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Armatura S.A.

AGM Information Mar 27, 2020

2333_egm_2020-03-27_dfcc637b-0d07-4155-b986-6702c604e30d.pdf

AGM Information

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S.C. ARMÄTURA S.A. 400267 Cluj-Napoca, str. Gärii nr.19 Tel: +40 264 435 367, Fax: +40 264 435 368 E-mail: [email protected], web: www.armatura.ro

AR MATURA RCJ12/13/1991 CUIR0199001 IBAN R029RNCB0106026615010001 B.C.R. Cluj-Napoca Capital Social: 4.000.000 RON

No. 377/24.03.2020

CQNVENING NOTICE

EXTRAORDINARY GENERAL MEETING OE SHAREHOLDERS

The Board of Directors of Company ARMÄTURA 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, 19 Gärii Street, Cluj county, having the subscribed and paid-up share Capital ofLei 4,000,000,

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 ofthe Board of Directors of 20.03.2020,

convenes:

The Extraordinary General Meeting of the Company's Shareholders ("EGMS") for 29.04.2020, at 17:00 o'clock, at the registered office of the Company from Cluj-Napoca, 19 Gärii Street, Cluj county.

At the Extraordinary General Meeting of Shareholders all shareholders registered in the Shareholders' Registry at the end of April 15, 2020, set as the reference date (the "Reference Date") are entitled to participate and vote.

The agenda of the Extraordinary General Meeting of the Company's Shareholders is the following:

1) To approve the cease of Company's production activity, deployed in Cluj-Napoca, str. Garii, nr. 19, in the shortest delay possible, and to empower the Board of Administration to take any and all measures to do so.

2) Approval of the date of 15.05.2020 as registration date according to the provisions of Article 86 ofLaw 24/2017 and of Article 2 ofRegulation 5/2018, namely the date that serves to the Identification ofthe shareholders for whom the EGMS decisions will be taken, and ex-date 14.05.2020;

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

The general meeting ofthe 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 12.02.2015, 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 ofshareholders, 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 by electronic means of data transmission until 27.04.2020 at 17:00 under the penalty ofthe loss ofthe voting right in the meeting.

One or several shareholders who hold, individually or together, at least 5% ofthe share Capital of the Company have the right to propose candidates for the position of auditor and the right to propose new items on the agenda of the Extraordinary 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 by electronic means of data transmission, within 15 days from the date of publication of the convening, according to Article 92 paragraph. 4 and 5 ofLaw 24/2017.

The shareholders who proposed 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 ofthe General Meeting ofthe Company's Shareholders within 15 days from the date ofpublication ofthe notice to artend.

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

Shareholders may ask questions regarding the items on the agenda of the Extraordinary General Meeting of Shareholders of the Company from 27.03.2020 and until 27.04.2020 at 17:00 o'clock.

The shareholders will participate in the Extraordinary General Meeting of the Company's Shareholders, 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 27.03.2020, but the powers-of-attorneys will have to reach the Company's registered office in original or by electronic means of data transmission until 27.04.2020 at 17:00 under the sanction oflosing the right of exercising the right to vote in the meeting. At the entrance to the meeting room, the shareholders will identify themselves with the identification 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 27.03.2020 and on the website, www.armatura.ro and the shareholders can fill in and submit, including by electronic means of data transmission, the ballot papers forms by correspondence and special power-of-attorneys in the two languages or in any international language until 27.04.2020, 17:00 o'clock. Documents written in a foreign language other than English will be accompanied by a translation into Roman or English of an authorized translator, the notarization or apostillation of such translations not being required.

If the Extraordinary General Meeting of Shareholders of the Company is not held on 29.04.2020 due to the non-fulfilment of the quorum conditions stipulated in the Articles of Incorporation, a second convening of the Extraordinary General Meeting of the Company's Shareholders for 30.04.2020 will be held at the same address, at 14:00 o'clock, 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 ARMÄTURA S.A.

by CHAIRMAN– AKPER SARYYEV

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