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Armatura S.A.

AGM Information Oct 21, 2020

2333_egm_2020-10-21_568be560-45f3-4afa-8b05-bf112998a485.pdf

AGM Information

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RAPORT CURENT

According to the ASF Regulation. no. 5/2018 Date of report: 21.10.2020 S.C. "ARMĂTURA "S.A. Headquarter: Cluj-Napoca, Str. Gării nr. 19 Telephone number: 0264/435367, 435391, fax: 0264/435368 Order number at the Trade Registry of Cluj: J12/13/1991 Unique Registration Code: RO 199001

Important events to report:

The Board of Directors of Company ARMĂTURA S.A. (hereinafter referred to as "ARM" or "the Company"), a joint stock company registered with the Trade Registry Office attached to the Cluj-Napoca County Court under number J12/13/1991, Sole Registration Number RO 199001, Cluj-Napoca, str. Garii no. 19, Cluj County, having the subscribed and paid-up share capital of 4,000,000 lei,

in accordance with the provisions of Article 111 and Article 117 of Law no. 31/1990, the provisions of the Articles of Incorporation, of Law 24/2017 on Issuers of Financial Instruments and Market Operations and of Regulation no. 5/2018 on Issuers of Financial Instruments and Market Operations and the Decision no. 1 of the Board of Directors of 19.10.2020

convenes:

The Ordinary General Meeting of the Company's Shareholders (OGMS) for 04.12.2020, at 16.00, at the registered office of the Company from Cluj-Napoca, str. Garii no. 19, Cluj County.

At the Ordinary General Meeting of Shareholders all shareholders registered in the Shareholders' Registry at the end of November 16 2020, set as the reference date (the "Reference Date") are entitled to participate and vote.

1) Choosing the Independent external financial Auditor, for a period of 1 year, for the auditing of the financial statements of the year 2020, being proposed the following companies:

  • INTEGRAL AUDIT SRL
  • GRADIENT SRL
  • ACCOUNTING AUDIT SRL

The offers transmitted by these companies can be consulted on the Company's website www.armatura.ro .

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2) Approval of the date of 23.12.2020 as registration date according to the provisions of Article 86 of Law 24/2017 and of Article 2 of Regulation 5/2018, namely the date that serves to the identification of the shareholders for whom the OGMS decisions will be taken, and ex-date 22.12.2020;

3) The empowerment of Mr. Akper Saryyev as Chairman of the Board of Directors to sign on behalf of shareholders the OGMS decision and any other documents related to them and the mandating of Mrs. Sorana Muresanu to perform any act or formalities required by law for registration and fulfilment of the decision of the OGMS, including the formalities for its publication and registration with the Trade Registry or any other public institution,

The general meeting of the shareholders will be carried out in accordance with the legal norms in force and the regulation approved for this purpose by the Board of Directors and ratified by the EGMS on 25.04.2019, which can be consulted on the company's website www.armatura.ro.

Shareholders registered on the reference date in the shareholders' register have the option of voting by correspondence, prior to the general meeting of shareholders, by using the ballot paper form by correspondence. The ballot paper form by correspondence will be sent to the company's registered office in original or through any electronic means until 02.12.2020 at 16:00 under the penalty of the loss of the voting right in the meeting.

One or several shareholders who hold, individually or together, at least 5% of the share capital of the Company have the right to insert new items on the agenda of the Ordinary General Meeting of the Company's Shareholders, provided that each item is presented in in writing, accompanied by a justification or a draft decision proposed for adoption by the general meeting, which shall be sent to the company, including through any electronic means of data transmission, within 15 days from the date of publication of the convening, according to Article 92 paragraphs 4 and 5 of Law 24/2017.

The shareholders who proposed to introduce new items on the agenda are obliged to submit in writing the draft decisions for the items included or proposed to be included on the agenda of the General Meeting of the Company's Shareholders within 15 days from the date of publication of the notice to attend.

Information on the materials to be approved in the OGMS can be consulted on the Company's website www.armatura.ro.

Shareholders may ask questions on the items on the agenda of the Ordinary General Meeting of Shareholders of the Company from 02.11.2020 and until 02.12.2020 at 16.00.

The shareholders will participate in the Ordinary General Meeting of the Company's Shareholders personally, through their legal representatives or through the representatives mandated by special or general power-of-attorney, which will be filed at

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the Company's headquarters by fax no. 0264-435-368, or e-mail at [email protected] starting with 02.11.2020, but the powers-of-attorneys will have to reach the company's registered office in original until 02.12.2020 at 16:00 under the sanction of losing the right of exercising the right to vote in the meeting. At the entrance to the meeting room, the shareholders will be certified with the identity documents provided by the law.

The special powers-of-attorneys forms and ballot papers by correspondence written in Romanian or English, as well as the materials that will be presented in the general meeting and the draft decisions can be obtained from the Company's registered office starting with 02.11.2020 and on the website, www.armatura.ro and the shareholders can fill in and submit the ballot papers forms by correspondence and special power-ofattorneys in the two languages or in any international language until 02.12.2020, 16:00. The documents drafted in a foreign language, other than English, shall be accompanied by a translation made by a certified translator in Romanian or English, certification or apostille not being required for such documents

If the Ordinary General Meeting of Shareholders of the Company is not held on 04.12.2020 due to the non-fulfilment of the quorum conditions stipulated in the Articles of Incorporation, a second convening of the Ordinary General Meeting of the Company's Shareholders for 05.12.2020 will be held at the same address at 12:00 with the same agenda as for the first convening.

Additional relationships can be obtained at the company's registered office or at phone 0264-435-365.

THE BOARD OF DIRECTORS of ARMĂTURA S.A.

by CHAIRMAN– AKPER SARYYEV

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S C ARMĂTURAS A 400267 Cluj-Napoca, str Garn nr 19 Tel +40 264 435 367, Fax +40 264 435 368 E-mail office@armatura ro. web: www.armatura ro

A R M A T U R A

No. 947/20.10.2020

NOTICE TO ATTEND

ORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of Company ARMATURA S.A. (hereinafter referred to as "ARM" or "the Company"), a joint stock company registered with the Tiade Registry Office attached to the Cluj-Napoca County Court under number J12/13/1991, Sole Registration Number RO 199001, Cluj-Napoca, str. Garii no. 19, Cluj County, having the subscribed and paid-up share captal of 4,000,000 lei.

in accordance with the provisions of Article 117 of Law no. 31/1990, the provisions of the Articles of Incorporation, of Law 24/2017 on Issuers of Financial Instruments and Market Operations and of Regulation no. 5/2018 on Issuers of Financial Instruments and Market Operations and the Decision no. 1 of the Board of Directors of 19.10.2020

convenes:

The Ordinary General Meeting of the Company's Shareholders (OGMS) for 04.12.2020, at 16.00, at the registered office of the Company from Cluj-Napoca, str. Garii no. 19, Cluj County.

At the Ordinary General Meeting of Shareholders all shareholders registered in the Shareholders' Registry at the end of November 16 2020, set as the reference date (the "Reference Date") are entitled to participate and vote.

1) Choosing the Independent external financial Auditor, for a period of 1 year, for the auditing of the financial statements of the year 2020, being proposed the following companies:

  • INTEGRAL AUDIT SRL
  • GRADIENT SRL
  • ACCOUNTING AUDIT SRL

The offers transmitted by these companies can be consulted on the Company's website www armatura.ro .

2) Approval of the date of 23 12.2020 as registration date according to the provisions of Article 86 of Law 24/2017 and of Article 2 of Regulation 5/2018, namely the date that serves to the identification of the shareholders for whom the OGMS decisions will be taken, and ex-date 22.12.2020;

3) The empowerment of Mr. Akper Saryev as Charman of the Board of Directors to sign on behalf of shareholders the OGMS decision and any other documents related to them and the mandating of Mirs Sorana Muresanu to perform any act or formalities required by law for registration and fulfilment of the decision of the OGMS, including the formalities for its publication and registration with the Trade Registry or any other public institution,

The general meeting of the shareholders will be carried out in accordance with the legal norms in force and the regulation approved for this purpose by the Board of Directors and ratified by the EGMS on 25.04.2019, which can be consulted on the company's website www armatura.ro.

Shareholders registered on the reference date in the shareholders' register have the option of voting by correspondence, prior to the general meeting of shareholders, by using the ballot paper form by correspondence. The ballot paper form by correspondence will be sent to the company's registered office in original or through any electronic means until 02.12.2020 at 16:00 under the penalty of the loss of the voting right in the meeting.

One or several shareholders who hold, individually or together, at least 5% of the share capital of the Company have the right to insert new items on the agenda of the Ordinary General Meeting of the Company's Shareholders, provided that each item is presented in in writing, accompanied by a justification or a draft decision proposed for adoption by the general meeting, which shall be sent to the company, including through any electronic means of data transmission, within 15 days from the date of publication of the convening, according to Article 92 paragraphs 4 and 5 of Law 24/2017.

The shareholders who proposed to introduce new items on the agenda are obliged to submit in writing the draft decisions for the items included or proposed to be included on the agenda of the General Meeting of the Company's Shareholders within 15 days from the date of publication of the notice to attend.

Information on the materials to be approved in the OGMS can be consulted on the Company's website www.armatura.ro.

Shareholders may ask questions on the agenda of the Ordinary General Meeting of Shareholders of the Company from 02.11.2020 and until 02.12.2020 at 16.00.

The shareholders will participate in the Ordinary General Meeting of the Company's Shareholders personally, through their legal representatives or through the representatives mandated by special or general power-of-attorney, which will be filed at the Company's headquarters by fax no. 0264-435-368, or e-mail at [email protected] starting with 02.11.2020, but the powers-of-attorneys will have to reach the company's registered office in original until 02.12.2020 at 16:00 under the sanction of losing the right of exercising the right to vote in the meeting. At the entrance to the meeting room, the shareholders will be certified with the identity documents provided by the law.

The special powers-of-attorneys forms and ballot papers by correspondence written in Romanian or English, as well as the materials that will be presented in the general meeting and the draft decisions can be obtained from the Company's registered office starting with 02.11.2020 and on the website, www armatura.ro and the shareholders can fill in and submit the ballot papers forms by correspondence and special power-of-attorneys in the two languages or in any international language until 02.12.2020, 16:00 The documents drafted in a foreign language, other than English, shall be accompanied by a translation made by a certified translator in Romanian or English, certification or apostille not being required for such documents

If the Ordinary General Meeting of Shareholders of the Company is not held on 04.12.2020 due to the non-fulfilment of the quorum conditions stipulated in the Articles of Incorporation, a second convening of the Ordinary General Meeting of the Company's Shareholders for 05.12.2020 will be held at the same address at 12:00 with the same agenda as for the first convening.

Additional relationships can be obtained at the company's registered office or at phone 0264-435-365.

THE BOARD OF DIRECTORS of ARMATURA S.A.

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