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Sinteza S.A.

Pre-Annual General Meeting Information Nov 14, 2019

2331_iss_2019-11-14_f1330b60-79b1-4739-a5c2-4a11cfffdc47.pdf

Pre-Annual General Meeting Information

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Tel: 0259 444 969 Fax: 0259 462 224 e-mail: sinteza@ sinteza. ro www.sinteza.ro

VAT Reg.No.: RO 67329 Reg.No.at Commerce Register: J.05/197/1991

BANK: BANCA TRANSILVANIA ORADEA IBAN EURO:RO61BTRL00504202N98396XX IBAN RON: RO86BTRL00501202N98396XX SWIFT CODE: BTRL RO22XXX

SINTEZA SA Şos. Borşului no. 35 410605 ORADEA - ROMANIA

CURRENT REPORT

according to the provisions of art. 92 paragraph 6 of Law no. 24/2017 art. 234 paragraph (1) letter b) of Regulation A.S.F. 5/2018

• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE A.S.F. (NATIONALSECURITIES COMMISSION)

  • DATE OF REPORT: November 13 2019
  • 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 : Completion of the Call of the Ordinary General Meeting of SINTEZA SA shareholders from 28/29 November 2019

Regarding the Ordinary General Meeting of the shareholders on November 28, 2019 at 10 o'clock, the company informed the shareholders and investors that it received two requests regarding the completion of the agenda:

  • on 06.11.2019 formulated by Mr. Tincău Tibor, significant shareholder, by which he requests the completion of the agenda, as published in the Official Gazette Part IV of no. 4524 / 28.10.2019, with the following points:

  • Revocation / dismissal of Mr. Radu Vasilescu and Mr. Cosmin Turcu, members of the Board of Directors, as a result of not fulfilling their obligations under the Constitutive Act, the mandate contract and the legal provisions in the matter.

  • Election of the new Board of Directors for a term of 4 years by the method of cumulative vote in accordance with the provisions of art.84 of Law 24/2017, art. 164-172 of the ASF Regulation no. 5/2018 and Law 31/1990, with all the formalities resulting from the application of the cumulative vote.

3.Discussion and approval of the empowerment of the person appointed by the general meeting of the shareholders in order to carry out those decided within the present meeting resulting from the application of the cumulative vote including signing the mandate contracts with the new directors;

  • on 11.11.2019 formulated by the shareholder BT Asset Management SAI Cluj, by which he requests the completion of the agenda, as published in the Official Gazette Part IV of no. 4524 / 28.10.2019, with the following points:

  • The revocation of the current members of the Board of Directors and the election of a new Board of Directors consisting of 3 members for a term of 4 years;

  • Fixing the remuneration of the members of the Board of Directors newly elected for the current financial year;

  • Fixing the remuneration of the General Director;

In view of the above,

THE BOARD OF DIRECTORS of SINTEZA S.A. Oradea, based in Oradea, Şos. Borsului no. 35, Bihor County, registered with ORC Bihor under no. J05 / 197/1991, in accordance with the provisions of art. 117 index 1 of the Law no. 31/1990 republished with the subsequent modifications and completions, of the Law no. 297/2004, of Law no. 24/2017, the ASF Regulations and the provisions of the Articles of Incorporation, complete the agenda of the ORDINARY GENERAL MEETING of the shareholders registered in the Register of Shareholders of the Company at the end of the day of 15.11.2019, considered the reference date, convened for 28.11.2019 ,10 o'clock, at the headquarters of the company from Oradea, Şos. Borsului no.35, with the following items on the agenda:

  1. Revocation / dismissal of Mr. Radu Vasilescu and Mr. Cosmin Turcu, members of the Board of Directors, as a result of not fulfilling their obligations under the Constitutive Act, the mandate contract and the legal provisions in the matter.

  2. Election of the new Board of Directors for a term of 4 years by the method of cumulative vote in accordance with the provisions of art.84 of Law 24/2017, art. 164-172 of the ASF Regulation no. 5/2018 and Law 31/1990, with all the formalities resulting from the application of the cumulative vote.

  3. Discussion and approval of the empowerment of the person appointed by the general meeting of the shareholders in order to carry out the decisions decided in the present meeting resulted from the application of the cumulative vote including signing the mandate contracts with the new directors.

  4. Revoking the current members of the Board of Directors and electing a new Board of Directors consisting of 3 members for a 4-year term;

  5. Fixing the remuneration of the members of the Board of Directors newly elected for the current financial year;

  6. Fixing the remuneration of the Director General,

and, if on the mentioned date the conditions of validity and presence quorum stipulated by the Articles of Incorporation of the company are not met, it is convened and fixed pursuant to art.118 of Law no. 31/1990, amended and republished, the second Ordinary General Meeting of Shareholders, for 29.11.2019, at 10 o'clock, in the same place and with the same agenda, the agenda thus completed

COMPLETED AGENDA:

  1. The dismissal of Mr. Păsula Claudiu Sorin member of the Board of Directors as a result of the changes made in the structure of the shareholders of the company;

  2. Election of a member in the Board of Directors with a mandate valid until 20.07.2020, in order to complete the statutory number of the members of the Board of Directors following the dismissal of the administrator;

  3. Discussion and approval of the empowerment of the person designated by the OGMS in order to sign the Administration Agreement concluded with the new company administrator;

  4. Approval of the date of 17.12.2019 as the registration date and the establishment of the date of 16.12.2019 as the ex-date;

  5. Revocation / dismissal of Mr. Radu Vasilescu and Mr. Cosmin Turcu, members of the Board of Directors, as a result of not fulfilling their obligations under the Constitutive Act, the mandate contract and the legal provisions in the matter.

  6. Election of the new Board of Directors for a term of 4 years by the method of cumulative vote in accordance with the provisions of art.84 of Law 24/2017, art. 164-172 of the ASF Regulation no. 5/2018 and Law 31/1990, with all the formalities resulting from the application of the cumulative vote.

  7. Discussion and approval of the empowerment of the person appointed by the general meeting of the shareholders in order to carry out the decisions decided in the present meeting resulted from the application of the cumulative vote including signing the mandate contracts with the new directors.

  8. Revoking the current members of the Board of Directors and electing a new Board of Directors consisting of 3 members for a 4-year term;

  9. Fixing the remuneration of the members of the Board of Directors newly elected for the current financial year;

  10. Fixing the remuneration of the Director General.

The completed agenda of the General Assembly and the documents related to the items on the agenda, the draft Decision, the special proxy forms, as well as the voting forms by correspondence will be available to the shareholders and in English, both at the company headquarters and on the page. web www.sinteza.ro, starting with the date of publication of this call, respectively 15.11.2019.

The list containing information regarding the name, place of residence and professional qualification of the persons proposed for the position of administrator is made available to the shareholders at the company headquarters and on the web page www.sinteza.ro, starting with 15.11.2019 at 10 o'clock.

All other provisions of the Convocation published in the Official Gazette of Romania, part IV, no. 4524 / 28.10.2019 keep their validity.

Additional information, including information on the rights of shareholders, can be obtained by phone: 0259/444969, daily between 9 am and 1 pm.

CHAIRMAN OF THE BOARD OF DIRECTORS,

RADU VASILESCU

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