Pre-Annual General Meeting Information • Sep 4, 2025
Pre-Annual General Meeting Information
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Date of the report: 03.09.2025 Name of the commercial company: COMELF SA Registered office: Bistrita, str. Industriei no. 4 Telephone / fax number: 0263.234.462; 0263.238.092 The unique registration code at the Trade Registry Office: 568656 Order number in the Trade Register: J06/02/1991 Subscribed and paid-up capital: 13,036,325.34 lei The regulated market on which the issued securities are traded: BVB Reported event: General Meeting of Shareholders on 09.10.2025.
The Board of Directors of COMELF SA, with headquarters in Bistrita, str. Industriei no. 4, Bistrita - Nasaud county, met on 03.09.2025, by Board of Directors Decision no. 6 of 03.09.2025 convenes the Ordinary General Meeting of Shareholders (AGMA) on October 9, 2025, at 1030 at the company headquarters, with the following agenda:
Approval of the interim financial position as of 06/30/2025, prepared according to IFRS and OMFP 2844/2016 and of the independent financial auditor's report as of 06/30/2025 (first semester of 2025).
Approval of the distribution of the interim net profit related to the first semester for the year 2025, according to the proposal of the Board of Directors, of the interim dividends due to the shareholders in the amount of 0.106 gross lei / share and of the date of 14.11.2025 as the date of payment.
Approval of the dividend distribution from the balance of the account "Other reserves - account 10682" related to previous years, according to the Board of Directors, in the amount of 2,629,741 lei, respectively 0.117 lei gross/share and the date of 14.11.2025 as the payment date.
The authorization of the general director of the company, Mr. Eng. Cenusa Gheorghe to fulfill all the formalities regarding the registration of the AGOA decision at the Bistrita - Nasaud Trade Registry Office, the decision in the Official Gazette and the signing of the AGOA implementation report.
Approval of the registration date proposed by the Board of Directors 28.10.2025, respectively ex date 27.10.2025.
Shareholders registered in the Shareholders' Register of DEPOZITARUL CENTRAL SA at the end of October 26, 2025, as the reference date, can participate and vote in the meeting.
One or more shareholders representing individually or together at least 5% of the share capital have the right:
a) To introduce points on the agenda of the general meeting, provided that each point is accompanied by a justification or a draft resolution proposed for adoption by the general meeting, within 15 days at most from the date of publication of the convocation.
b) To present draft decisions for the items included or proposed to be included in the general meeting, within 15 days at most from the date of publication of the convocation.
In the same interval, each shareholder has the right to ask written questions regarding the items on the AGOA agenda. The company will formulate a general answer for questions with that will be available on the company's website, in question-answer format.
The shareholders mentioned in the previous paragraphs have the materials / questions in writing, in sealed envelopes, accompanied by certified copies of identity card / identity card in the case of natural persons, respectively registration certificate in the case of legal persons, as well as the copy the document proving their legal representative status, at the company headquarters with the clearly written mention, in capital letters FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 09.10.2025, or by e-mail with the extended electronic signature incorporated according to Law no. 455/201 regarding the electronic signature, to the address [email protected] mentioning in the subject "for AGOA of 09.10.2025".
The access of the shareholders entitled to participate in the reference date is allowed by simple proof of their identify made, in the case of natural persons, with their identity document or, in the Special Power of Attorney given to the natural person who represents them.
Shareholders can participate personally or through other persons, on the basis of a special Power of Attorney, according to the form provided by the company, in accordance with the legal regulations.
The special power of attorney forms for AGOA dated 09.10.2025 in Romanian and English can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 05.09.2025. An original copy of the special power of attorney in Romanian or English, completed and signed, accoy of the shareholder's valid identity document (identity card in the case of natural person shareholders and registration certificate in the case of legal entities) will be submitted / send to the company's headquarters until 07.10.2025, at 10°°, another one to be made available to the representative so that he can prove his capacity as a representative in the special powers of attorney accompanied by the identification documents of the shareholders can be sent in Romanian or English and by email with the extended electronic signature incording to Law no. 455 / 2001 on the electronic signature, until the date of 07.10.2025 at 10ª to the address [email protected] mentioning in the subject "for AGOA of the AGOA, the designated representative will hand over the special powers of attorney, if they were sent by e-mail with the extended electronic signature and a copy of the valid identity document of the designated representative.
The general power of attorney granted by the shareholder, as a client, to an intermediary [defined according to Law no. 24/2017 ] or to a lawyer, before the first use, will be submitted to the company's headquarters, in a certified copy by the shareholder's representative, until 07.10.2025 (the date of registry), under the penally of losing the exercise of the right to vote by representative at the general assembly convener, according to the provisions of the law.
COMELF SA shareholders can vote by mail, using the mail voting form, in Romanian and English. The forms can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website, starting from 05.09.2025. Voting forms by mail in Romanian or English completed and signed, accompanied by a copy of the shareholders valid identify document (identity bulletin/card in the case of natural person shareholders, respectively and copy of the identity document of the legal representative in the case of individuals legal documents) can be sent to the company's headquarters, with confirmation of receipt, so that they are registered as received by 07.10.2025, at 100 at the latest. Forms received after the above date and time will not be taken into account for determining the quorum and majority in the AGOA. The voting option can be expressed by e-mail in Romanian or English to the address [email protected], with the electronic signature mentioning "for the AGOA of 09.10.2025".
The materials and the draft decision subject to the AGOA debate can be consulted at the company's headquarters, every working day or on the company's website (www.comelf.ro - Section "Information for the day"), starting from 05.09.2025.
If at the first convocation the assembly will not be statutory, the meeting will be reconvened on October 10 of this year. under the same conditions (place, time, agenda).
Additional information can be obtained at the headquarters of COMELF SA Bistrita, at phone numbers 0263.234462 ext. 201, 0372.037309, between 800 and 1500 or by e-mail at [email protected].
President of the Board of Administration Eng. Savu Constantin
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