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Comelf S.A.

Pre-Annual General Meeting Information Oct 1, 2019

2355_iss_2019-10-01_fdc09455-4931-426a-81d4-de8196aac2c8.pdf

Pre-Annual General Meeting Information

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CURRENT REPORT According to CNVM Regulation no. 1/2006

Date of report: 01.10.2019 Company name: COMELF SA Registered Office : Bistrita, str. Industriei nr. 4 Phone / fax number: 0263.234.462 ; 0263.238.092 VAT Number: 568656 Order number in the Trade Register: J06/02/1991 Subscribed and paid-up share capital: 13036325,34 lei The regulated market on which the issued securities are traded: BVB Reported event: Announcement of EGMS on 14.11.2019.

The Board of Directors of COMELF SA, with Registered Office in Bistrita, str.Industriei no.4, Bistrita - Nasaud county, reunited on 30.09.2019, by the Decision of the Board of Directors no. 8 of 30.09.2019 convenes the Extraordinary General Meeting of Shareholders (Shareholders' Meeting) on November 14, 2019, at 11 o'clock at the company's headquarters, with the following agenda:

  1. The wording of art.6 of the Articles of Association will be completed to include the following:

THE ACTIVITY OF THE COMPANY - OTHER ACTIVITIES, with the following:

  • CAEN code 2540 - Manufacture of armament and ammunition;

  • CAEN code 2910 - Manufacture of road transport vehicles;

  • CAEN code 3040 - Manufacture of military combat vehicles,

and the empowerment of the chairman of the Board of Directors, Mr. Savu Constantin, to sign the updated Articles of Association.

  1. The empowerment of the general manager of the company, Mr. eng. Cenusa Gheorghe, to fulfill all the formalities regarding the registration of the EGMS decision at the Bistrita - Nasaud Trade Register Office, the publication of the decision in the Official Monitor and the signing of the Report regarding the EGMS.

  2. Approval of the registration date proposed by the Board of Directors 05.12.2019, respectively ex data 04.12. 2019

The shareholders registered in the Register of Shareholders from DEPOZITARUL CENTRAL SA at the end of the day of 04.11.2019, as the reference date, can participate and vote. One or more shareholders representing individually or together at least 5% of the share capital have the right:

a) To introduce items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general meeting, no later than 15 days from the date of publication of the call, respectively October 17, 2019.

b) To present draft decisions for the items included or proposed to be included in the agenda of the general meeting, within 15 days from the date of publication of the call, respectively October 17, 2019.

At the same time, each shareholder has the right to ask in writing questions regarding the items on the agenda of the EGMS. The company will formulate a general answer for the questions with the same content that will be available on the company's website, in a question-answer format.

The shareholders mentioned in the previous paragraphs have the obligation to send the materials / questions in writing, in sealed envelopes, accompanied by certified copies of the identity documents, bulletin / identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as a copy. the document proving their legal representative status, at the company headquarters with the clear written statement, with capital letters FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 14.11.2019, or by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address [email protected], mentioning the subject "for the EGMS of 14.11.2019".

The access of the shareholders entitled on the reference date to participate in the EGMS, is allowed by the simple proof of their identity made, in the case of natural persons, with the identity document or, in the case of legal persons with the special Power of Attorney given to the natural person who represents them.

The shareholders may participate personally or through other persons, based on a special power of attorney, according to the form made available by the company, according to the legal regulations.

The special power of attorney forms for the EGMS of 14.11.2019 in Romanian and English may be obtained from the company headquarters - the "Dash Board" Service or may be downloaded from the company's website, starting with 09.10.2019. One copy, in the original of the special power of attorney in Romanian or English, completed and signed, accompanied by the copy of the valid identity document of the shareholder (bulletin / identity card in the case of the shareholders natural persons and registration certificate in the case of the legal persons) will be submitted / sent to the company headquarters no later than 12.11.2019 at 10 o'clock, another to be made available to the representative so that he/she can prove his/her capacity as representative in the meeting. The special power of attorney forms accompanied by the identification documents of the shareholders may be submitted in Romanian or English language and by e-mail with the extended electronic signature incorporated according to the Law no. @ comelf.ro mentioning the topic "for the EGMS of 14.11.2019". At the date of the EGMS, the designated representative will hand over the original of the special power of attorney forms, if they have been sent by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.

General empowerment granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017] or before a lawyer, before the first use, will be filed at the company headquarters, in a certified copy by the shareholder representative, no later than 12.11.2019 (date of registration with the company registration), under the sanction of the loss of the exercise of the right of vote by representative at the general meeting convened by the present convener, according to the provisions of the law.

Shareholders of COMELF SA can vote by correspondence, using the voting form, in Romanian and English. The forms may be obtained from the company's headquarters - the ""Dashboard" service or may be downloaded from the company's website, starting with 09.10.2019. The voting forms by correspondence in the Romanian or English language are completed and signed, accompanied by a copy of the valid identity document of the shareholder (bulletin / identity card in the case of the natural persons shareholders, respectively a registration certificate and a copy of the identity document of the legal power in the case of the persons legal) can be sent to the company headquarters, with acknowledgment of receipt, so that they are registered as received until the latest on 12.11.2019, 10 o'clock. The forms received after the date and time above will not be considered for determining the quorum and majority in the EGMS. The voting option may be expressed by e-mail in Romanian or English at [email protected], with the electronic signature mentioning "for the AGEA of 14.11.2019".

The materials and the draft decision submitted to the EGMS debate may be reviewed at the company's headquarters, every working day or on the company's website (www.comelf.ro - "Information section"), starting with 09.10.2019.

If at the first convening the meeting will not be statutory, the meeting will be reconvened on November 15, this year in the same conditions (place, time, agenda).

Further information may be obtained at the headquarters of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 8.00 - 15.00 hours or by e-mail at [email protected].

Chairman of the Board of Directors, Eng. Savu Constantin

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