Pre-Annual General Meeting Information • Mar 26, 2021
Pre-Annual General Meeting Information
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Bd. Iuliu Maniu Nr. 244 District 6 Zip Code 061126 Bucharest - Romania Tel .: (+4) 021 434 32 06; (+4) 021 434 07 41 Fax: (+4) 021 434 07 94 European Unique Identifier (EUID) ROONRC.J40/533/1991 Commerce Registry Code J40/533/1991 Tax Code RO3156315 Unique Registration Code 3156315 Subscribed share fully paid capital 36,944,247.50 RON www.turbomecanica.ro; e-mail: [email protected]
No. 5 of 24.03.2021
The current report in conformity with art 143 of ASF Regulation no. 5/2018
Reporting date: 24.03.2021 Name issuing entity: TURBOMECANICA SA Headquarters: Bucharest, 244 Iuliu Maniu Blvd., district 6 Phone no.: 021 434 32 06 021 434 07 41 facsimile: 021 434 07 94 Unique Registration Code with the Trade Registry Office: RO 3156315 Registration number with the Trade Registry: J40/533/1991 LEI Code 529900O5AIXHHACIZH85 Subscribed and integrally paid in capital: 36.944.247,50 lei Regulated market where the issued receivables are traded: Bucharest Stock Exchange Capital Titles Tier Standard Shares
1. The Board of Directors of the Company TURBOMECANICA SA has adopted the decision no. 142/24.03.2021 whereby it was approved convening the Ordinary and Extraordinary General Meeting of Shareholders in order to approve the financial situations for year 2020 and the ancillary issues on 27.04.2021 hours 11respectively 11.30 at the Company's registered offices in Bucharest Bd Iuliu Maniu no 244 District. Also, the Board of Directors hereto approves all the document to be submitted for shareholder's decision and all the draft documents which are to be provided to the shareholders and/or communicated to the regulatory bodies, as follows: current report on the OGMS/EGMS calling, draft power of attorney in Romanian and English language, draft OGMS/EGMS decisions.
The Board of Directors of the Company TURBOMECANICA S.A., with headquarters in Bucharest Bd Iuliu Maniu nr 244 sector 6 incorporated under no J40/533/1991, CUI 3156315, in accordance with the provisions of the Law no 31/1990 as republished with subsequent modification and amendments and of the Law no. 24/2017 , gathered on 24.03.2021 has decided to call on 27.04.2021 hour 11 respectively 11.30 in the Protocol Hall of Turbomecanica SA located in Bucharest Bd Iuliu Maniu no.244 sector 6 THE ORDINARY and THE EXTRAORDINARY GENERAL MEETING OF SHAREHODLERS registered in the shareholders' registry at the end of the day of 16.04.2021.
The ordinary general meeting will have the following agenda:
The extraordinary general meeting will have the following agenda:
conclusion of other credit agreements by the Company with credit institutions or non-banking financial institutions provided that the existing credit ceiling (principal amount borrowed) is maintained as of the date of this decision and the empowerment in this respect of the Board of Directors to negotiate and approve such operations in the best commercial terms for the Company, including but not limited to lifting and / or modification and / or constitution, as the case may be, of the real or personal guarantees, movable or real estate afferent, the Chairman of the Board of Directors being also empowered to sign any legal acts in this respect in the name and on behalf of the Company.
In case at the first call the legal conditions for the quorum are not being fulfilled, the ordinary and extraordinary general meeting of shareholders shall be again convened for 28.04.2021 hours 11 respectively 11.30 in the same place with the same agenda.
The shareholders registered with the Central Depository as shareholders as of 16.04.2021, which is the reference date of the meetings as per the evidences issued by Central depository SA may participate to the general meeting directly or may be represented at the meeting either by their legal representatives or by other representatives who were granted a special or general power-of-attorney, under the conditions of art. 92 para 19 of Law no. 24/2017 on financial instruments issuers and market operations.
The minimum content of the power-of-attorney is as per art. 201 of ASF Regulation no. 5/2018. The preprinted form of the special power-of-attorney, in Romanian and English language, may be obtained upon request from the company's headquarters or it can be downloaded from the web site https://turbomecanica.ro/adunarea-generala-a-actionarilor/, starting with the date of 26.03.2021.
The shareholders may grant a general power-of-attorney valid for a period which will not exceed 3 years, allowing its representative to vote in all aspects under debate in the general meetings of shareholders of one or several companies identified in the power-of-attorney, including as regards to dispositive documents, given that the power-of-attorney is granted by the shareholder, as a client, to an agent defined as per the provisions of the Law no 24/2017 on financial instruments issuers and market operations, or to a lawyer.
The shareholders may not be represented in the general meetings of shareholders based on a general power-of-attorney by a person found in a situation of conflict of interests that may occur especially in one of the following cases:
a) he/she is a majority shareholder of the company or another entity controlled by the respective shareholder;
b) he/she is a member of a body of administration, management or surveillance of the company, of a majority shareholder or an entity controlled as per those provided at letter a);
c) he/she is an employee or auditor of the company or of a majority shareholder or an entity controlled as per those provided at letter a);
d) he/she is the husband, relative or affinitive up to the fourth degree including of one of the natural persons provided at letters a)-c).
The proxy may not be substituted by another person. If the proxy is a legal entity, it may exercise it mandate by means of any person who is a part of the administration or management body or of its employees.
The deadline for submitting the powers-of-attorney is 23.04.2021, 11 a.m. hours. One signed copy of the power-of-attorney, containing the mention of conformity with the original, signed by the representative (in Romanian or English language) together with a copy of the identity card or the registration certificate of the represented shareholder will be submitted at the company's headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6, or may be sent via e-mail with the extended electronic signature at the email address [email protected]. Certified copies of the powers of attorney are withheld by the Company this being mentioned in the minutes of the shareholders' meeting.
The shareholders may empower a credit institution which provides custodian services on the basis of a special power of attorney drafted under ASF Regulation no. 5/2018 and signed by the respective shareholder which shall be delivered together with a statement given on its own responsibility of the custodian institution which was so empowered where it shall be mentioned that:
i) the credit institutions provides custodian services for the respective shareholder;
ii) the instructions from the special power of attorney are identical with the instructions received through the SWIFT message received by the credit institutions in order to vote in the name of that shareholder;
iii) the special power of attorney is signed by the respective shareholder.
The Special Power of attorney and the statement mentioned above shall be submitted at the Company's headquarters from Bucharest, Bd Iuliu Maniu no 244, District 6,, in original, signed and if applicable, stamped, or they can be sent by email with extended electronic signature attached at [email protected].
The shareholders registered on the reference date in the shareholders registry have the possibility to vote by correspondence, before the General Meeting of Shareholders, by using the preprinted form of correspondence vote, in Romanian or English language. The preprinted form of correspondence vote signed, in original, or bearing the extended electronic signature, together with a copy of the identity card or the registration certificate of the shareholder, will be sent in original to its headquarters until 23.04.2021, up to 11 a.m. hours. Under the provisions of art 92 para 20 of the Law no 24/2017 in case a shareholder whom has expressed its vote by correspondence participates personally or by proxy in the general meeting , the correspondence vote expressed for that general meeting will be annulled, being considered only the personal or by proxy expressed vote.
Legal entities shareholders shall evidence the legal representative quality by a certificate issued by the trade registry presented in original or certified copy or any other document in original or certified copy issued by the competent authority in the state where the shareholder is duly registered which mentions the quality as legal representative. The documents in this respect shall be issued with maximum 3 months before 26.03.2021.
The documents which attest the quality of legal representative drafted in a foreign language other than English Language shall be accompanied by a translation, by an authorized translator, in Romanian or English language, without other additional formalities.
The documents, materials regarding the agenda, draft decision and the correspondence vote form, available in both English and Romanian languages the list comprising the information as regards the person proposed to be appointed as Board members (name, domicile place and professional qualifications of the persons proposed for the position of board members), the list with proposals for the financial auditor shall be at the shareholders' disposal to be analyzed and, if the case might be, amended as per the provisions of art 117 para 6 of the Law no 31/1990 starting with 26.03.2021, 10 a.m. hours, at Company's headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6, at Company's secretariat during business days and on the website o the Company https://turbomecanica.ro/adunarea-generala-a-actionarilor/. Proposals for appointments for Board members the may be submitted until April9th 2021.
The shareholders holding individually or jointly at least 5% of the social capital has/have the right: (i) to insert new items on the agenda of the Extraordinary/Ordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft decision proposed to be adopted by the general meeting; and
(ii) to submit draft decision for the items included or proposed to be included on the agenda of the general meeting.
These rights may be exercised in writing until10.04.2021.
The company's shareholders may raise questions, in writing, concerning the items on the agenda, and they must be submitted at the company's headquarters or by email at the email address [email protected] together with copies of the documents allowing the identification of the shareholder until 24.04.2021, 11.00 hours.
2. The company informs the shareholders that it will strictly apply all the recommendations and regulations in force at the date of the general meeting of shareholders, regarding the number of participants in events held indoors, depending on the express decisions taken by the competent authorities.
We hereby specifically and expressly inform the Company's shareholders that participation in public events / meetings held indoors, under the conditions imposed by the authorities at that time, exposes participants to a possible contamination with SAR-CoV-2 coronavirus, may be a risk for which the Company and / or its management cannot be held liable.
In consideration of the measures requested by the Company and to ensure the proper conduct of general meetings of shareholders, taking into account the applicable legal provisions on the current epidemiological situation in Romania, if the General Meeting of Shareholders can not be held by the physical presence of shareholders, as a result of the express decisions adopted by the authorities, the Company has taken all measures to hold the General Meeting of Shareholders by voting by mail and, where appropriate, by expressing the vote by using electronic means of data transmission, according to legal provisions .
Thus, considering the provisions of the constitutive documents of TURBOMECANICA SA, as well as those of Law no. 31/1990 regarding the commercial companies, Law no. 24/2017 on issuers of financial instruments and market operations, Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations and the Regulation of the Financial Supervisory Authority no. 5/2020 for the adoption of measures regarding the conduct of general meetings of issuers during the existence of the state of emergency generated by COVID-19, we especially ask shareholders and investors convened at the General Meeting of Shareholders on April 27th 2021 to analyse supporting materials for points from the agenda of the ordinary general meeting of shareholders available on the Company's website www.turbomecanica.ro.
In the current context TURBOMECANICA SA management strongly recommends to its shareholders, to the extent possible:
· to get the supporting materials for OGMS/EGMS in electronic format, available on the company's website, rather than in hardcopy at the Company's offices;
· to vote by correspondence by using the correspondence voting ballot;
· to use all electronic communication means such as email, rather than the mail or courier at the Company's offices, when submitting (i) proposals with respect to adding new items on the OGMS/EGMS agenda, (ii) draft resolutions, (iii) written questions before OGMS/EGMS, (iv) the powers of attorney for representation in the OGMS/EGMS or (v) the correspondence voting ballot.
President of the Board of Directors
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