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Armatura S.A.

AGM Information May 15, 2025

2333_egm_2025-05-15_a7c15596-ad5a-4fe0-a6d6-f5017c73e563.pdf

AGM Information

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CURRENT REPORT

According to ASF Regulation No. 5 / 2018 Report Date: May 15, 2025 "ARMĀTURA" S.A. Registered Office: Cluj-Napoca, Str. Gării no. 19 Phone Number: +40 0371 784 884, Fax: +40 371 784 881 Trade Registry No. with Cluj County Court: J12/13/1991 Unique Registration Code: RO 199001

IMPORTANT EVENT TO BE REPORTED:

The Board of Directors of ARMATURA S.A. (the "Company"), a joint-stock company registered with the Trade Registry attached to the Cluj Tribunal under registration number J12/13/1991, having the unique registration code RO 199001, with its registered office in Cluj-Napoca, Str. Gärii no. 19, Cluj County, and a subscribed and paid-in share capital of RON 4,000,000,

Considering (i) the Financial Analysis Report prepared by the external auditor NOA Tax Advisors S.R.L. on May 9, 2025, and (ii) the Report dated May 12, 2025, of the Board of Directors of ARMATURA S.A. regarding the acknowledgment of a significant loss of net assets and the proposal for the voluntary dissolution of the Company, attached to this Notice,

in accordance with the provisions of Articles 113, 115, and 117 of Company Law no. 31/1990, the provisions of the Articles of Association, Law no. 24/2017 on issuers of financial instruments and market operations, Regulation no. 5/2018 on issuers of financial instruments and market operations, and the Decision of the Company's Board of Directors dated May 14, 2025,

Hereby convenes:

The Extraordinary General Meeting of Shareholders (EGMS) of the Company, to be held on June 24, 2025, at 12:00, at the Company's headquarters located in Cluj-Napoca, Str. Garii no. 19, Cluj County.

All shareholders registered in the Shareholders' Register at the end of the day on June 9, 2025, established as the record date, are entitled to attend and vote at the Extraordinary General Meeting of Shareholders.

Agenda:

  1. Approval of the dissolution and initiation of the liquidation procedure, as a result of the reduction of the Company's net assets (calculated as the difference between total assets and total liabilities) to less than half of the value of the subscribed share capital and the impossibility of fulfilling the Company's corporate purpose, pursuant to Article 15324 and Article 227 paragraph (1) letter b) of Law no. 31/1990.2.

    1. Approval of the appointment of BELCIU INSOLVENCY SPRL, with registered office at Str. Grigore Mora no. 11, 2nd Floor, Sector 1, Bucharest, tax identification code (CUI) 31613331, registered with the National Union of Insolvency Practitioners of Romania under no. 0608/25.05.2012, represented by Violeta Belciu, as judicial liquidator for the purpose of carrying out the liquidation procedure (hereinafter referred to as the "Liquidator"),
    1. Approval of the authorization of the Liquidator to undertake all necessary procedures, operations, and formalities before any public authority, including tax authorities, in connection with the liquidation (including the transfer of the Company's assets resulting from the liquidation to the shareholders). In this regard, it is proposed that the Liquidator perform all duties provided by the applicable legislation, including:
  • a) To ensure the distribution of the Company's assets and liabilities;
  • b) To ensure the payment of all the Company's debts, including tax obligations, and the collection of all receivables during the liquidation procedure;
  • c) To carry out and complete commercial operations related to the liquidation and to conduct any type of transactions for this purpose;
  • d) To settle with the shareholders, at the time of liquidation, the rights due to them regarding the return of share capital and dividends;
  • e) To represent the Company in accordance with legal provisions, including submitting, in the name and on behalf of the Company, any tax or other declarations, as well as making any registrations in public registers;
  • f) To carry out any other duties and responsibilities provided by law.

  • Suspension from trading of the securities admitted to trading on the regulated market of the Bucharest Stock Exchange, until the completion of the liquidation procedure.

  • Approval of the delisting of the securities admitted to trading on the regulated market of the Bucharest Stock Exchange upon completion of the liquidation procedure.

  • Approval of July 22, 2025 as the registration date, in accordance with the provisions of Article 87 of Law 24/2017 and Article 2 of Regulation 5/2018, namely the date used to identify the shareholders who will be affected by the resolutions of the EGMS, and July 21, 2025 as the ex-date.

  • Empowering Mr. BOGDAN STEFAN to sign, on behalf of the shareholders, the EGMS resolution and any other related documents, and mandating "Jantea și Asociații" - Civil Law Partnership, with its office in Bucharest, Str. Transilvaniei no. 9, Sector 1, registered with the Bucharest Bar under no. 2164/16.12.2013, having tax identification code RO 32675944, phone +40(21)336 72 25, fax +40(21)336 72 26, email: [email protected], to carry out any act or formality required by law for the fulfilment of publicity formalities and the registration of the EGMS Resolution with the Trade Registry or any other public institution.

The General Meeting of Shareholders will be conducted in accordance with the applicable legal provisions and the regulations approved for this purpose by the Board of Directors and ratified by the EGMS on April 25, 2019, which can be consulted on the Company's website: www.armatura.ro.

Shareholders registered in the shareholders' register on the reference date have the option to vote by correspondence, prior to the General Meeting of Shareholders, by using the correspondence voting forms published on the Company's website. The correspondence voting forms must be submitted to the Company's headquarters in original or by electronic means of data transmission no later than June 23, 2025, at 12:00, under the sanction of losing the right to vote at the meeting.

One or more shareholders holding, individually or jointly, at least 5% of the Company's share capital have the right to propose new items to the agenda of the Extraordinary General Meeting of Shareholders, provided that each item is submitted in writing, accompanied by a justification or a draft

resolution proposed for adoption by the general meeting. These proposals must be submitted either by courier services or by electronic means of data transmission.

One or more shareholders holding, individually or jointly, at least 5% of the Company's share capital have the right to submit, in writing, draft resolutions for the items included or proposed to be included on the agenda of the general meeting. These shall be sent by courier services or by electronic means of data transmission. The deadline for submitting requests to introduce new items on the agenda or to submit draft resolutions for items included or proposed to be included on the agenda is the 15th day from the date of publication of the notice of meeting, in accordance with Article 1171 paragraphs 1 and 2 of Law 31/1990, and Article 105 paragraphs 3 and 5 of Law 24/2017.

Shareholders who have proposed the addition of new items to the agenda are required to submit, in writing, the draft resolutions for the items included or proposed to be included on the agenda of the Company's General Meeting of Shareholders within no more than 15 days from the date of publication of the notice of meeting.

Information regarding the materials to be approved at the EGMS will be available on the Company's website: www.armatura.ro.

Shareholders may submit questions regarding the items on the agenda of the Company's Extraordinary General Meeting of Shareholders from May 21, 2025 until June 22, 2025 at 12:00.

Shareholders shall participate in the Extraordinary General Meeting of Shareholders either in person, through their legal representatives, or through authorized proxies, which shall be submitted to the Company's headquarters, by fax at +40 371 784 881, or by email at [email protected] starting from May 24, 2025. However, the proxies must be received at the Company's headquarters in original or by electronic means of data transmission no later than June 22, 2025 at 12:00, under the sanction of losing the right to vote at the meeting. For proxy voting based on a special power of attorney, the special proxy forms published on the Company's website must be used. Upon entering the meeting room, shareholders must identify themselves with legally recognized identification documents.

The special proxy forms and the voting forms by correspondence - drafted in Romanian, English, or German, as well as the materials to be presented at the general meeting and the draft resolutions, can be obtained starting May 21, 2025, from the Company's headquarters and from the Company's website www.armatura.ro. Shareholders can complete and submit, to the Company, including by electronic means of data transmission, the voting forms by correspondence and special proxies in the three languages or in any internationally recognized language until June 22, 2025, at 12:00. Documents drafted in a foreign language, other than German or English, must be accompanied by a translation made by a certified translator into Romanian or English, and legalization or apostille of these documents is not required.

If on June 24, 2025, the Extraordinary General Meeting of Shareholders of the Company cannot be held due to the lack of quorum, a second call for the Extraordinary General Meeting of Shareholders shall be made for June 25, 2025, to be held at the same address, at 12:00, with the same agenda as for the first meeting.

Further information may be obtained by calling +40 (0) 371 784 884.

BOARD OF DIRECTORS OF ARMĂTURA S.A. President of the Board BOGDAN STEFAN

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