RAPORT CURENT CONFORM REGULAMENTULUI A.S.F. 5/2018
• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE
A.S.F. (NATIONALSECURITIES COMMISSION)
• DATE OF REPORT: March 16 2021
• THE ISSUING COMPANY: SINTEZA S.A.
• SOCIAL HEADQUARTERS: Sos. Borsului nr.35, Oradea county BIHOR
• PHONE: 0259456116; 0259444969, FAX: 0259462224
• UNIQUE REGISTRATION CODE AT THE TRADE REGISTER OFFICE : 67329
• REGISTRATION NUMBER AT THE TRADE REGISTER OFFICE: J / 05/197/1991
• SOCIAL CAPITAL SUBSCRIBED AND PAID-UP : 9916888,50 LEI
• THE REGULATED MARKET FOR TRANSACTION OF THE ISSUED SECURITIES : BVB
( BUCHAREST STOCK EXCHANGE )
IMPORTANT EVENT TO REPORT : NOTICE OF ORDINARY GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS for April 21, 2021
THE BOARD OF DIRECTORS of SINTEZA S.A. Oradea, based in Oradea, Sos. Borsului no. 35, Bihor county, registered at ORC Bihor under no. J05 / 197/1991, having the unique registration Code RO 67329 and the subscribed and paid-in share capital 9916888.50 LEI, met on 15.03.2021, in accordance with the provisions of art. 117 of Law no. 31/1990 republished with subsequent amendments and completions, of Law no. 24/2017, of the FSA Regulation no. 5/2018 and of the Articles of Association, convenes the following general meetings:
I. ORDINARY GENERAL MEETING of shareholders on 21.04.2021 at 12.00 at the company's headquarters in Oradea, Sos. Borsului no.35, having the following
1. Discussion and approval of the annual financial statements concluded on December 31, 2020, based on the Directors' Report and the Auditor's Report, for the financial year 2020;
2. Discharge of the administrators for the financial year 2020;
3. Presentation and approval of the income and expenditure budget of the company for 2021;
4. Approval of the registration date, dated 13.05.2021, according to which the shareholders on whom the effects of the GMS decisions will be reflected will be identified, in accordance with the provisions of art. 86 of Law 24/2017 and establishing the date of 12.05.2021 as ex-dates according to art.2, letter l of the FSA Regulation no. 5/2018;
In case of non-fulfillment of the statutory conditions regarding the holding of the Ordinary General Meeting of Shareholders on the indicated day, it will be reconvened for April 22, 2021 at the same time, in the same place and with the same agenda.
II. EXTRAORDINARY GENERAL MEETING of shareholders on 21.04.2021 at 13.00 at the company's headquarters in Oradea, Sos. Borsului no.35, having the following
1. Ratification of the Decision of the Board of Directors dated 02.02.2021, which has the following content
"1. Extension by 12 months of the Guarantee Letter Ceiling in the amount of EUR 530,000 granted by Banca Transilvania, issued in favor of NIS;
2. Extension by 12 months of the Ceiling for issuing Letters of Guarantee in the amount of USD 600,000 granted by Banca Transilvania and its possible supplement up to the amount of USD 700,000, in order to insure the currency risk, according to the negotiations with BT;
Conversion of the ceiling from USD to EUR according to negotiations with BT;
3. The maintenance of the guarantees constitutes in favor of Banca Transilvania, respectively
- Real estate mortgages on land and constructions, located in Oradea, Borsului sauce no. 35, registered in CF no. 204333 and CF no. 204334 Oradea;
- Movable mortgage on accounts opened with Banca Transilvania;
4. Empowerment of the General Manager of the company, Mr. STOIA TUDOR-IOAN, to represent the company, to sign the contracts for the extension of the Ceiling Letters of Guarantee, the guarantee contracts, all the legal acts and the necessary documents in order to fulfill the ones decided in points 1-3; "
2. Approval of the registration date, dated 13.05.2021, according to which the shareholders on whom the effects of the GMS decisions will be reflected will be identified, in accordance with the provisions of art. 86 of Law 24/2017 and establishing the date of 12.05.2021 as ex-dates according to art.2, letter l of the FSA Regulation no. 5/2018;
In case of non-fulfillment of the statutory conditions regarding the holding of the Extraordinary General Meeting of Shareholders on the indicated day, it will be reconvened for April 22, 2021 at the same time, in the same place and with the same agenda.
The shareholders who have the right to participate in the general meetings are those who appear in the Register of shareholders kept by Depozitarul Central SA Bucharest, at the end of April 9, 2021, considered the reference date.
The shareholders registered on the reference date may participate and vote at the general meetings directly or may be represented by persons other than the shareholders, based on a special or general power of attorney granted according to the legal provisions. The access of the shareholders to the general meetings is made by the simple proof of their identity, made in the case of the individual shareholders with the identity document, and in the case of the legal entity shareholders and of the represented natural person shareholders, with general power of attorney representing them.
The special power of attorney (special power of attorney) or general power of attorney will be drawn up in three original copies (one for the company, one for the principal and one for the agent) and are available in Romanian and English either from the company's headquarters or from the web www.sinteza.ro, starting with 19.03. 2021 ora 12.
After completing and signing the copy for the issuer, it will be submitted in person in original until 19.04.2021 at 12.00 in a sealed envelope with the written mention in clear and capital letters “FOR THE ORDINARY / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21 / 22.04.2021 ”or sent by e-mail with extended electronic signature, at the company's headquarters, accompanied by a copy of the identity document or registration certificate of the represented shareholder, until 19.04 .2021 at 12.00, at the address of e-mail is firstname.lastname@example.org.
Proxies will be accepted in either Romanian or English.
Shareholders registered on the reference date in the shareholders' register have the possibility to vote by correspondence, before the General Meetings of Shareholders, by using the voting form by correspondence (in Romanian and / or English).
The voting form (ballot) by mail in Romanian and English can be obtained starting with 19.03.2021 at 12 noon, from the company's headquarters or from the website www.sinteza.ro.
The voting form (ballot) by mail in Romanian or English, completed and signed by the shareholder together with all the accompanying documents, can be submitted as follows:
a) sent to the company in original at its headquarters until 19.04.2021 at 12 o'clock in a sealed envelope with the written mention in clear and capital letters "FOR THE ORDINARY / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21 / 22.04.2021" with legalization of signature by a notary public with a copy of the identity document or registration certificate of the shareholder, by any form of courier,
b) sent by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, until 19.04.2021 at 12 o'clock at the address email@example.com mentioning on the subject "FOR THE ORDINARY / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21 / 22.04.2021".
One or more shareholders who hold, individually or together, at least 5% of the share capital have the right to introduce, within maximum 15 days from the date of publication of the call, respectively the date of 04.04.2021, new items on the order of day of the General Meetings of Shareholders, provided that each item is accompanied by a justification or a draft decision proposed for approval by the general meetings of the GMS, which will be sent to the company's headquarters in writing, until 04.04.2021 12, also have the right to present draft decisions for the items included or proposed to be included on the agenda of the GMS, which can be exercised in writing, by transmission to the company's headquarters, until 04.04.2021 at 12 o'clock .
Requests regarding the introduction of new items on the agenda as well as draft decisions for these items will be submitted to the Board of Directors only in writing, in a sealed envelope with the written statement in clear and capital letters “FOR THE ORDINARY / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21 / 22.04.2021 ”. The agenda completed with the proposed items will be republished in compliance with the requirements provided by law for convening the General Assembly.
The shareholders of the company can ask questions regarding the items on the agenda, no later than one working day before the date of the General Meeting, respectively 20.04.2021, they can be submitted in writing, to be submitted at the company's headquarters with copies of documents which allow the identification of the shareholder, until 20.04.2021 at 12 o'clock.
The questions are submitted to the Board of Directors in writing, in original, in a sealed envelope with the written mention in clear and capital letters “FOR THE ORDINARY / EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 21.04.2021”. The company will formulate answers to questions on the website (in question-answer format), as soon as possible.
The special proxies, the completed and signed voting form, the requests regarding the introduction of new items on the agenda, the questions asked by the shareholders, will be accompanied by the following documents (a) in the case of natural persons photocopy with the original, respectively (b) in case of legal entities photocopy of the identity document of the legal representative, ascertaining certificate issued by the Trade Register, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders, in original or in copy the original.
In the conditions of the recent evolution of COVID-19 spread, considering the restrictions imposed by the prolongation of the alert state on the Romanian territory but also the requests of the Financial Supervisory Authority regarding the adoption of all necessary measures to prevent / limit the spread of COVID-19, the Company recommends its shareholders mainly use electronic means / remote interaction, including voting by mail as an alternative to physical participation in the GMS.
For the situation in which the shareholders will still want to exercise their right to vote through direct participation, the company will take preventive measures to protect against the spread of Covid-19 virus, but not limited to these, such as: disinfecting the meeting room, requesting a declarations on one's own responsibility regarding the state of health and measures in order to protect the company's staff, involved in the conduct of general meetings.
The company informs the shareholders that it will apply any restriction in force at the date of the GMS regarding the number of participants or the conditions for participation in events held indoors.
The company will closely follow the evolution of the current epidemiological situation, informing the shareholders / investors about any relevant information regarding the development and participation in the GMS works.
The documents, the materials regarding the issues on the agenda, the total number of shares issued and the voting rights at the date of convening, the draft decisions, the special proxy forms and the voting form by mail will be available in English to shareholders both at the company's headquarters. as well as on the web page www.sinteza.ro, starting with the date of publication of this call, respectively 19.03. 2021.
Additional information, including information on shareholders' rights, can be found on the website www.sinteza.ro or can be obtained by phone: 0259/444969, on weekdays, from Monday to Friday between 9.00-13.00 .
CHAIRMAN OF THE BOARD