AGM Information • Mar 11, 2019
AGM Information
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S.C. "ŞANTIERUL NAVAL ORŞOVA" S.A. No. RC J25/150/1991 CIF: RO 1614734 Share capital: - issued 28.557.297,5 lei - paid up 28.557.297,5 lei No. 4. Tufări Street, Orşova, 225200, Mehedinţi Tel.: 0252/362.399; 0252/361.885; Fax: 0252/360.648 E-mail:[email protected] [email protected]
IBAN code: RO96RNCB0181022634120001- B.C.R. Orşova IBAN code: RO59BRDE260SV03176142600- B.R.D. Orşova
To:
The STOCK EXCHANGE – Operations Department Issuers of Regulated Markets FINANCIAL MONITORING AUTHORITY– Sector Financial Instruments and Investments
Concerning the issuers of financial instruments and market operations
Date of the report: 11th of March 2019
Trading company: S.C. ŞANTIERUL NAVAL ORŞOVA S.A; Main headquarters: no. 4 Tufări Street, Orşova Town, Mehedinţi County; Phone number: 0252/362399; Fax no.: 0252/360648 Unique registration code at the Trade Register's Office: RO 1614734; Number and registration date at the Trade Register's Office: J25/150/03.04.1991; Share capital issued and paid up: 28.557.297,5 lei Number of shares: 11.422.919 common shares, of 2,5 lei each; Regulated market on which the issued securities are traded: Stock Exchange Bucharest, STANDARD category (under symbol: SNO)
The management board of S.C. ŞANTIERUL NAVAL ORŞOVA S.A, with the main head-office in the town of Orșova, no. 4 Tufări Str., registered at ORC of Mehedinți County with no. J25/150/1991, unique registration number 1614734, joining their meeting from the date of the 8th of March 2019 decided to call out the General Meeting of the Shareholders for the date of 17th of April 2019, at 1000 o'clock, to the head office from the town of ORŞOVA, NO. 4 TUFĂRI STREET, MEHEDINŢI COUNTY, in compliance with the regulation no. 31/1990 republished in 2004, further amended and abridged, with the Law no. 297/2004, concerning the stock market, further amended and abridged, with the Law no. 24/2017 concerning the issuers of the financial instruments and market operations of the ASF regulation no. 5/2018 related to the issuers of the financial instruments and market operations and with the provisions from the Articles of Incorporation.
4. Submission of the year-end inventory of the managers for the fiscal year 2018
5. Assessing the fulfillment of the indicators and performance targets approved for the fiscal year 2018; approval of the variable remunerations based on the management and mandate contract agreements.
Only registered shareholders to the Shareholders' Register of the company on the date of 04 th of April 2019 settled as reference date will be able to join the meeting and vote.
The share capital of S.C. ŞANTIERUL NAVAL ORŞOVA SA is formed of 11.422.919 registered dematerialized shares, with a nominal value of 2.5 lei, each share being entitled to one vote within the general ordinary meeting of the shareholders.
The shareholders representing, separately or together, at least 5% out of the share/issued capital, are entitled to:
a) Introduce points into the agenda of the general meeting, provided that each point is supported by an argument or by a decision draft proposed for adoption by the general meeting;
b) Submit decision drafts for the points included or proposed to be included in the agenda of the general meeting.
The due date for the shareholders to carry out the above mentioned rights is 27.03.2019, until 03:00 p.m. The applications must be sent in written to the company's head-office S.C. Șantierul Naval Orșova S.A., no. 4 Tufări Street, Orșova Town, Mehedinți County.
Each shareholder is entitled to ask questions concerning the points of the agenda of the general meeting. The company can reply also by posting the answer of their website, to the section "Frequent questions".
The shareholders mentioned in the previous lines are obliged to send the materials/questions in written, in sealed envelopes, accompanied by the following documents:
for the natural persons shareholders - certified copy of their identity cards and account statement issued by the Depozitarul Central SA out of which it results the quality of shareholder and number of withhold actions;
for the legal persons shareholders – the registration certificate, certified copy of the identity card of the legal representative and account statement out of which it results the quality of shareholder and the number of shares withhold, issued by Depozitarul Central SA or, as appropriate, the participants who supply custody services, according to the law.
The documents stipulated will be sent to the company's head-office, with a clearly written note, in capital letters: "FOR THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS from the date of 17 th of April 2019".
The candidates for the managing positions will be appointed by the present members of the Management Board or by the shareholders, in compliance with art. 1371 line (2) from Law no. 31/1990 R further amended and abridged.
The conditions of eligibility the candidates for the position of member in the management board and the content of the candidature file are shown on the company's web site www.snorsova.ro at the section of "INFORMATION FOR SHAREHOLDERS".
The application files of the proposed managers will be submitted to the Management Board of S.C. SANTIERUL NAVAL ORSOVA S.A. to the company's head office, until the date of 27th of March 2019, at 04:00 p.m., the latest, for registration on the candidates' list, to be submitted to the approval of the general meeting. The candidates will be registered on the list, in chronological order of the registration numbers at the Registry of S.C. SANTIERUL NAVAL ORSOVA S.A of the candidature files. Only the candidates whose files are complete and include the documents mentioned in the list published on the company's web site, will be registered on the voting protocols, in chronological order.
The list which includes information concerning the name, residential town and professional qualification of the persons proposed for the management position is available to the shareholders, on the company's site.
The documents, informative materials and drafts of the resolution of the general meeting concerning the issues included in the agenda may be seen on the company's web site – www.snorsova.ro and/or from the company's head-office, starting with the date of 12th of March 2019 during the working days from 0900 a.m.-0300 p.m.
The shareholders registered on the reference date may join and vote at the General meeting of the shareholders directly and may be represented also by other persons who are different from the shareholders, according to a special power of attorney or general power of attorney, conceived according to the provisions under the Law no. 24/2017 and the ASF Regulation no. 5/2018. The shareholders legal persons or parties without a legal personality who take part in the General Shareholders' Meeting through other persons than their proxy representative, will mandatorily use a special or general power of attorney, under the terms stipulated above. The shareholders will fulfill and sign the special powers of attorney in three original samples: one for the shareholder, one for the representative and one for the company.
The general power of attorney may be awarded for a period which will not exceed three years, allowing the appointed representative to vote in all the aspects under debate of the General Meeting of the Shareholders, provided that the general power of attorney is awarded by the shareholders, as client, to an interim party described according to art. 92 from the Law no. 24/2017 or to a lawyer. The shareholders cannot be represented in the General Meeting of the Shareholders according to a general power of attorney, by a party who finds themselves in a conflict of interests' situation, in compliance with the stipulations under the Law no. 24/2017.
The access of the natural persons shareholders, entitled to take part in the general meeting is allowed through a simple test of their identity carried out with the identity card and in the case of the shareholders natural persons represented, with the power of attorney given to the natural person they represent.
The access of the shareholders legal persons, entitled to take part in the general meeting, is allowed according to the proof of the legal representative quality when the proxy representative of the shareholder is present in person. In the case when the proxy representative is not present himself, then the proof of the quality of proxy representative will be accompanied by the power of attorney given to the natural person who represents the named shareholder. The quality of proxy representative may be proved with a finding certificate issued by the Trade Register, submitted in original or a copy according to the original or any other document in original or copy according to the original issued by the certified authority in the state in which the shareholder is
legally registered who certifies the quality of proxy representative. The document certifying the quality of proxy representative of shareholder legal person is valid provided that it had been issued with at least 3 months prior to the publication of the General Meeting Convener. The documents certifying the quality of proxy representative conceived in a foreign language, other than English will be accompanied by a translation, realized by a certified translation, in Romanian or English language.
The requirements stipulated within the previous lines are applied accordingly also for proving the quality of proxy representative of the shareholder who proposes the introduction of new points on the agenda of the general meeting of the shareholders or which ask questions to the issuer concerning the points on the agenda of the general meeting of the shareholders.
The forms of special powers of attorney in Romanian or English language may be obtained from the company's head office starting with the date of 12th of March 2019 between 9:00 a.m.- 03:00 p.m. or they may be downloaded from the company's website. A file of the special power of attorney will be submitted/sent to the company's head office until including the date of 15h of April 2019, a file following to be made available to the representative's use, so that he can prove this quality.
The shareholders registered on the reference date are able to vote also by correspondence, prior to the date when the general meeting is held, by using the voting form by correspondence. The voting form, in Romanian language or in English Language, may be obtained starting with the date of 12th of March 2019, between 9:00 a.m. – 03:00 p.m., from the head office of the company or from the website www.snorsova.ro.
In the case of the vote by correspondence, the voting form, fulfilled and signed, accompanied by the copy of the identity document (ID card/identity card, in the case of natural persons, namely registration certificate in the case of legal persons), may be sent to the company's head office, up to the 15th of April 2019, 1:00 p.m., in closed envelope, with the clear mention, in capital letters: "FOR THE GENERAL ORDINARY MEETING OF THE SHAREHOLDERS FROM THE DATE OF 17 TH OF APRIL 2019".
The powers of attorney and the voting forms, accompanied by the identification data of the shareholders, may be sent also by e-mail with extended electronic signature in compliance with Law no. 455/2001 concerning the electronic signature, until the date of 15th of April 2019, at 1:00 p.m., to the address: [email protected], On the date of the general meeting, these documents will be handed over in original.
The voting forms which are not received until the indicated date cannot be considered for settling the quorum and majority within the general meeting.
Additional information may be found at the company's head-office or at the phone number 0252362399 between 9:00 a.m.-3:00 p.m.
In the case when the validity terms of the meeting upon first calling have not been fulfilled, then the general meeting of the shareholders will be held for the date of 18 th of April 2019, with preservation of the agenda, the time and place of its progress.
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