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SOCIETATEA DE CONSTRUCTII NAPOCA SA - NAPO

Notice of OGSM 26/27 of April, 2018

Release Date: 3/20/2018 1:08:03 PM

IRIS Code: E8C83

 

 

CURRENT REPORT

According to Law no. 24/2017 on Issuers of Financial Instruments and Market Operations

 

 

 

Report date: 20.03.2018

Name of Issuing Company: Societatea de Constructii Napoca SA

Registered office: Cluj Napoca, Piata 1 Mai, nr. 1-2, jud. Cluj

Phone/fax: 0264 – 425.861;  0264 – 425.053

Trade Register Number: J 12/15/1991

Sole registration number with the Trade Register Office: 199117

Share capital: 6.231.454 lei

Regulated market on wich they are traded: Bucharest Stock Exchange

 

 

Signifiant events to be reported:

 

The Board of Directors of the SOCIETATEA DE CONSTRUCTII NAPOCA S.A., with the registered office located in Cluj-Napoca at no. 1-2, str. 1 Mai, Cluj county, registered with the Office of Trade Register under no. J12 /15/1991, Tax Identification Code RO 199117, at its meeting on 20.03.2018  in accordance with the legal provisions and the provisions set forth in  the memorandum of association;

Pursuant to Art. 117 of Law no. 31/1990, as subsequently amended and supplemented

 

CONVENES

 

The Ordinary General Meeting of Shareholders of the Societatea de Constructii Napoca SA, for April 26th 2018, at 10:00 am (first call) respectively on April 27th 2018, at 10:00 am (on the second call), at the company’s headquarters in Cluj Napoca, 1-2, P-ta 1 Mai, Romania, for all the shareholders registered in the Company Shareholders’ Registry, at 13.04.2018, considered as “Reference Date” for this meeting.

 

AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS:

         

1.      Approval of the financial statements for 2017 prepared in accordance with International Financial Reporting Standards (IFRS) , based on  Director’s report and  Financial Auditor’s report.

2.      Approval of the Annual Report for the financial year 2017.

3.      Approval of the income and expenses  budget for the financial year 2018.

4.      Approval of the distribution of the net profit recorded in the financial year 2017.

5.      Approval of the  discharge the members of the Board of Directors, for their activity carried  out during the financial year 2017.

6.      Approval of 18.05.2018 as  “registration date”, according to art. 86 of the Law no. 24/2017 on issuers of financial instruments and market operations

7.      Approval of 17.05.2018 as “ex-date”, according to the Law no. 24/2017 on issuers of financial instruments and market operations

8.      Authorizing a person to fulfill the legal formalities for the registration of the decision taken       

 

One or more shareholders holding, individually or together, at least 5% of the Company’s share capital, has/have the right to include new items on the agenda of the Ordinary General Meeting of the Shareholders (each new item shall be submitted together with an explanation or a draft decision in order to be adopted in the Ordinary General Meeting) and to submit draft decisions for items included or to be included on the agenda of the Ordinary General Meeting of the Shareholders, not later than 15 days from the date this summons has been published, i.e. not later than April 05, 2018.

The above mentioned rights of the shareholders shall be exercised only in writing.

 

The shareholders have the right to ask questions related to items on the agenda of the Ordinary General Meeting of the Shareholders; the answers to be published on the Company‘s Internet website page www.sccnapoca.ro.

The questions shall be submitted or sent to the registered office of the Company in such way to be registered at the registry of the Company not later than 13.04.2018, hour 4,00 PM, in a sealed  envelope  bearing  the  clearly  written   statement   in   capital  letters:   “FOR   THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 26/27, 2018”.

 

The registered shareholders at the reference date shall exercise the right to participate and to vote in the Ordinary General Meeting of the Shareholders personally, via correspondence or through a representative with special/general proxy. The general proxy will be awarded by the shareholder, acting as client, only to an agent as it is defined in art. 92 paragraph 14 of Law no. 24/2017 on Issuers of Financial Instruments and Market Operations, or to an attorney-at-law.

 

 

In case the shareholders appoint representatives for the participation and voting in the Ordinary General Meeting of the Shareholders, the notification of their appointment shall be submitted to the Company only in writing.

 

The  correspondence  vote  forms  and  the  special  proxy  forms  for  representation  of  the shareholders in the Ordinary General Meeting of the Shareholders are made available at the registered office of the Company, as well as on the website of the Company www.sccnapoca.ro.

 

The correspondence vote forms filled in by the shareholders either in Romanian or English shall be submitted or sent in original, through certified mail, to the Registration Office of the Company, together with the copy of the identity document for shareholders - natural person or with the copy of the identity document of the legal representative of the shareholder - legal person, signatory of the Correspondence vote form, in such way to be registered at the registry of the Company:

 

-  not later than 20.04.2018, hour 04,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “VOTE BY CORRESPONDENCE FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 26/27, 2018 “.

 

The correspondence vote forms which shall not have been received in the form and within the term provided above 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.

 

The proxies  for  the  shareholders’  representation  in  the Ordinary General  Meeting,  filled  in  by the shareholders  either in Romanian or in a widely used language in the international financial area, together with   the copy of the identity document of the appointed representative, shall be submitted or sent in copy, containing the remark of true copy of the original under the representative’s signature, through certified mail, to the Registration Office of the Company in such way to be registered at the registry of the Company:

 

-    not later than 20.04.2018, hour 04,00 PM, in a sealed envelope bearing the clearly written statement in capital letters: “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM APRIL 26/27, 2018 “.

 

 

The proxies may also be sent by e-mail to the address  sccnapoca@yahoo.com.

 

Only the registered shareholders at the reference date shall be entitled to participate and to vote in the Ordinary General Meetins of the Shareholders summoned for APRIL 26/27, 2018 personally, via correspondence or through a representative with proxy.

 

The documents and information related to the items on the agenda of the Ordinary General Meeting, as well as the draft decisions related to the items on the agenda of the Ordinary General Meeting, the correspondence vote forms and the proxy forms for representation of the shareholders in the Ordinary General Meeting of the Shareholders, as well as the Regulation for exercising the voting right in the Ordinary General Meeting by the shareholders of Societatea de Constructii Napoca SA, are made available for the shareholders at the registered office of the Company from Cluj Napoca, no.1-2, Piata 1 Mai, Cluj Napoca, County, Romania, and are posted on the website of the Company www.sccnapoca.ro  starting with the date of 20.03.2018.

 

Any additional information may be obtained at phone no. 0264.42.58.61.

 

 

  Chairman of the Board     

                                                                                    Ec.  Cachita Floarea Doina

 



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