Pre-Annual General Meeting Information • Dec 17, 2019
Pre-Annual General Meeting Information
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SINTEZA SA Şos. Borşului no. 35 410605 ORADEA - ROMANIA

BANK: BANCA TRANSILVANIA ORADEA IBAN EURO:RO61BTRL00504202N98396XX IBAN RON: RO86BTRL00501202N98396XX SWIFT CODE: BTRL RO22XXX
• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE A.S.F. (NATIONALSECURITIES COMMISSION)
• THE REGULATED MARKET FOR TRANSACTION OF THE ISSUED SECURITIES : BVB
( BUCHAREST STOCK EXCHANGE )
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, meeting on 16.12.2019, in accordance with the provisions of art. 119 of the Law no.31 / 1990 republished with the subsequent amendments and completions, of the Law no. 297/2004, of Law no. 24/2017, the ASF Regulations and the provisions of the Articles of Incorporation, as a result of the request of the shareholder PLATFORMA ROCA SA Bucharest, convenes the ORDINARY GENERAL MEETING of the shareholders on 20.01.2020 at 10.00 o'clock, at the company headquarters in Oradea, Şos. Borsului no.35, having the following
The dismissal of the members of the Board of Directors of the company in office, as a result of the changes made in the structure of the shareholders of the company;
Discussion and approval of the empowerment of the person designated by the OGSM in order to sign the Administration Contracts concluded with the new directors of the company;
Approval of the registration date, dated 07.02.2020, according to which the shareholders will be identified on whom the effects of the GSM decisions, in accordance with the provisions of art. 86 of Law 24/2017 and establishing the date of 06.02.2020 as ex-date according to art.2, letter l of the ASF Regulation no. 5/2018;
In the event of non-compliance with the statutory conditions regarding the holding of the Ordinary General Meeting of Shareholders on the day shown, it will be convened for January 21, 2020, at the same time, at the same place and with the same agenda.
The shareholders who have the right to attend the general meetings are those listed in the Register of Shareholders on 13.01.2020, considered the reference date.
The shareholders registered on the reference date may participate and vote in the general meetings directly or they may be represented also by persons other than the shareholders, based on a special or general empowerment 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 person-physical shareholders with the identity document, and in the case of the person-legal shareholders and of the represented person-physical shareholders, with general empowerment / special power of attorney, given to the person physical that represents them.
The special power of attorney (special power of attorney) or the general power of attorney shall 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 premises of the personal company or from the web page www.sinteza.ro, starting with 18.12.2019, 10 am.
After completing and signing the copy for the issuer will be filed personally in original until the date of 19.01.2020 at 10.00 o'clock in a sealed envelope with the written statement clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20 / 21.01.2020 "Or sent by e-mail with extended electronic signature, at the company headquarters, accompanied by a copy of the identity document or the registration certificate of the represented shareholder, until 19.01.2020 at 10.00 o'clock, on the e-mail address [email protected].
The proxies will be accepted either in Romanian or in English.
The shareholders registered on the reference date in the shareholders register have the possibility to vote by correspondence, before the General Meeting of Shareholders, by using the correspondence voting form (in Romanian and or English).
The ballot form by correspondence in Romanian and English can be obtained starting with 18.12.2019 at 10 o'clock, from the company's headquarters or from the website www.sinteza.ro.
The ballot form by correspondence in Romanian or English, completed and signed by the shareholder together with all the accompanying documents, may be submitted as follows:
a) transmitted to the company at its headquarters until 19.01.2020 at 10 o'clock in a sealed envelope with the written statement clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20/21. 01.2020 "with legalization of signature by a notary public with the copy of the identity document or the registration certificate of the shareholder, by any form of courier,
b) transmitted by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, until 19.01.2020 at 10 o'clock at the address [email protected], mentioning the subject "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20/21. 01.2020 ".
One or more shareholders who hold, individually or together, at least 5% of the share capital have the right to introduce, within no more than 15 days from the date of publication of the call, respectively the date of 03.01.2020, new items on the order of day of the General Meeting of the shareholders, provided that each point is accompanied by a justification or a draft decision proposed for approval by the AGAO meeting, which will be transmitted to the company headquarters in writing, until 03.01.2020 at 10 am , also have the right to present draft resolutions for the items included or proposed to be included on the agenda of the OGSM, which can be exercised in writing, by transmission to the company headquarters, until 03.01.2020 at 10 o'clock.
Requests regarding the introduction of new items on the agenda and the draft resolutions for these items will be submitted only in writing, in a sealed envelope with the written statement clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF THE DATED SHAREHOLDERS FROM 20 / 21.01. 2020 '. The agenda supplemented with the proposed items will be republished with the fulfillment of the requirements provided by law for the convening of the General Assembly.
The proposals regarding the candidates for the position of members of the Board of Directors can be submitted until 03.01.2020 at 10 o'clock, at the company headquarters.
The list containing information regarding the name, place of residence and professional qualification of the persons proposed for the position of administrator is available to the shareholders, and can be consulted and completed by them.
The shareholders of the company can ask questions about the items on the agenda, until at the latest with a working day before the date of the General Meeting, respectively 17.01.2020, they can also be submitted in writing, to be submitted at the company headquarters with children after the deeds which allow the identification of the shareholder, until 17.01.2020 at 10 o'clock.
The questions are submitted to the Board of Directors in writing, in original, in a sealed envelope with the written statement clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20 / 21.01.2020". The company will formulate answers to questions on the website (in question-answer format), as soon as possible.
The special proxies, the voting form completed and signed in the original, 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 individuals photocopy of identity document signed for compliance with the original, respectively (b) in the case of legal persons a photocopy of the identity document of the legal representative, certifying certificate issued by the Trade Register, issued no later than 3 months before the date of publication of the convening of the general meeting of shareholders, in original or in a copy in accordance the original.
The documents, the materials concerning the issues on the agenda, the draft decision, the special proxies forms and the correspondence voting form will be available in English to the shareholders both at the company headquarters and on the website www.sinteza.ro, starting with the date the publication of this call, respectively 18. 12. 2019.
Additional information, including information on the rights of shareholders, can be obtained by phone: 0259/444969, daily between 9 am and 1 pm.
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