Pre-Annual General Meeting Information • Jul 24, 2024
Pre-Annual General Meeting Information
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SINTEZA SA Borșului Street no. 35 410605 ORADEA - ROMANIA


VAT Reg.No .: RO 67329 Reg.No.at Commerce Register: J.05/197/1991
BANK: UNICREDIT BANK IBAN EURO: RO10BACX000000484374002 SWIFT CODE: BACXROBU
According to Law no. 24/2017 regarding issuers of financial instruments and market operations and ASF Regulation no. 5/2018
Tel: 0259 444 969
Fax: 0259 462 224
e-mail: sinteza@ sinteza. ro
www.sinteza.ro
ADDRESSEE OF THE REPORT : BUCHAREST STOCK EXCHANGE ASF ( Financial Supervisory Authority) REPORT DATE : 23.07.2024 NAME OF THE ISSUING COMPANY : SINTEZA S.A. HEADQUARTERS : Sous. Borsului no. 35, Oradea, BIHOR county TELEPHONE : 0259456116; 0259444969, FAX : 0259462224 UNIQUE ORC REGISTRATION CODE : 67329 ORDER NUMBER AT ORC : J/05/197/1991 SUBSCRIBED AND PAID-UP SHARE CAPITAL : 9916888.50 LEI REGULATED MARKET ON WHICH ISSUED SECURITIES ARE TRADED : BVB
BOARD OF DIRECTORS of SINTEZA SA Oradea, with headquarters in Oradea, Road. Borşului no. 35, Bihor county, registered at ORC Bihor under no. J05/197/1991, having Unique registration code RO 67329 and the subscribed and paid-up capital of 9916888.50 LEI , met on 22.07.2024 , in accordance with the provisions of art. 117 of Law no. 31/1990 republished with subsequent amendments and additions, of Law no. 24/2017, of ASF Regulation no. 5/2018 and of the Constitutive Act,
Approval of the sale of the building located in Oradea, Sos. Borsului no. 35, owned by the company, which represents in nature: land with an area of 17,997 square meters from cadastral number 216279 Oradea, together with the PT 3 substation building with cadastral number 216279-C11, registered in CF 216279 Oradea, at the price of EUR 450,000 ;
Approval of the sale of the building located in Oradea, Sos. Borsului no. 35, owned by the company, which represents in nature: land with an area of 1,268 square meters from cadastral number 213470 Oradea registered in CF 213470 Oradea, at the price of EUR 20,000 ;
The power of attorney of Mr. Gelu Stan- the General Director of the company to fulfill all the necessary formalities related to the above purposes, in the relations with the competent authorities ( notary, banks) including signing the pre-contract/authentic sale purchase contract in the name and on behalf of the company;
Discussing and approving the amendment of the CONSTITUTIONAL ACT of the company; The proposed amendment to the Constitutive Act is the following: Art. 6. THE OBJECT OF ACTIVITY is completed with the following activities (CAEN CODES): 2720- Manufacture of batteries and accumulators;
Approval Of the Constitutive Act in its updated form after amendment;
Approval of the power of attorney of Mr. Savin Alexandru, as President of the Company's Board of Directors, with the possibility of sub-delegation, to sign any documents in the name and on behalf of the Company, with full power and authority, including the AGEA decision and the updated Constitutive Act of the Company , including in front of the notary, to submit, to request the publication in the Official Gazette of Romania of part IV of the AGEA decision and of the Updated Constitutive Act of the Company, to collect any documents, to complete any necessary formalities before the Trade Registry Office, such as and in front of any other authority, public institutions, legal or natural persons (ASF, BVB, Depozitarul Central SA, etc.), as well as to perform any operations, in order to fulfill and ensure the enforceability of the decisions to be adopted by AGEA .
Approval of the registration date, 17.09.2024, according to which the shareholders will be identified on whom the effects of the decisions of the General Meeting will be reflected, in accordance with the provisions of art. 87 of Law 24/2017 and establishing the date of 16.09.2024 as ex-date according to art. 2, letter l of ASF Regulation no. 5/ 2018 ;
In case of non-fulfillment of the statutory conditions regarding the holding of the General Shareholders' Meeting on the indicated day, it will be reconvened for 28.08.2024 at the same time, in the same place and with the same agenda.
The shareholders who have the right to participate in the general meetings are those who appear in the Register of Shareholders kept by Depozitarul Central SA Bucharest, at the end of August 16, 2024, considered the reference date .
The shareholders registered on the reference date may participate and vote at the general meetings directly or may be represented by persons other than the shareholders, based on a special or general power of attorney granted according to the legal provisions. The shareholders' access to the general meetings is done by the simple proof of their identity, made in the case of natural person shareholders with the identity document, and in the case of legal person shareholders and represented natural person shareholders, with a general power of attorney / special power of attorney, given to the physical persons who represent them.
The special power of attorney (special power of attorney ) or the general power of attorney will 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 at the company headquarters in person or on the web www.sinteza.ro , starting from 26.07.2024, 12 o'clock .
After completing and signing , the copy for the issuer will be submitted in person in the original by 25.08.2024, at 12.00, in a sealed envelope with the mention written clearly and in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28.08.2024" or sent by e-mail with an extended electronic signature, to the company's headquarters, accompanied by a copy of the identity document or the registration certificate of the represented shareholder, until 25.08.2024, 12 o'clock,, at the address by e-mail [email protected] . Proxies will be accepted either in Romanian or in English.
Shareholders registered on the reference date in the shareholders' register have the possibility to vote by mail, before the General Meetings of Shareholders, by using the voting by mail form (in Romanian and or English).
The voting form (bulletin) in Romanian and English can be obtained starting from 26.07.2024, at 12 o'clock, from the company headquarters or from the website www.sinteza.ro .
The voting form (ballot) in Romanian or English, completed and signed by the shareholder together with all accompanying documents, can be submitted as follows:
a) sent to the company in the original at its headquarters until 25.08.2024 at 12 o'clock, in a sealed envelope with the clearly written mention in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF 27/28.08.2024" with legalization of the signature by a notary public with a copy of the identity document or registration certificate of the shareholder, by any form of courier,
b) sent by e-mail with embedded extended electronic signature according to Law no. 455/2001 regarding the electronic signature, until 25.08.2024, 12 o'clock, to the address sinteza.ro mentioning in the subject "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28.08.2024" .
One or more shareholders holding, 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 notice, i.e. 09.08.2024, new points in the order of day of the General Meetings of shareholders , provided that each point is accompanied by a justification or a draft resolution proposed for approval by the general meetings of the AGM, which will be sent to the company headquarters in writing, by 09.08.2024, 12 o'clock, they also have the right to present draft decisions for the items included or proposed to be included on the agenda of the AGM, a right that can be exercised in writing, by sending it to the company headquarters, until 09.08.2024, 12 o'clock,
Requests regarding the introduction of new items on the agenda as well as draft resolutions for these items shall be submitted to the Board of Directors only in writing, in a sealed envelope with the mention written clearly and in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED OF 27/28.08.2024". The agenda completed with the proposed items will be republished with the fulfillment of the requirements provided by law for convening the General Assembly.
The company's shareholders can ask questions regarding the items on the agenda, until at the latest two working day before the date of the General Assembly, namely 22.08.2024, to be submitted to the company headquarters together with copies of the documents that allow identification of the shareholder, until 22.08.2024, 12 o'clock.
The questions are submitted to the Board of Directors in writing, in the original, in a sealed envelope with the mention written clearly and in capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28.08.2024". The company will respond to questions on the website (in question-answer format) as soon as possible.
The special proxies, the voting form completed and signed in the requests regarding the introduction of new items on the agenda, the questions posed by shareholders , will be accompanied by the following documents (a) in the case of natural persons, a photocopy of the identity document signed for compliance with the original, respectively (b) in the case of legal entities, a photocopy of the identity document of the legal representative, ascertaining certificate issued by the Trade Register, issued no more than 3 months before the date of publication of the convenor of the general meeting of shareholders, in the original or in a copy conforming to the original.
The share capital of the issuer SINTEZA SA consists of 66,112,590 registered shares, each share giving the right to one vote in the general meeting of shareholders.
Documents, materials regarding the issues on the agenda, the total number of shares ISSUED and voting rights on the date of the convocation, the draft resolutions , the special power of attorney forms and the voting by mail form will also be available in English to shareholders both at the company's headquarters and on the website www.sinteza.ro , starting on 26.07.2024 at 12 o'clock.
Additional information, including information on shareholders' rights, can be found on the website www.sinteza.ro or can be obtained by contacting the Company at the e-mail address sinteza.ro
ALEXANDRU SAVIN
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