Pre-Annual General Meeting Information • Jun 6, 2016
Pre-Annual General Meeting Information
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SINTEZA S.A. Sos. Borșului no. 35 410605 ORADEA - ROMANIA
| GEMEN SO 1400 |
|---|
| Tel: 0259 456 116 |
| 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 SWIFT CODE: BTRL RO22XXX BANK: EXIM BANK ORADEA IBAN EURO: RO05EXIM109000019389EU01 SWIFT CODE: EXIMROBU
REPORT ADDRESSEE: BUCHAREST STOCK EXCHANGE
A.S.F.(NATIONAL SECURITIES COMMISSION)
THE BOARD OF DIRECTORS OF S.C. SINTEZA S.A. Oradea, with head office in Oradea, Şos. Borșului no. 35, Bihor county, registered at the Trade Register Office Bihor under no. J05/197/1991, met on 06.06.2016, in accordance with the stipulations of art. 119 of the Law no. 31/1990 republished with the subsequent amendments and additions, of the Law no. 297/2004, of the CNVM Regulations and of the dispositions of the Articles of Incorporation, as a result of the request of the shareholder BT INVEST 1 Cluj Napoca, owner of 51.89% shares, convenes the ORDINARY GENERAL MEETING of shareholders on 20.07.2016, 12,00 o'clock at the company's head office in Oradea, Sos. Borsului no. 35, with the following
The revocation of the acting members of the Board of Directors, following the modifications brought to the structure of the shares of the company's shareholders;
The appointment of the new administrators for a period of 4 (four) years;
The establishment of the indemnities for the members of the Board of Directors;
The discussion and approval of the power of attorney for the person assigned by the Ordinary General Meeting of Shareholders with a view to signing the Administration Contracts concluded with the company's new administrators;
The approval as registration date, of the date of 05.08.2016 and the establishment of the date of 04.08.2016 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 mentioned day, this will be reconvened for the 21st of July 2016, 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 11.07.2016, 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 the 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 07.06.2016.
After filling in and signing the copy for the issuer one shall submit it in person in original until 18.07.2016 in enclosed envelope with the written mention in print with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20/21.07.2016" 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 18.07.2016, 12,00 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. The ballot paper in the Romanian and English language can be obtained as of 17.06.2016, 12 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, with signature legalization by a notary public with the copy of the shareholder's identity document or registration certificate will be sent to the company in original at its head office until 18.07.2016, 12 o'clock in enclosed envelope with the written mention in print with capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 20/21.07.2016,,.
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 22.06.2016, 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 at the company's head office in writing, until 22.06.2016, 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, this right can be exercised in writing, by sending it to the company's head office, until 22.06.2016, 12 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 20/21.07.2016,.. 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 proposals regarding the candidates for the function of members of the Board of Directors can be submitted until 22.06.2016, 12 o'clock, to the company's head office.
The list containing information regarding the name, locality of residence and professional qualification of the persons proposed for the position of manager are at the disposal of the shareholders, it can be consulted and filled in by them, at the company's head office and on the company's website.
The company's shareholders may address questions in writing regarding the items on the agenda, these will be submitted to the company's head office together with copies of documents which allow the identification of the shareholder, until 22.06.2016, 12 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 20/21.07.2016,.. The company shall compose a reply to the questions on the web page, in the shortest time possible, but not later than 3 working days after receiving the respective questions.
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 05.08.2016, 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.238 of the Law 297/2004 and the establishment of the date of 04.08.2016 as exdate 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 07.06.2016.
Additional information, including information regarding the shareholders' rights can be obtained by phone: 0259/444969, daily between the hours 9,00-13,00.
CHAIRMAN OF THE BOARD, SORIN CLAUDIU PASULA PRADE
SINTEZA S.A. Şos. Borșului no. 35 410605 ORADEA - ROMANIA
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: EXIM BANK ORADEA IBAN EURO:RO05EXIM109000019389EU01 SWIFT CODE: EXIMROBU BANK: BANCA TRANSILVANIA ORADEA IBAN EURO:RO61BTRL00504202N98396XX SWIFT CODE: BTRL RO22XXX
SC "SINTEZA" SA ORADEA informs the investors that all documents for the Ordinary General Meeting of Shareholders are available for consultation at the company's headquarters in Oradea, Borșului Street No. 35, daily from 9 to 12, respectively on the company's website www.sinteza.ro starting on 07.06.2016 9 a.m.
General Director Cătălin Mariaș aour
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