AGM Information • Nov 27, 2017
AGM Information
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GRUP UZINSIDER
Data raportului: 27.11.2017 Company Name: COMELF SA Head Office: Bistrita, str. Industriei nr. 4 Telephone / fax no.: 0263.234.462 ; 0263.238.092 Tax Identification no.: 568656 Registry of Commerce no.: J06/02/1991 Subscribed and paid-up share capital: 13036325.34 lei Regulated Market on which the securities issued are transacted: BVB Reported Event: EGMS Proceedings held on January 04th, 2018.
The Managing Board of SC COMELF SA, with its head office in Bistrita no. 4, Industriei street, county of Bistrita - Nasaud reunited on November 27th, 2017, through the Decision of the Board of Administration no. 15 of November 27th, 2017 summons the Extraordinary General Meeting of the Shareholders (EGMS) on January 04th 2018, at the Business Office of Uzinsider S.A., in Bucharest, no. 12, Carol Bvd., with the following agenda:
Approval for the extension of the loaning limit defined through the OGMS decision no. 55/21.04.2017, up to the amount of 8,000,000 EURO and empowering the Company's general manager and financial manager to sign agreements for banking products (loans), up to the new loan level, for the purpose of sustaining the company's business activities.
Approval for the transfer of the amount of 5.793.538 lei in the Comelf S.A. bank account opened at ING Bistrita, for the purpose of removing the lien from the building of FUET workshop (land register no. 54717, topographical no. 8118/1/2).
Approval for the transfer of the amount of 6.093.901 lei from the Comelf S.A. bank account opened at ING Bistrita in the account opened at the National Treasury, for the purpose of paying up the amount requested in the Report of Findings prepared by the inspectors from the General Directorate of Public Finance - Tg. Mures issued on September 9th, 2015.
Empowering the Company's General Manager, Mr. Cenusa Gheorghe to take all the necessary steps to register the Decision of the EGMS to the Trade Register Office in Bistrita-Năsăud, and also to publish the Decision in the Official Gazette of Romania and to sign the Report regarding the EGMS.
Approval of the Registration Date proposed by the Managing Board as January 26th, 2018, respectively ex date January 25th, 2018.
All Shareholders registered at the Shareholders Registry at SC DEPOZITARUL CENTRAL SA at the end of the day of December 27th, 2017, as a reference date may attend the meeting and vote.
One or more shareholders representing individually or together at least 5 % of the authorized capital have the right to: a) submit items for Agenda of the General Assembly within 15 days after the convener has been published, provided that each item submitted will be accompanied by a justification or a decision proposal to be adopted by the General Assembly, that is no later than December 14th, 2017.
b) to present decision proposals for the items already included or submitted to be included on the Agenda for the General Assembly, within 15 days after the convener has been published, that is no later than December 14th, 2017.
Within the same time interval, each of the shareholders has the right to ask questions regarding the items included in the Agenda for the EGMS. The Company will prepare a general answer for the questions having the same content that will be available on the Company's website, as a Q&A document.
The afore mentioned shareholders must send the materials / questions in a written form, in sealed envelopes, accompanied by certified copies of the identity papers, identity card for individuals, Certificate of Incorporation for Companies, as well as a copy of the document that proves the person is acting as a legal representative for such companies, at the company's head office. The envelope shall bear the following indication, written all caps PENTRU ADUNAREA GENERALA EXTRAORDINARA A ACTIONARILOR DIN DATA DE 04.01.2018("for the Extraordinary General Meeting of the Shareholders of January 04th, 2018"), or by e-mail with the extended electronic signature incorporated according to law no.455/2001 regarding the electronic signature, at [email protected] the subject should indicate "for the EGMS of January 04th, 2018".
The persons duly authorized to participate at the EGMS will be granted access by simply presenting their ID Card, for individuals, or the Special Power of Attorney, for legal entities that choose to be represented by duly empowered individuals.
The shareholders may participate in person or may be represented in the EGMS by other persons to whom special power of attorney has been granted based on the Special Power of Attorney Form provided by the Company, as required by law.
The Special Power of Attorney Forms in Romanian or English for the EGMS of January 04th, 2018 may be obtained from the Company's Head Office - Dashboard Department or may be downloaded from the Company's website, after December 04th, 2017. One copy, in original of the Special Power of Attorney form, filled in and signed and accompanied by a copy of the valid Identity Card of the Shareholder (identity card for individuals and Certificate of Incorporation for Companies) will be handed in / sent at the Company's Head Office no later than January 02nd, 2018 at 10oo, another copy of the form will be provided for the representative in order to prove his/her ability to act as a representative during the Assembly. The Special Power of Attorney Forms in Romanian or English accompanied by identity documents of the shareholders may also be sent by email using the Embedded Extended Electronic Signature according to law no. 455 / 2001 regarding electronic signature, no later than January 02nd, 2018 at 10oo to the following email address [email protected] the subject should indicate "pentru AGEA din 04.01.2018 " ("for the EGMS of January 04th, 2018"). At the date the EGMS is to take place, the assigned representative will hand in the Special Power of Attorney Form in original, where these have been sent by email with embedded extended electronic signature and a copy of the valid ID Document of the assigned representative.
The generic Power of Attorney issued by the shareholder, as a customer, to an agent (defined according to art. 2, paragraph (1), item 14 of Law no. 297/2004) or to an attorney, before the first use, will be submitted at the company's head office. in a certified copy by the shareholder's representative, no later than 02.01.2018 (date of registration at the company's registry office), failure to submit such Power of Attorney will lead to the loss of the right to vote for the agent acting for the shareholder during the EGMS.
COMELF SA shareholders have the possibility to vote by mail, using the Vote by Mail Form in Romanian or English. The forms may be obtained from the company's Head Office - Dashboard Office or may be downloaded from the company's website, after December 04th, 2017. The Vote by Mail Forms filled and signed accompanied by a copy of the Shareholder's valid Identity Card (Identity Card for individuals and Certificate of Incorporation and copy of the identity card of the legal representative for Companies) may be sent to the Company's Head Office by Registered Mail, so that they are registered as being received until no later than January 02nd, 2018, at 1000. The forms received after this deadline will not be taken into account when determining the quorum and the majority in the EGMS. The vote option may be expressed by e-mail, in Romanian or English, at the following email address: [email protected], with electronic signature and indicating "pentru AGEA din 04.01.2018" ("for the EGMS of January 04th, 2018").
Project Proposals and the materials to be discussed during EGMS may be reviewed at the company's Head Office each working day or on the company's website (www.comelf.ro - Section "Informatii la zi" ("Up to date Information"), beginning with December 04th, 2017.
If at the first summons the assembly proves to be non-statutory, the meeting will be reconvened on January 05th, 2018 under the same conditions (place, time, agenda).
Further information may be obtained at SC COMELF SA Head Office in Bistrita or at the following telephone numbers 0263.234.462 ext. 201, 0372.037309, each working day between 800 - 1500 or by e-mail at the following email address: [email protected].
Chairman of the Managing Board eng. Savu Constantin
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