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UZTEL S.A. - UZT

Notice of OGSM for 02.07.2018

Release Date: 5/11/2018 11:54:50 AM

IRIS Code: 1D3D5

 

UZTEL  S.A.

                                 OILFIELD EQUIPMENT MANUFACTURING AND REPAIRS

               243 MIHAI BRAVU St., code 100410, PLOIESTI , PRAHOVA-ROMANIA

Phone: + 40(0)244 / 541399, 523455; 0372441111; Fax:  521181; E-mail: office@uztel.ro

              FISCAL CODE  RO1352846 , R.C. PLOIESTI  NO. J29/48/1991;  web site: www.uztel.ro  

 

 

 

 

 

 

CURRENT REPORT
under the Law no.24 / 2017  and the N.S.C. Rule No.1 / 2006

                                                                                                                    

Date of report: 11.05.2018
Name of the company:   UZTEL S.A.
Headquarters: Str.Mihai Bravu No.243, Ploiesti city, code 100410, Prahova County
Phone: 0244-541.399 / 0244-521.181
Registered business number a with Trade Register: J29/48/1991
Tax registration code: RO 1352846
Subscribed and paid share capital: 13,413,647.50 lei
Regulated market trading issued securities: Bucharest Stock Exchange


 

Important events to report:
Convening of the Ordinary General Meeting of Shareholders UZTEL S.A. for  02.07.2018

      

CALL FOR

Ordinary General Meeting of Shareholders of UZTEL S.A.
 

                    

The Board of Directors of UZTEL S.A., based in Ploiesti, Mihai Bravu Street, no. 243, Prahova County, fiscal identification number RO 1352846, business  number in the Trade Register J29 / 48/1991 (hereinafter referred to as "the Company"), met in the meeting of 10.05.2018, according to the provisions of Law no. 31/1990 on societies, republished, with subsequent modifications and completions, of Law no. 297/2004 regarding the capital market with subsequent modifications and completions, of the N.S.C.Rule no. 1/2006 and N.S.C.Rule no. 6 / 2009, Law 24/2017 regarding issuers of financial instruments and market operations, the Articles of Incorporation of the Company, having regard to the request of the UZTEL Ploiesti Association (majority shareholder holding a number of 4,498,300 shares, representing 83.8381% of the share capital) under art. 119 para. (1) of the Companies Law no. 31/1990, republished, with subsequent amendments and completions

   

                                                                                                                                 SUMMONS
 

Ordinary General Meeting of the Company's Shareholders (A.G.O.A.) for  02.07.2018, 10.00 a.m., respectively at the Company's headquarters in Ploiesti, Mihai Bravu Street, no. 243, Prahova County, for all shareholders registered in the Register of Shareholders of the Company, held and issued by the Central Depository SA at the end of 21.06.2018, established as the Reference Date.

If the above date the quorum required by the Companys' Law no. 31/1990 and Articles of Association of the Company, will not be met, it is  convened and established  the second Ordinary General Meeting of the Company's Shareholders (A.G.O.A.)  for  03.07.2018, 10.00 a.m., at the same address, with the same agenda and reference date.


                                                                                           Agenda of the General Meeting of Shareholders (A.G.O.A) is as follows:

 

 

1.     Revocation of the mandate of the current administrators of UZTEL S.A. Ploiesti, respectively: Popescu Ileana - President C.A., Maer Alina Mariana - member C.A., Comis S.R.L. Valenii de Munte by representative Badea Florian - member C.A., Hagiu Neculai - member C.A., Gheorghiu Mihail Gabriel - member C.A.

2.    Election by secret vote of the new administrators of UZTEL S.A. Ploiesti, for a mandate starting from the date of adoption of the Ordinary General Meeting of Shareholders of UZTEL S.A. Ploiesti and will expire on 13.03.2021.

3.     Determining the remuneration of newly elected administrators of UZTEL S.A. Ploiesti.

4.     Empowerment of Mr. Zidaru Ion - General Manager of UZTEL S.A. Ploiesti, for the signing of the mandate contract with the administrators.

5.   Approval of the date of 26.07.2018 as the date of registration, the date on which the identification of the shareholders to whom the results of the OGMS are to be identified according to art. 86 of the Law no. 24/2017 regarding issuers of financial instruments and market operations.

6.   Approval of 25.07.2018 as an ex-date, as defined by the provisions of C.N.V.M. No.6 / 2009 on the exercise of certain rights of shareholders in the general meetings of the companies, with subsequent amendments and completions.

7.   To empower Mrs. Popescu Ileana to sign the resolutions of this AGOA and to carry out all the legal formalities necessary for the registration and enforcement of the adopted decisions and to grant Mrs. Popescu Ileana the right to delegate another person to perform the above mentioned formalities.
 

Proposals for candidates for the election of administrators UZTEL S.A. Ploiesti will be transmitted and registered at the Company's registry (either by personal or courier services with acknowledgment of receipt), or by e-mail with extended electronic signature incorporated, according to Law no.455 / 2001 on electronic signature, at office@uztel.ro, so that they can be received by 30.05.2017 at 15.00 am. Both submissions must contain the written statement clearly and in block capitals “FOR OGMS dated 02/03.07.2018”. Each candidat proposal will include informations about name, address and professional background of the person proposed for the position of administrator of SC  UZTEL S.A. Ploiesti

The list of information on the name, home and professional qualification of the persons proposed to be the manager of UZTEL S.A. Ploiesti will be at the disposal of the shareholders at the company's headquarters and on the www.uztel.ro website, the Shares / AGA section, which can be consulted and completed by them.

The informative documents related to the agenda of the OGMS meeting will be available starting with 21.05.2018, on working days, at the registration office at the headquarters of the Company located in Mihai Bravu str., No. 243, Ploiesti, Prahova County, Romania ("UZTEL Registry"), and electronically on the Company's website at www.uztel.ro, the Shares / GMS section. Shareholders may receive, upon request, copies of documents relating to items on the OGMS agenda.

One or more shareholders, representing individually or collectively at least 5% of the share capital of the Company, may ask  through a request sent to the Board of Directors of the Company the introduction of additional points on the agenda of the A.G.O.A and to present draft of decisions for the  items included or proposed to be included on the agenda of AGOA.

Proposals for the introduction of new items on the agenda will have to be accompanied by a justification and / or draft of decision proposed for adoption.

Proposals for inserting points on the agenda of A.G.O.A. and justification and / or draft of decisions for items included or proposed to be included on the agenda of the A.G.O.A. will be:
a) transmitted by any form of courier with acknowledgment of receipt and registered with the UZTEL Registrar Office, or sent by e-mail with the extended electronic signature incorporated according to the Law no. 455/2001 regarding electronic signature, at office@uztel.ro until 30.05.2018 at 15.00 am. Both modes of transmission must contain the written statement in clear and capital letters "FOR A.G.O.A  OF  02/03.07.2018”.

b) in the case of natural persons shareholders accompanied by copies of shareholders' identity documents (identity documents must allow the identification of shareholders in the Register of the Company's Shareholders held and issued by the Central Depository SA) and in the case of the legal persons shareholders the identity copy of the legal representative, together with the certificate of findings,  original or conform copy, issued by the Trade Registry or any other document in original or in accordance with the original issued by a competent authority in the state where the shareholder is legally registered and attesting the quality of legal representative, no older than  3 months reported on the date of publication of the A.G.O.A call.

Documents attesting to the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English.

The Company's  shareholders may send written questions, in Romanian or English, regarding the items on the A.G.O.A agenda.  Written questions regarding the items on the agenda of A.G.O.A. will be transmitted and registered to the UZTEL Registry by any form of courier with acknowledgment of receipt, or by e-mail to office@uztel.ro with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, until 26.06.2018,  10:00 am with the written mention in clear and in capitals "FOR A.G.O.A OF 02/03.07.2018". Answers  will be available on the Company's Web site at www.uztel.ro, the Shares / GMS section.

The Company's shareholders will submit written questions regarding the items on the agenda of the AGOA., in the case of natural persons shareholders, accompanied by copies of the shareholders' identity documents (identity documents must allow the identification of the shareholders in the Register of the Company's Shareholders held and issued by the Depozitarul Central SA), and in the case of the legal persons shareholders, and in the case of the legal persons shareholders the identity copy of the legal representative, together with the certificate of findings,  original or conform copy, issued by the Trade Registry or any other document in original or in accordance with the original issued by a competent authority in the state where the shareholder is legally registered and attesting the quality of legal representative, with a maximum length of 3 months reported on the date of publication of the A.G.O.A.

Documents attesting to the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English.

Shareholders registered on the reference date of 21
.06.2018 in the Registry of the Company's Shareholders held and issued by the Central Depository S.A. can participate in A.G.O.A. can vote:
            i)  in person  - direct vote;
            ii) by representative, with special or general mandate;
            iii) by correspondence.

Special Empowerment Form:

            a) can be obtained, in Romanian and English, starting with 21.05.2018, from the UZTEL Registry and from the Company website (www.uztel.ro);
            b) it will contain the way of identifying the shareholder's quality and the number of shares held, as well as the vote,  "for " or " against " or " abstaining "of each issue subject to               approval;
            c) will be completed by the shareholder in three copies: one for the shareholder, one for the representative and one for the Company.

The general empowerment may be granted by the shareholder, as a client, only to an intermediary defined in accordance with art. 2, par. 1, point 20 of the Law no. 24/2017 regarding issuers of financial instruments and market operations, or a lawyer.

 

The special and general empowerments will be transmitted, in original, in Romanian or English, by the shareholder of the UZTEL Registry, by any courier form with acknowledgment of receipt until no later than 30.06.2018, 10.00 am  for AGOA  in closed envelope, with the inscription written in clear and in capitals "FOR AGOA DATE OF 02/03.07.2018", together with the copy of the identity document of the shareholder (in the case of natural persons shareholders identity document, respectively in the case of legal persons, identity document of the legal representative), as the case may be, together with the certifying certificate, in original or copy conforming to the original, issued by the Trade Registry or any other document, in original or in a copy conforming to the original, issued by a competent authority in the state in which the shareholder is legally registered and attesting the status of legal representative no older than maximum 3 months reported on the date of the AGOA calling.

If the representative is a credit institution that provides custody services and has a special mandate, it must be drafted according to the C.N.V.M. No.6 / 2009 and the Layout of Measures C.N.V.M. no. 26/2012, signed by the shareholder, which will be accompanied by a declaration on own responsibility given by the credit institution that received the power of representation, by special authorization, which will show that:

            a) the credit institution provides custody services for that shareholder;
            b) Instances of special empowerment are identical to instructions in the SWIFT message 
received by the credit institution to vote on behalf of that shareholder;

           c) the special power of attorney is signed by the shareholder.

The special and general empowerments may also be sent by e-mail to: office@uztel.ro with the extended electronic signature, according to the Law no. 455/2001 regarding the electronic signature, so that they can be received by 30.06.2018 at 10.00 am. Upon completing the special and general empowerments, the shareholders must take into account the possibility of completing / updating the agenda, in which case these documents will be updated and made available no later than 20.06.2018, 15.00 pm.

 Access of shareholders entitled to participate in A.G.O.A. is allowed by simply proofing their identity as follows:

            a) in the case of natural persons shareholders based on the identity document;
            b) in the case of legal persons, on the basis of the presentation of a copy of the certifying or equivalent certificate and of the identity document of the legal representative or, as             the case may be, of the documents attesting the legal representative of the legal person;
            c) in the case of participation by a conventional representative, the documents referred to in a) or b) to which is added special or general mandate
.

The quality of legal representative is evidenced by the presentation of a certificate of findings  issued by the Trade Registry (or by another institution having a similar authority in the country of residence of the foreign legal person), in original or copy according to the original, no older than  3 months reported on the date of the A.G.O.A.; Documents attesting to the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English.

The shareholders of the Company have the possibility to vote by correspondence, before A.G.OA., by using the voting ballot form for the correspondence vote ("Correspondence ballot").
Ballot Mailbox Bulletin:

            a) can be obtained, in Romanian and English, starting with 21.05.2018, from the UZTEL Registry and from the Company website (www.uztel.ro);
            b) it will contain the way of identifying the shareholder's title and the number of shares held, as well as the vote, " for " or " against " or " abstaining "of each issue subject to                     approval
.

Ballot papers will be sent, in original, in Romanian or English, by any form of courier with acknowledgment of receipt to the UZTEL Registry, or by e-mail with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature at office@uztel.ro, by 30.06.2018, 10.00 am.

The ballot papers, completed and signed, shall be transmitted together with the copy of the identity document of the shareholder (in the case of the natural persons shareholders the identity document, respectively in case of legal persons, the identity document of the legal representative), as the case may be, in original or copy conforming to the original issued by the Trade Registry or any other document in original or in a copy conforming to the original issued by a competent authority in the state in which the shareholder is legally registered and attesting the status of legal representative, not older than 3 months reported on the date of publication of the AGOA  calling.

When filling in ballot papers by correspondence, the shareholders have to take into account the possibility of completing / updating the agenda, in which case these documents will be updated and made available until the latest on 20.06.2018, at 15.00 am.

Ballot papers, special or general empowerments  not received at the UZTEL Registry or by e-mail until  30.06.2018, at 10.00 am will not be taken into account for establishing the quorum and majority in A.G.O.A.

At the date of the convocation, the share capital of the Company is 13,413,647.50 lei and consists of 5.365.459 nominative shares, dematerialized, with a nominal value of 2.5 lei, each share giving the right to one vote in the meeting of the General Meeting of Shareholders.

Additional information can be obtained at the Internal Audit Department every working day, between 08.00-16.00, at 0244/541399 ext.430, as well as from the company's website www.uztel.ro, the  Shareholders /AGA  section.

                                             
Chairman of the Board of Directors
POPESCU ILEANA

 

 

 



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