Delisting Announcement • May 10, 2019
Delisting Announcement
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Report date: 10.05.2019 Name of issuing entity: S.C. ELECTROAPARATAJ S.A. Registered office: Targoviste, 121(C7) Calea Campulung; Dambovita County Telephone/fax number: telephone 021.316.64.16, fax 021.316.78.40 Trade Register sole registration number: RO 51 Registration number with the Trade Registry: J15/80/2011 Subscribed and paid-up share capital: RON 4,667,688.9 The regulated market trading the securities issued: Bucharest Stock Exchange
I. Important events to be reported
a) Changes in the control over the Company. N/A.
b) Substantial acquisitions or divestitures of assets. N/A.
c) The bankruptcy proceedings. N/A.
d) Transactions of the type listed in art. 82 of Law no. 24/2017. N/A.
e) Other events.
The Board of Directors of S.C. ELECTROAPARATAJ S.A., headquartered in Targoviste, 121(C7) Calea Campulung Street, Dambovita County, registered with the Trade Register Office under no. J15/80/2011, unique registration code 51 and unique European identifier ROONRC.J15/80/2011, duly and statutorily gathered on 09/05/2019 based on the Resolution no. 1 of the Board of Directors, convenes the Extraordinary General Meeting of Shareholders on 10/06/2019, at 01:00 PM at at the headquarter of the company, with the following agenda:
Approval of the voluntary dissolution of the Company, pursuant to art. 227 par. 1 lit. d) of the Companies Law no. 31/1990, republished, as subsequently amended and supplemented ("Law 31/1990") and the commencement of the liquidation process of the Company.
Acknowledging the termination of the term of the Company's directors and administrators.
Approval of the appointment of a liquidator, a member of UNPIR, to perform all the duties and operations related to the liquidation and cancellation of the Company from the Trade Registry, to establish the remuneration due to the liquidator and to empower an administrator to sign the contract with the appointed liquidator, as well as determining its attributions.
Approval of shareholders' registration date. The proposal regarding the date of registration of the shareholders affected by the decision of the extraordinary meeting, to be determined by the general meeting, is 27.06.2019.
Empowerment of a person to complete advertising formalities.
Only the company's shareholders registered in the register of shareholders at the end of 03.06.2019 may attend and vote in the meeting.
In case the required quorum is not gathered on the mentioned date, the ordinary general meeting will be held on 11.06.2019, at the same hour and in the same place, with the same agenda.
One or several shareholders representing, separately or jointly, at least 5% of the share capital have the right to include new items on the agenda of the general meeting provided that each item is accompanied by a justification or a draft resolution proposed to be adopted by the general meeting.
The shareholders also have the right to present draft resolutions for the items included or proposed to be included on the agenda of the meeting.
The shareholders' proposals related to the inclusion of new items or draft resolutions will be submitted to the company in writing, delivered personally or sent by any of form of courier, accompanied by a copy of the shareholder's identity document (identity card/identity paper/registration certificate in case of legal persons), the envelope bearing the mention "For the Extraordinary General Meeting of Shareholders dated 10.06.2019".
The shareholders' proposals related to the inclusion of new items on the agenda, as well as the draft resolutions for the items included or proposed to be included on the agenda of the meeting will be sent to the working point of the company in Bucharest, 20A Bd. Constructorilor, Section A, 1st Floor, E1.11.Ab Room, District $6 -$ Postal code 060512 until 26.05.2019 including.
The company's shareholders may ask questions about the items on the agenda of the meeting, questions which will be sent in writing to the working point of the company located in Bucharest, 20A Bd. Constructorilor, Section A, 1st Floor, E1.11.Ab Room, District $6$ – Postal code 060512, accompanied by a copy of the valid identity document (identity card/identity paper/registration certificate in case of legal persons) until 26.05.2019, the envelope bearing the mention "For the Extraordinary General Meeting of Shareholders dated 10.06.2019".
The documents and informative materials related to the issues included on the agenda of the meeting, the draft resolutions, the form of the mail ballot in Romanian or in English, as well as the forms of the special power of attorney in Romanian or in English may be obtained from the working point of the company in Bucharest, 20A Bd. Constructorilor, Section A, 1st Floor, E1.11.Ab Room, District 6 -Postal code 060512, Secretariat Cabinet, starting with 10.05.2019. The above mentioned information will also be available on the company's website (www.electroaparataj.ro).
The shareholders may attend the meeting personally or by representatives, based on a special power of attorney or general empowerment, according to the legal provisions. The power of attorney is submitted to the company's working point in Bucharest, 20A Bd. Constructorilor, Section A, 1st Floor, E1.11.Ab Room, District 6 – Postal code 060512, Shareholding Cabinet, until 08.06.2019.
The powers of attorney may also be sent by e-mail, with incorporated extended electronic signature, according to Law no. 455/2001 concerning the electronic signature, to the address [email protected], mentioning in the subject: "For the Extraordinary General Meeting of Shareholders dated 10.06.2019", in compliance with art. 125, paragraph (3) of Law no. 31/1990, republished.
The shareholders registered on the reference date may also exercise their voting right by correspondence. The form of the voting ballot, with legalization of signature by a notary public, may be submitted personally or sent by any form of courier, accompanied by a copy of the identity document of the shareholder (identity card/identity paper/registration certificate in case of legal persons), the envelope bearing the mention "Vote by correspondence for the Extraordinary General Meeting of Shareholders dated 10.06.2019", to the address: Bucharest, 20A Bd. Constructorilor, Section A, 1st Floor, E1.11.Ab Room, District 6 - Postal code 060512, until 08.06.2019.
Further information may be obtained at the phone numbers 021/307.60.30 and 021/316.64.16.
Chairman of the Board of Directors, by Adrian Ioan Rus
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