Neagra SA inform supervisors of the Capital Market shareholders and potential investors about convening Ordinary General Meeting of Shareholders for the date of 18.12.2018 at the first convocation and 19.12.2018 at the second convocation.

We present the full text of the convocation:


The Board of Directors of THR Marea Neagra S.A. headquartered in Mangalia Place, Lavrion Street, No. 29, Constanta County, having J13/696/1991, C.U.I. RO2980547, according to the Law No. 31/1990, with the subsequent amendments and completions, of the Law No. 24/2017, ASF Regulations no.5/ 2018 and with the Constitutive Act's provisions, met on 14th of November 2018;

Hereby notifies about the upcoming General Meeting of Shareholders that shall be held on 18.12.2018 at 09.30 at company headquarters, with the following AGENDA:

1. Information on the financial and financial situation of the company as of 30.09.2018 and the analysis regarding the way of realization of BVC 2018 provisions

2. Approving the Income and Expenditure Budget and the Investment Program for 2019

3. Modification of the provisions of the Administration Contract

4. Modification of the Terms of the Mandate Contracts

5. Designation of the conventional trustee to sign from the company Additional Act to the Administration Contract.

6. Designate the person empowered to carry out legal forms of advertising in order to comply with the adopted decisions.

The General Shareholders' Meetings will be entitled to participate and will be able to vote only the shareholders registered in the Shareholders Register of the Company on 05.12.2018, set as the reference date.

On the date of the convocation, the share capital of THR Marea Neagra S.A. is 57.894.993,90 lei and is divided into 578.949.939 nominative and dematerialized shares with a nominal value of 0,1 lei, each share giving the right to one vote at the general meeting of the shareholders.

The shareholders representing, individually or together, at least 5% of the share capital, are entitled to:

a) to introduce new points on the agenda of the general assemblies provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the general assembly no later than 03.12.2018;

b) to submit draft decisions for the items included or proposed to be included on the agenda of the general meetings until 03.12.2018 at the least.

Each shareholder has the right to ask questions about the items on the agenda of the general meetings.

The company can also respond by posting the response on the company's website under the,,Frequently Questions" section.

The shareholders mentioned in the previous paragraphs have the obligation to send the materials / questions in writing in enclosed envelopes, accompanied by the following documents: In the case of the natural persons shareholders - a certified copy of the identity document and the statement of account issued by the Central Depository SA from which the quality shareholder and number of shares held; In the case of the legal persons - the registration certificate, the legalized copy of the legal representative's identity card and the statement of account that results in the ownership of the shareholder and the number of shares held, issued by the Depositary Central SA or, as the case may be, by the participants providing the services of custody, according to the law. The aforementioned documents will be sent to the company's registered office, with the clear written mention, in capital letters:


Documents, informative materials and draft decisions of general meetings on issues included on the agenda can be consulted on the company's website - www.thrmareaneagra.ro and/or from the company's Head Office, starting with 16.11.2018, on the working days between 900 - 1300.

Shareholders registered at the reference date may participate and vote at the General Shareholders' Meetings directly or may be represented by persons other than shareholders, on special or general empowerment basis, drafted in accordance with the provisions of Law No. 24/2017 regarding the capital market and ASF Regulation no.5/2018. Shareholders who are legal persons or entities without legal personality who participate in the General Shareholders' Meetings through a person other than the legal representative, will necessarily use a special or general authorization, under the conditions mentioned above. The shareholders will fill in and sign the special powers in three original excerpts: one for the shareholder, one for the representative and one for the company.

General Empowerment may be granted for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the General Meeting of Shareholders, provided that the shareholder's general power of attorney is granted as a client to an intermediary defined in accordance with Article 92 of Law No.24 / 2017 or a lawyer. Shareholders can not be represented in the General Meeting of Shareholders on the basis of a general mandate by a person in a situation of conflict of interest, in accordance with the provisions of Law no. 24/2017.

The access of the natural persons shareholders entitled to participate in the general meeting is allowed by the simple proof of their identity, made with the identity document, and in the case of the natural persons represented, with the empowerment of the natural person representing them.

The access of legal persons shareholders entitled to participate in general meetings is permitted on the basis of evidence of the status of legal representative when the legal representative of the shareholder himself is present. If the legal representative is not present, together with the proof of the legal representative shall be given the date of the natural person representing the respective shareholder.

The quality of legal representative shall be evidenced by a certificate issued by the Trade Registry in the original or a copy corresponding to the original or any other document, in original or in a copy corresponding to the original, issued by a competent authority in the state where the shareholder is legally registered, attesting to the status of legal representative. The documents certifying the status of legal representative of the legal person shareholder will be issued after 30.09.2018. Documents certifying the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation by an authorized translator in English or Romanian.

The requirements mentioned in the preceding paragraphs also apply adequately to prove the status of legal representative of the shareholder proposing the introduction of new items on the agenda of the general meeting of shareholders or asking questions to the issuer on items on the agenda of the general meeting shareholders

Special powers (for open vote and for secret ballot) can be obtained at the headquarters of the company from 16.11.2018 between 900 - 1300 or can be downloaded from the company's website. A copy of the special power of attorney will be deposited at the Company's headquarters, Romanian or in English, until and including 16.12.2018, 09.00, , a copy to be made available to the representative so that he can prove this quality.

Special powers may also be transmitted electronically with an extended electronic signature according to the law at the e-mail address thrmareaneagra@yahoo.com

Shareholders registered on the reference date have the opportunity to vote by correspondence, before the general meeting, by using the correspondence ballot form. The voting form can be obtained from 16.11.2018, from 900 to 13 00 at the registered office of the company or on the website www.thrmareaneagra.ro.

The ballot papers by correspondence completed and signed, shall be enclosed in a sealed envelope: The form of the ballot paper with the updated correspondence for open vote shall be accompanied by the copy of the identity document (identity card / identity card for individuals, certified copy for conformity under the holographic signature of the holder , respectively registration certificate for legal entities, under the signature of the legal representative, until 16.12.2018, a 09.00, in sealed envelope with the clear written word, in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS ON THE DATE 18/19.12.2018.

The ballot papers that are not received untill the mentioned date cannot be take into consideration for determining cvorum or majority in the meetings of shareholders.

Correspondence ballots and special proxies will also be available in English on the company's website, starting 16.11.2018. Additional information can be obtained from the company's headquarters or at 0241.752.452 from 9.00 to 13.00.

In the event of non-fulfillment of the conditions for the validity of the meetings at the firstconvocation, the General Shareholders' Meetings are convened for the day of 19.12.2018, keeping the agenda, the time and the place of their work.


Narcisa Mosoiu


Doina Parcalabu


Constantin Stanescu


Information provided by IRIS, the news platform of the Bucharest Stock Exchange.


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