AGM Information • Mar 12, 2021
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
RC J12/13/1991 GUI R0199001 IBAN R029RNCB0106026615010001 B.C.R. Cluj-Napoca Capital Social: 4.000.000 RON
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, 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 ofthe Board of Directors of 12.03.2021
At the Ordinary General Meeting of Shareholders all shareholders registered in the Shareholders' Registry at the end ofApril 15 2021, set as the reference date (the "Reference Date") are entitled to participate and vote.
1) Presentation and Submission for approval ofthe management report on the Company's Annual Financial Statements prepared for the financial year 2020 and ofthe report ofthe Board ofDirectors on the Company's Annual Financial Statements prepared for the financial year 2020;
2) Presentation and Submission for approval of the Company's statutory annual financial Statements, namely the balance sheet, the profit and loss account, the Statement of changes in equity, the cash flow Statement, informative data, the Statement offixed assets and the explanatory notes to the annual financial Statements for the financial year 2020;
3) Presentation of the report ofthe Company's extemal financial auditor on the annual financial Statements prepared for the financial year 2020;
4) Presentation and approval of the Annual Report prepared in accordance with the provisions of Article 63 of Law no. 24/2017 on issuers offinancial Instruments and market operations and of Article 126 and Annex no. 15 to Regulation no. 5/2018 for the financial year ended December 31, 2020;
5) Approval of the discharge of the Company's directors for the work carried out during the financial year 2020 on the basis ofthe reports submitted;
6) Presentation and approval of the Remuneration policy of the administrators and of the executive director
7) Choosing the Independent external financial Auditor, for a period of 1 year, for the auditing of the financial Statements ofthe year 2021, being proposed the following Companies:
JP AUDITORS & ADVISORS SRL
G2 EXPERT SRL
The offers transmitted by these Companies can he consulted on the Company's website www.armatura.ro .
8) Approval of the date of 20.05.2021 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 19.05.2021;
9) The empowerment of Mr. Akper Saryyev as Chairman of the Board of Directors to sign on behalf ofshareholders 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 ofthe shareholders will be canied out in accordance with the legal norms in force and the regulation approved for this purposc 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 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 through any electronic means until 25.04.2021 at 16:00 under the penalty of the 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 insert new items on the agenda ofthe 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 ofthe convening, according to Article 92 paragraphs 4 and 5 ofLaw 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 artend.
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 ofthe Ordinary General Meeting of Shareholders ofthe Company from 25.03.2021 and until 25.04.2021 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-attomey, which will be füed at the Company's headquarters by fax no. 0264-435-368, or e-mail at [email protected] starfing with 25.03.2021, but the powers-of-attomeys will have to reach the company's registered Office in original until 25.04.2021 at 16:00 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 be certified with the identity documents provided by the law.
The special powers-of-attomeys forms and bailot 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 starfing with 25.03.2021 and on the website, www.armatura.ro and the shareholders can fill in and submit the bailot papers forms by correspondence and special power-of-attorneys in the two languages or in any international language until 25.04.2021, 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 Ordinaiy General Meeting of Shareholders of the Company is not held on 27.04.2021 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 28.04.2021 will be held at the same address at 16:00 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.
This convening notice replaces the convening notice ofthe ordinary general meeting published in the Official Gazette no. 1009 / 11.03.2021.
THE BOARD OF DIRECTORS of ARMÄTURA S.A.
by CHAIRMAN- ER SARYYEV
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