Pre-Annual General Meeting Information • Mar 26, 2018
Pre-Annual General Meeting Information
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SINTEZA S.A. Şos. Borşului no. 35 410605 ORADEA - ROMANIA
BANK: BANCA TRANSILVANIA ORADEA IBAN EURO:RO61BTRL00504202N98396XX SWIFT CODE: BTRL RO22XXX BANK: EXIM BANK ORADEA IBAN EURO:RO05EXIM109000019389EU01 SWIFT CODE: EXIMROBU
THE BOARD OF DIRECTORS OF the Company S.C. SINTEZA S.A. Oradea, with head office in Oradea, Şos. Borşului no. 35, Bihor county, registered at the Trade Register Office Bihor under no. J05/197/1991, met on 26.03.2018, in accordance with the stipulations of art. 117 of the Law no. 31/1990, republished with the subsequent amendments and additions, of the Law no. 297/2004, of the Law 24/2017, of the CNVM Regulations and of the dispositions of the Articles of Incorporation, announces the convening of the ORDINARY GENERAL MEETING of shareholders on 28.04.2018, 10,00 o'clock at the company's head office in Oradea, Şos. Borşului no. 35, with the following
The discussion and approval of the yearly financial statements concluded on the 31st of December 2017, on the grounds of the Administrators' Report and of the Auditor's Report, for the financial year 2017;
The discharge from administration of the administrators for the financial year 2017;
The presentation and approval of the Budget for incomes and expenses of the company for the year 2018;
The approval of the date 17.05.2018 as registration date proposed by the Board of Directors for identification of shareholders affected by the decisions of General Meeting of Sharholders and the establishment of the date of 16.05.2018 as ex-date according to art.2, letter f of the Regulation CNVM no. 6/ 2009.
In case of non-fulfilment of the statutory conditions regarding the Ordinary General Meeting of Shareholders on the day mentioned above, this will be reconvened for the 29th of April 2018, at the same hour, in the same place and with the same agenda.
The shareholders who have the right to attend the general meetings are the ones who appear in the Shareholders' Register on 17.04.2018, considered the date of reference.
The shareholders registered at the date of reference may attend and vote in the general meetings directly or may also be represented by other persons than the shareholders, based on a special or general mandate granted according to the legal stipulations. The shareholders' access to the general meetings can be done by simple proof of their identity, made in the case of the shareholders -natural persons with the identity document and in the case of the shareholders - legal persons and of the shareholders - represented natural persons, with general mandate / special power of attorney, given to the natural person who represents them.
The special power of attorney (special mandate) or general power of attorney will be drafted in three original copies (one for the company, one for the principal and one for the agent) and are available in the Romanian and English language either at the company's head office in person or on the web page www.sinteza.ro, as of 27.03.2018, 10 o'clock.
After filling in and signing the copy for the issuer one shall submit it in person in original until 27.04.2018, 12 o'clock in enclosed envelope with the written mention in print with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 28/29.04.2018" or it will be sent by e-mail with extended electronic signature, at the company's head office, accompanied by a copy of the identity document or of the registration certificate of the represented shareholder, until 27.04.2018, 10,00 o'clock, at the e-mail address [email protected].
The powers of attorney will be accepted either in the Romanian or in the English language.
The shareholders registered on the date of reference in the shareholders' register have the possibility to vote by mail, before the General Meeting of Shareholders, by using the vote by mail form (in Romanian or English language). The ballot paper in the Romanian and English language can be obtained as of 27.03.2018, 10 o'clock from the company's head office or from the website: www.sinteza.ro.
The vote by mail form (ballot paper) in the Romanian or English language, filled in and signed by the shareholder together with all the accompanying documents, can be forwarded as follows:
a) will be sent to the company in original at its head office until 27.04.2018 10, o'clock in enclosed envelope with the written mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 28/29.04.2018" with signature legalization by a notary public with the copy of the shareholder's identity document or registration certificate, by any courier form,
b) will be sent by e-mail with extended electronic signature embedded according to Law 455/2001regarding the electronic signature, until 27.04.2018, 10 o'clock at the e-mail address [email protected] specifying at subject "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 28/29.04.2018" .
One or more shareholders who own, individually or together, at least 5% of the share capital, have the right to introduce, within at the most 15 days after the publication of the convening, respectively 11.04.2018, new items on the agenda of the General Meeting of Shareholders, under the condition that each item be accompanied by a justification or by a draft resolution proposed for approval by Ordinary General Meeting of Shareholders, which will be transmitted at the company's head office in writing, until 11.04.2018, likewise they have the right to present draft resolutions for the items included or proposed to be included on the agenda of the Ordinary General Meeting of Shareholders, reason for which this right can be exercised in writing, by sending it to the company's head office, until 11.04. 2018, 10 o'clock.
The requests regarding the introduction of some new items on the agenda as well as the draft resolutions for these items will be forwarded to the Board of Directors only in writing, in enclosed envelope with the written mention in print with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 28/29.04.2018". The agenda with the proposed items will be republished with the fulfilment of the requirements stipulated by law for the convening of the General Meeting.
The company's shareholders may address questions regarding the items on the agenda, no later than one working day before the date of General meeting, respectively 26.04.2018, these can also be submitted in written form, followed by the submission of these to the company's head office together with copies of documents which allow the identification of the shareholder, until 26.04.2018, 10 o'clock.
The questions are submitted to the Board of Directors in writing, in original, in enclosed envelope, with the written mention in print with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 28/29.04.2018". The company shall compose a reply to the questions on the web page (in question-answer form), as soon as possible.
The special powers of attorney, the vote form filled in and signed in original, the requests regarding the introduction of new items on the agenda, the questions composed by the shareholders, will be accompanied by the following documents (a) in the case of the natural persons photocopy identity document signed for conformity with the original, respectively (b) in the case of the legal persons photocopy of the identity document of the legal representative, confirmation of company details issued by the Trade Register, issued at least 3 months before the publication of the convening notice of the general meeting of shareholders, in original or in certified true copy.
The board of directors proposes as registration date the date of 17.05.2018, based on which the shareholders affected by the decisions of the General Meeting of Shareholders will be identified, in accordance with the stipulations of art. 86 of the Law 24/2017 and the establishment of the date of 16.05.2018 as ex-date according to art. 2, letter f of the Regulation CNVM no. 6/ 2009.
The documents, materials regarding the issues on the agenda, the draft resolution, the forms of the special powers of attorney and the vote by mail form will also be available in the English language for the shareholders both at the head office of the company and on the web page www.sinteza.ro, as of the publication date of the present convening notice, respectively 27.03.2018.
Additional information, including information regarding the shareholders' rights can be obtained by phone: 0259/444969, daily between the hours 9,00-13,00.
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