Pre-Annual General Meeting Information • Sep 12, 2014
Pre-Annual General Meeting Information
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Sos. Borșului nr. 35 410605 ORADEA - ROMANIA
Tel: 0259 456 116 Tel: 0259 444 969 Fax: 0259 462 224 e-mail: sinteza@ sinteza. ro www.sinteza.ro
C.U.I.: R0 67329 Nr. înreg. ORC-Bihor: J.05/197/1991
Cont EXIM: RO48EXIM109000019389RO01 Banca: EXIM BANK ORADEA Cont BTRL: RO86BTRL00501202N98396XX Banca: Transilvania Oradea Cont BRD: RO79BRDE050SV07449460500 Banca: BRD Oradea
CURRENT REPORT UNDER REGULATION C.N.V.M. 1/2006
· Regulated market where securities are traded and ISSUED: BVB
THE BOARD OF DIRECTORS OF S.C. SINTEZA S.A. Oradea, located in Oradea, Sos. Borsului no. 35, Bihor County. registered at ORC under no. J05/197/1991, based on art. 117 of Law No. 31/1990, republished with subsequent amendments. of the provisions of the Articles of Association, of the Law. 297/2004, of Regulation no. 1/2006 as amended and Regulation no. 6/2009, met on 11.09.2014 and decided to convene the extraordinary general meeting of shareholders on 14/10/2014 10:00 am at the company's headquarters in Oradea, Sos. Borsului No. 35, with the following:
1 Approval of the Eximbank SA Multi-Purpose credit facility with a maximum value of 15,314,681 lei, validity period 31.12.2022, to finance the investment project "Acquisition of benzoic acid plant with catalytic oxidation of Co - Mn toluene and purification by vacuum distillation of catalyst and rezidual materials recovery under BAT conditions".
2 Approval of mortgaging the assets of the SC Sinteza SA and receivables, current accounts and promissory note as securities to the above mentioned credit facility.
3 Approval of SC Sinteza SA commitment not to split / merge / decide early dissolution of the company in the duration of the credit facilities / state guarantees from Eximbank SA or that will be incurred in the future from Eximbank SA, without prior consent of the bank.
4 Approval of Mr. Catalin Stefan Marias, CEO of SC Sinteza SA as trustee, on our behalf and to represent us with full power and sign all necessary documents with Eximbank SA to carry out the above actions. 5 Approval of the registration date 31/10/2014.
In case of failure to meet statutory requirements regarding the extraordinary general meeting of shareholders on the day mentioned above, it will reconvene on October 15, 2014, same time, same place and with the same agenda.
Shareholders that are entitled to attend general meetings are those contained in the shareholders registry as of 02.10.2014, the date of reference.
Shareholders registered on the reference date may attend and vote at the general meeting or be represented by persons other than shareholders based on proxy, under art. 243 of Law 297/2004 regarding the capital market. Shareholders can attend the general meeting via a simple proof of their identity, with ID cards in case of individual shareholders, and in the case the shareholders are companies, the individuals representing said companies must have power of attorney given by the shareholding company.
In the case of shareholding companies or entities without legal personality, the legal representative is established based on the list of shareholders to date, received by the central depository.
According to art. 14 paragraph 4 line 1 of Regulation no. 6/2009 on the exercise of certain rights of shareholders in the frame of the general shareholder meeting, a shareholder may appoint by proxy one or more alternate representatives to ensure its representation in the General Assembly if the representative appointed under paragraph (4) is unable to fulfill his/her mandate. In case the shareholding company appoints power of attorney to more than one person, the shareholding company must also indicate the order in which the appointed persons exercise their mardates.
The power of attorney shall be prepared in three original copies (one for the SC SINTEZA SA, one for the principal and one for the agent). These are available in Romanian and English at SC SINTEZA SA's headquarters or on the webpage www.sinteza.ro, starting from 12.09. 2014 at 10:00.
After completing and signing the necesary copies these will be mailed to SC SINTEZA SA at the latest on 10.13.2014 in a sealed envelope marked clearly with capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 14 / 15.10.2014" or sent by e-mail with an extended electronic signature to SC SINTEZA SA, accompanied by a copy of the card of the shareholder represented, sent at the latest until 10/13/2014 at 10:00. The e-mail address is [email protected].
Proxies will be accepted either in Romanian or in English.
Shareholders registered in the shareholders registry at the reference date are able to vote by post prior to the General Meeting of Shareholders, by using the form for voting by correspondence. The form post voting in Romanian or English, with a signature authenticated by a public notary shall be submitted in original to SC SINTEZA SA at its headquarters until 13.10.2014 at 10:00, in a sealed envelope marked clearly and using uppercase letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 14/15.10.2014".
According to art. 18 (3) of Regulation no. 6/2009 of CNVM on the exercise of certain rights of shareholders in the general shareholders meeting, where shareholders have exercised their vote by mail or through a representative at the meeting, the vote sent by post general meeting will be canceled. In this case, the vote will be considered only if expressed in person or by proxy vote.
One or more shareholders holding, individually or together, at least 5% of the share capital have the right to introduce new items on the agenda of the general meeting of shareholders, provided that each item is accompanied by a justification or a draft resolution for approval at the extraordinary shareholder's meeting, which will be submitted to the company in writing until 10:00 on 27/09/2014, also have the right to draft and propose resolutions for items included or to be included on the agenda of the meeting day, as that may be exercised in writing by sending the proposals to SC SINTEZA SA's premises until 27.09.2014 at 10:00.
Applications on the introduction of new items on the agenda and draft resolutions for these items shall be submitted in writing to the Board of Directors in a sealed envelope marked clearly with capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 14/15.10.2014 ". The agenda containing the new proposed items will be republished as per the requirements prescribed by law for convening the General Assembly.
Shareholders may ask questions about items on the agenda, which shall be deposited at SC SINTEZA SA along with copies of documents which identify the shareholders until 27.09.2014 at 10:00.
Questions shall be submitted to the Board in original, in a sealed envelcpe marked clearly with capital letters: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 14/15.10.2014'. SC SINTEZA SA will answer these questions on its website.
The special proxy voting form, completed and signed in original for, the introduction of new items on the agenda and the questions raised by shareholders, will be accompanied in the case of individuals with an identity card in photocopy, signed by the individual.
The Board proposes the record date to be 31.10.2014, according to which the shareholders that are affected by the board decisions will be identified.
Shareholders may designate their representative also by electronic means, the notice can be submitted by e-mail at [email protected].
Documents, materials regarding issues on the agenda, the draft judgment, special power of attorney forms and postal vote ballot form will be available to shareholders at the company's headquarers and on www.sinteza.ro in Romanian and English, from the moment this notice is publicated, 12/09/2014.
Additional information, including information relating to shareholders' rights can be obtained by phone: 0259/444.969, weekdays between the hours of 9.00 to 13.00.
Chairman of the Board,
Tibor Tincau
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