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PREFAB SA - PREH

Notice of EGSM 21.06.2022

Release Date: 5/13/2022 1:59:11 PM

IRIS Code: 3F40E

 

CURRENT REPORT

               In accordance with Law no. 24/2017 R and Financial Supervisory Authority regulation no. 5/ 2018

 

Date of report: 13.05.2022

Name of the company - PREFAB  S.A.

Head Office – Bucharest, Dr. Iacob Felix, nr. 17-19, et.2, sector 1

Phone/Fax – 021-3315116/ 021-3305980 – 0242-311715/0242-318975

Unique registration code at the Trade Register Office – R 1916198

Trade Register no. – J40/9212/2003

Subscribed and paid-in share capital – 24.266.709,5 lei

The regulated market on which the issued securities are traded – Bucharest Stock Exchange

 

IMPORTANT EVENTS TO REPORT:

 

-          The Convocation of A.G.E.A. for the date of 21.06.2022/22.06.2022.

 

Annex: Convocation of the Extraordinary General Meetings of Shareholders of PREFAB S.A. on 21/ 22.06.2022.    

 

        The PRESIDENT of BOARD OF DIRECTORS of PREFAB S.A, with registered office in Bucuresti, Sector 1, Str. Dr. Iacob Felix, Nr. 17-19, Et. 2, registered with the Trade Register of Bucharest under no. J40/9212/04.07.2003, unique registration code RO 1916198.

        In accordance with the provisions of art. 13 of Articles of Incorporation of the company,

 

SUMMONS

 

        EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS on 21.06.2022, hours 12°° at the office of Calarasi, jud. Calarasi, strada Bucuresti, nr. 396,

for all shareholders registered in the Register of Shareholders managed by Depozitarul Central S.A. Bucharest, on 06.06.2022 day set as the reference date for general meeting of shareholders, provided that only persons who are shareholders on that date have the right to participate and vote at general meeting of shareholder.

            The convocation is carried out in accordance with the provisions of the Law no. 31/1990 R, with subsequent amendments, of art.105 of Law no.24/2017 R, and of art.183-210 of Financial Supervisory Authority regulation no. 5/2018, as well as those of the Articles of Association of PREFAB S.A.

 

                Extraordinary General Meeting of Shareholders

will have the following

 

AGENDA:

 

  1. Approval of the sale of all shares held by PREFAB S.A. to the company “PREFAB-BG”

EOOD, CUI BG 118549623, a company registered in the Republic of Bulgaria, registered in the Trade Register and the Register of Legal Entities, in which the company PREFAB S.A. sole shareholder, holding 100% of the share capital, respectively 100 (one hundred) shares, each with a nominal value of 100 (one hundred) levs.

2.      Approval that in order to sell the shares held by PREFAB S.A. to the company “PREFAB

BG” EOOD, the shares should be evaluated according to the legal provisions in force by an authorized natural or legal person.

The final price will be approved by the Board of Directors by a decision taken by a majority of votes. The sale will be made by concluding a contract for the sale of shares-shares, by a person authorized by the Board of Directors.

The asset consisting in the participation in the company “PREFAB-BG” EOOD does not contribute to the achievement of the main object of activity of the company.

The value of the asset referred to in point 1. above is less than 20% of the value of net fixed assets.

3.      Authorization of the Board of Directors of PREFAB S.A. to appoint the persons authorized

to sign on behalf of the company, before the competent authorities of the contract of sale in authentic form having as object the shares held by PREFAB S.A. to the company “PREFAB-BG” EOOD and any another document necessary for its completion, as well as to take all the necessary steps for concluding and registering this contract and the changes made within the company “PREFAB-BG” EOOD, to take all the necessary decisions, signing on behalf of PREFAB S.A., the decision of the partner unique in the company “PREFAB-BG” EOOD.

4.      Revocation of the decision of the Extraordinary General Meeting of Shareholders no.2 of

27.04.2022.

      5. Approval of the date of 08.07.2022 as the date of registration, respectively for the identification of the shareholders affected by the effects of the decisions adopted, in accordance with the provisions of art. 87, para. 1 of Law no. 24/2017 R on issuers of financial instruments and market operations.

      6.  Approval of the date of 07.07.2022 as the ex-date, in accordance with the provisions of Law no. 24/2017 R and of Regulation no. 5/2018 on issuers of financial instruments and market operations.

      7. Approval of the power of attorney and mandate of the civil society of lawyers Voicu ,Georgescu and associates, through their  collaboratoring lawyers for carrying out the necessary and legal operations for registering the decisions of the extraordinary general meeting of shareholders as well as carrying out the publicity formalities.

            Starting with 20.05.2022, the notice, informative materials and draft decisions regarding the items included in the agenda can be consulted on the company's website (www.prefab.ro – Shareholding Section – General Meeting of Shareholders) or they can be consulted or procured for a fee, from the registered office of PREFAB S.A., of str. Dr. Iacob Felix, nr. 17-19, et.2, sector 1, Bucharest or from the office of Calarasi, str. Bucuresti, nr. 396, jud. Calarasi, from Monday to Friday between 09°° and 14°.

            In application of the provisions of the Financial Supervisory Authority regulation no. 5/ 2018 and of Law no. 24/2017 R, the shareholders representing individually or together, at least 5% of the share capital, have the right:

-          to introduce new 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 the date of 30.05.2022;

-          to present draft resolutions for items included or proposed for inclusion on the agenda of the general meeting no later than the date of 30.05.2022.

            Shareholders' proposals and documents certifying the fulfillment of the conditions for exercising these rights will be sent, only in writing, in original: either by mail or courier services (at the addresses mentioned above), with the statement clearly written in capital letters: FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 21.06.2022, either by electronic means (by e-mail: actionariat@prefab.ro and office@prefab.ro).

            Each shareholder has the right to ask questions on the items on the agenda of the general meeting, no later than 14.06.2022. The company can also respond by posting the answer on the company's website (www.prefab.ro – Shareholding Section).

            Shareholders' questions may be sent in writing, either by post or courier services (to the above addresses) or by electronic means (by e-mail: actionariat@prefab.ro and office@prefab.ro). In order to identify the persons who ask questions to the company, they will attach to the request copies of the documents attesting their identity and quality of shareholder and the number of shares held at the date of the request.

            The reference date is 06.06.2022. Only the shareholders registered on this date in the Register of Shareholders managed by the Central Depository will be able to vote in the present general meeting.

Shareholders may participate in general meeting directly or may be represented by persons (including persons other than shareholders) on the basis of a special power of attorney, or, as the case may be, by a general power of attorney or may vote by correspondence.

We ask all shareholders who wish to participate in the general meeting by physical presence at the address mentioned in the convening notice for the meeting of the general meeting, to notify the Board of Directors on this intention at least 5 (five) days before the date of the meeting, at e-mail addresses: actionariat@prefab.ro and office@prefab.ro), in order to make all the necessary preparations to protect the health of the participants.

Pursuant to art. 105 of Law no. 24/2017 R, shareholders may participate in general meeting directly or may be represented by persons (including persons other than shareholders) on the basis of a special power of attorney, or, as the case may be, by a general power of attorney or may vote by correspondence.

The shareholder may grant a general power of attorney valid for a period not exceeding 3 years, allowing his representative to vote on all matters under discussion of the general meeting of shareholders, including in respect of acts of disposition, provided that the power of attorney is granted by to the shareholder, as a client, an intermediary or a lawyer.

Shareholders may attend the meeting as follows:

-          Natural persons: personally present the identity document or by representation by another person based on a special power of attorney, or as the case may be, general power of attorney and the identity document of the representative.

-          Legal entities: through their legal representative or through the person to whom the power of representation has been delegated, under the conditions of their incorporation document (identity document, power of attorney).

            Special power of attorney forms (in Romanian and English) for individuals and legal entities can be obtained from the company's website (www.prefab.ro – Shareholding Section – General Meeting of Shareholders) or from the premises specified above, from 20.05.2022 and will be completed in 3 (three) copies.

After completing in Romanian or English and signing them in handwriting, a copy of the original special power of attorney will be deposited/sent in a sealed envelope, so that it will be registered as received by the date of 17.06.2022 from Monday to Friday between 09°° and 14°° to the registers from the registered office of the company or from the headquarters of the office from Calarasi, mentioning on the envelope clearly and in capital letters “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 21.06.2022 or to email addresses: actionariat@prefab.ro and office@prefab.ro, the second copy will be handed to the representative, and the third copy will remain with the represented shareholder. The power of attorney will be accompanied by a copy of the identity document of the natural person shareholder / legal representative of the legal person shareholder, as well as for legal entities by the official document (original or copy of the original shareholder's certificate) attesting the quality of legal representative for the signatory of the power of attorney.

            The general power of attorney granted by the shareholder, as a client, to an intermediary or a lawyer, before the first use, will be deposited at the registers from the above mentioned premises, in a certified copy by the shareholder's representative, until 17.06.2022 from Monday to Friday between 09°° and 14°° (date of registration at the company's registers), under the sanction of losing the voting exercise by representative at the general meeting convened by this call, according to the provisions of the law.

            If a shareholder mandates a credit institution that provides custodial services, only the original special power of attorney is required to attend and vote at general meeting, which must be accompanied by an original statement of responsibility, given by credit institution, according to the Financial Supervisory Authority regulation no. 5/2018.

            Shareholders registered on the reference date have the opportunity to vote by mail, before the General Meeting of Shareholders, by using the voting form by mail (in Romanian and English) made available to them starting with 20.05.2022, on the company's website (www.prefab.ro – Shareholding Section/Financial – General Meeting of Shareholders) or from the premises specified above.

            Voting forms by correspondence in original, in Romanian or in English (completed and signed in handwriting by the shareholders and accompanied by a copy of the identity document of the natural person shareholder/legal representative of the legal person shareholder, as well as for legal entities, by the official document-certificate or any other document legal representative of the shareholder) will have to arrive in original by mail or courier services at the registers from the above mentioned addresses by the date of 17.06.2022, time 10°°.

            Authentic special proxies and voting forms by correspondence shall contain the information provided in the special power of attorney form provided by the company.

Special proxies, general proxies and correspondence voting forms that are not registered in the company's registers until the date indicated above may not be taken into account for determining the quorum of attendance and voting at general meeting of shareholders.

            In all the above cases, except for the special power of attorney given by a shareholder to a credit institution providing custody services, the shareholders of the legal entity if they did not provide the information on the legal representative to the Central Depository before the reference date, so it must be found in the records provided by the Central Depository for the reference date, prove the quality of legal representative with a certificate issued by the trade register, presented in original or copy conforming to the original, or any other document, in original or copy conforming to the original , issued by a competent authority of the state in which the shareholder is legally registered, which certifies the quality of legal representative. The documents certifying the quality of legal representative of the shareholder legal entity will be issued at most 3 months before the date of publication of the notices of the general meeting of shareholders. These documents attesting the quality of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation, made by an authorized translator, into Romanian or English, without being legalized or apostille, according to the of Financial Supervisory Authority regulation no. 5/2018.

           Also, the person to whom the power of representation has been delegated - if the shareholder has not provided the information on the person to whom the power of representation has been delegated to the Central Depository before the reference date, so that it can be found in the records provided by the Depositary Central for the reference date, it will present a special power of attorney, or, as the case may be, a general power of attorney signed by the legal representative of the respective legal entity as well as the documents mentioned above.

            In accordance with the of Financial Supervisory Authority regulation no. 5/2018,in the case of shareholders who ask questions or make proposals to complete the agenda, they may certify their identity in addition to the document certifying their identity and the statement of account showing the status of shareholder and the number of shares held, issued by the Central Depository or, as the case may be, by indirect participants providing custody services.

            If on 21.06.2022 the conditions of the statutory quorum provided by law and by the Articles of Incorporation will not be met, the Extraordinary General Meeting of Shareholders will be convened on 22.06.2022 in the same place, at the same hour and with the same agenda.

 

                                                                                                                                        The Board of Directors of PREFAB S.A.

Chairman

                                                                                                                                                          Eng.  Marian Petre Milut

 

 

 

 



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