AGM Information • Mar 21, 2018
AGM Information
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| To: | The Romanian Financial Supervisory Authority Financial Instruments and Investments Sector |
|---|---|
| The Bucharest Stock Exchange Regulated Spot Market, Category Int'l (Shares) |
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| From | DIGI COMMUNICATIONS N.V. |
pursuant to Law no. 24/2007 on issuers of financial instruments and market operations and to the Romanian National Securities Commission Regulation no. 1/2006 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
| Report date: | 21 March 2018 |
|---|---|
| Name of the issuing entity: | DIGI COMMUNICATIONS N.V. (the "Company") |
| Statutory seat: | Amsterdam, The Netherlands |
| Visiting address: | Bucharest, 75 Dr. N. Staicovici, Forum 2000 Building, Phase I, 4th floor, 5th District, Romania |
| Phone/Fax number: | +4031.400.65.05/ +4031.400.65.06 |
| Registration number with The Netherlands Chamber of Commerce Business Register and Dutch Legal Entities and Partnerships Identification Number (RSIN): |
Registration number with The Netherlands Chamber of Commerce Business Register: 34132532/29.03.2000 RSIN: 808800322 |
| Romanian Tax Registration Code: | RO 37449310 |
| Share Capital: | EUR 6,918,042.52 |
| Number of shares in issue: | 100,000,000 (out of which (i) 65,756,028 class A shares with a nominal value of ten eurocents (€ 0.10) each and (ii) 34,243,972 class B shares, with a nominal value of one eurocent (€ 0.01) each) |
| Number of listed shares: | 34,243,972 class B shares |
| Regulated market on which the issued securities are traded: |
Bucharest Stock Exchange, Main Segment, Category Int'l (Shares) |
Important events to be reported: Convocation of the Company's general shareholders meeting for 2 May 2018 for the approval of, among others, the 2017 Annual Report and of the 2017 Financial Statements
The Company would like to inform the market and its investors that today, 21 March 2018, the Board of Directors of the Company convenes the general shareholders meeting of the shareholders (the "GSM") of the Company (Digi Communications N.V.), to be held on Wednesday, 2 May 2018 at 12:00 p.m. CEST, at Radisson Blu Hotel Amsterdam airport, Boeing avenue 2, 1119 PB Schiphol-Rrijk, The Netherlands.
The main topics for the GSM are the following:
We kindly invite the market to visit the Company's website at http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.
The above-mentioned section from the Company's website also contain the English and Romanian complete versions of the 2017 Annual Report, the 2017 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor's Report.
The document named 'Agenda and explanatory notes' contains detailed descriptions regarding the items for the GSM.
Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporategovernance) and on the 'Convocation Notice' available at http://www.digi-communications.ro/en/generalshare-holders).
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON WEDNESDAY, MAY 2, 2018 AT 12:00 P.M. CEST AT RADISSON BLU HOTEL AMSTERDAM AIRPORT, BOEING AVENUE 2, 1119 PB SCHIPHOL-RIJK, THE NETHERLANDS
c. Corporate governance of the Company and compliance with the Dutch Corporate Governance Code (discussion item)
d. Dividend and Reservations Policy (discussion item)
The agenda and explanatory notes together with the Annual Report 2017 will be posted on the website of the Company (www.digi-communications.ro) from 21 March 2018 onwards and will, with effect from the same date, be available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).
In accordance with the statutory provisions of the Dutch Civil Code, shareholders entitled to attend and vote at the AGM, are the persons who (i) are registered as shareholder in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Wednesday 4 April 2018 (the Reference Date) after all debit and credit entries have been handled as per the Registration Date and (ii) in addition have registered themselves in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders' register of the Company.
Class A shares: holders of registered class A shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company of their intended attendance, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail [email protected]) no later than by Thursday 25 April 2018 at 17.00 hours EEST.
Class B shares: holders of class B shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company in writing of their wish to attend, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail [email protected]) no later than by Thursday 25 April 2018 at 17.00 hours EEST.
Shareholders will receive a receipt confirmation which also serves as entrance registration form for the meeting.
No shareholder will be able to vote by (electronic) correspondence. The actual exercise of the vote will be made at the AGM, either in person or based on a written power of attorney, in compliance with the requirements stated herein.
A shareholder or holder of a right of usufruct or pledge, who does not wish to attend the AGM in person, may grant an electronic or written power of attorney and voting instructions to a third person to vote at the AGM on his behalf. In such case, the shareholder shall have to register his shares in the manner as described above together with a copy of a duly notarized power of attorney.
The shareholder may also grant duly notarized power of attorney with voting instruction(s) to Mrs. Carmen Otelea, the external legal counsel appointed as the Company's corporate secretary (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania). The shareholder will also notify the Company of an electronic copy of the duly notarized power of attorney at the following email address: digi.gsm@digicommunications.ro.
A template of the power of attorney can be obtained free of charge, in both Romanian and English format language, through the website of the Company (www.digi-communications.ro, on the section dedicated to the AGM). Whenever one shareholder choses to use a different format for the power of attorney, the power of attorney will need to be sufficiently specific and to grant an unequivocal, sufficient and valid right to participate and vote at the AGM. The Chairman of the AGM will be entitled to reject any document not meeting these minimum requirements at its discretion.
Prior to the AGM, as a condition for allowing the participant to attend and vote, the confirmation statement of registration as received from the Company as well as an original copy of the written and duly notarized power of attorney shall have to be handed in by the authorized person at the registration desk.
Persons entitled to attend the AGM will be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.
At the day of this convocation the Company has an issued share capital of EUR 6,918,042.52 consisting of 65,756,028 Class A Shares, each having a nominal value of EUR 0.10 and 34,243,972 Class B Shares, each share having a nominal value of EUR 0.01. 5,609,361 Class A Shares and 997,154 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at that day amounts to in total 634,713,488.
For additional information, please visit the Company's website at: www.digi-communications.ro
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