AGM Information • Sep 20, 2016
AGM Information
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societate in insolventa in insolvency en procedure collective
U.C.M. Resita S.A.
Sediu Social: Piata Montreal, nr.10. Cladirea World Trade Center, intrarea F,etaj1, biroul nr.1.50
Tel: +40-(0)255-217111 · Fax: +40-(0)255-223082
Sediu Administrativ: Str. Golului, Nr.1, 320053, Reșița, Romania
011469, Sector 1, Bucuresti, Romania
[email protected] · http://www.ucmr.ro
According to the Regulation C.N.V.M. no. 1/2006
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Date of report: 22.06.2016 Name of the issuing trading company: U.C.M. Resita S.A. Registered office: Montreal Square No. 10, World Trade Center Building, Entrance F, 1st Floor, Office no.1.50, Sector 1, Bucharest Headquarters: Resita, Golului Street, no. 1, 320053, Caras-Severin County Phone: 0255/217111; Fax: 0255/223082 Unique registration code: 1056654 Number at the Trade Register Office Bucharest: J 40/13628/2011 Subscribed and paid-up registered capital: 10.993.390.40 lei The requlated market on which the issued securities are traded: Bucharest Stock Exchange Important events to report: convening of the Extraordinary General Meeting of Shareholders of UCM Resita S.A.
The Special Trustees of the company U.C.M. Resita S.A. (company in insolvency, en procedure collective) - in compliance with the Order dated 06.12.2011 of the Law Court Bucharest, Section VII, in the case no. 75017/3/2011), with the registered office located in Bucharest, Montreal Square no. 10, World Trade Center Building, Entrance F, 1st Floor, Office no.1.50, Sector 1, registered with the Trade Register Bucharest under no. J40/13628/2011, CUI 1056654 (the "Company"), in accordance with the provisions of the Law of Trading Companies no. 31/1990, republished, as amended and supplemented, the provisions of the Capital Market Law no. 297/2004, as amended and supplemented, the provisions of C.N.V.M. Regulation no. 6/2009, as amended and supplemented, the provisions of the Insolvency Law 85/2006, as amended and supplemented, and in accordance with the provisions of the Company's updated Memorandum of Association,
The Extraordinary General Meeting of Shareholders (AGOA) on 27.07.2016, at 12:00 PM, at the administrative headquarters (office) of the Company located in Resita, Golului Street no. 1, Caras-Severin County, Romania where are entitled to attend and vote all shareholders registered in the Register of Shareholders of the Company (Central Depository SA) at the reference date 18.07.2016, with the following agenda:
The registration date of shareholders who will be affected by the Decision of the Extraordinary General Meeting of Shareholders shall be established by the general meeting, in this respect the date of 17.08.2016 being proposed by the Special Trustees.
If the legal quorum will not be met on 27.07.2016, the Extraordinary General Meeting of Shareholders shall meet on 28.07.2016, at 12:00 PM, in the meeting room at the Company's administrative headquarters located in Resita, Golului Street no. 1, Caras-Severin County, keeping the same agenda.
U.C.M. Reșița S.A. Sediu Social: Piata Montreal, nr.10, Cladirea World Trade Center, intrarea F,etaj1, biroul nr.1.50 011469, Sector 1, Bucuresti, Romania Sediu Administrativ: Str. Golului, Nr.1, 320053, Resita, Romania Tel: +40-(0)255-217111 · Fax: +40-(0)255-223082 [email protected] · http://www.ucmr.ro
The access of the shareholders to the general meeting will be made by simple proof of their identity, with the identity card or the passport in case of shareholders - natural persons, plus the power of attorney in the case of representatives - legal persons.
The identification requirements applicable for the shareholder - natural person and/or his representative and/or the legal representative/mandatory of the shareholder - legal person that asks questions related to items on the agenda of AGOA are:
$(a)$ In case of shareholders - natural persons:
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To hold a copy of the identity document of the shareholder (BI or CI for Romanian citizens or passport for foreigners), allowing his identification in the Company's Register of Shareholders kept by SC Central Depository SA:
Ascertainment as mandatory will be made based on the general power of attorney issued by the shareholder (the latter can be granted only to an "intermediary", observing the legislation of the capital market, or to a lawver):
As appropriate, a power of attorney if the mandatory is a lawyer;
To hold a copy of the identity document of the mandatory or the representative of the mandatory natural person (BI or CI for Romanian citizens or passport for foreigners), and
$(b)$ In case of shareholders - legal persons, by means of:
Certificate of incumbency, in original or certified copy, issued by the Trade Register or any other document, in original or certified copy issued by a competent authority of the State in which the shareholder is duly incorporated, with a maximum three (3) months oldness with reference to the publication date of this convening, allowing his identification in the Company's Register of shareholders kept by the Central Depository SA;
Ascertainment / confirmation as legal representative will be made based on the list of shareholders on the date of reference, received from the Central Depository SA; however, if the shareholder / the person who has this obligation did not informed in good time the Central Depository SA about his legal representative (so that the Register of Shareholders to reflect this fact at the reference date), then the certificate of incumbency / similar documents mentioned above should make proof of the legal representative of the shareholder - legal person, a copy of the document which proves the position of legal representative of the person he represents;
Ascertainment in position of representative / mandatory will be made based on the power of attorney issued by the shareholder or under the general power of attorney (the latter can be granted only to an "intermediary", observing the legislation of the capital market, or to a lawyer) or, if the shareholders are international organizations, under a general or special power of attorney (the latter can be granted only to an "intermediary", observing the legislation of the capital market, or to a lawyer) according to standard procedure used by that organization;
As appropriate, a power of attorney if the mandatory is a lawyer;
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U.C.M. Resita S.A. Sediu Social: Piata Montreal, nr. 10, Cladirea World Trade Center, intrarea F.etai1, biroul nr.1.50 011469, Sector 1, Bucuresti, Romania Sediu Administrativ: Str. Golului, Nr.1, 320053, Reșița, Romania Tel: +40-(0)255-217111 · Fax: +40-(0)255-223082 [email protected] · http://www.ucmr.ro
The documents certifying the position as legal representative, which are drafted in a foreign language other than English, will be accompanied by translation in Romanian and/or English performed by an authorized translator.
The general and special power of attorney, drafted in Romanian or English, will be drawn in three originals (one for the company, one for the shareholder and one for the representative) and is obtained either from the company's administrative headquarters located in Resita, Golului Street no. 1, Caras-Severin County, personally or by fax, between 9:00 AM and 03:00 PM, or from the company's web page www.ucmr.ro. paragraph "Information for shareholders" starting on 27.06.2016. The shareholders are required to state in the special power of attorney clear and specific instructions to vote for the person who represents them, for each item on the agenda.
After signing, the original copy of the general/special power of attorney for the company shall be submitted either personally or by mail, or courier to the administrative headquarters of the company located in Resita, Golului Street no. 1, Caras-Severin County, or will be sent by e-mail with extended electronic signature attached according to the law to the address [email protected] until 27.07.2016, at 10:00 AM. The general / special power of attorney which does not include, at least, the information mentioned in the form provided by the company or which are not submitted within the time and hour stipulated above are not binding on the company and cause loss of voting rights at the general meeting for which they were granted.
The shareholders registered at the reference date in the Register of Shareholders have the opportunity to vote by correspondence, before the general meetings, using the voting form in Romanian or English. which can be obtained starting with 27.06.2016, either from the administrative headquarters of the company located in Resita, Golului Street no. 1, Caras-Severin County, or personally or by fax, between 9:00 AM and 3:00 PM, or from the website www.ucmr.ro. After filling in, the voting form by correspondence, in original, will be sent to the Company, at the administrative headquarters (office) of the Company located in Resita, Golului Street no. 1, Caras-Severin County, Romania, until the date of 27.07.2016, at 10:00 AM, under penalty of not taking them into account if they are received after the date and time announced. The filled in voting form by correspondence will have attached a copy of the identity card or passport for the shareholders-natural persons and a copy of the official documents (such as the certificate of incumbency, the memorandum of association or other proof issued or registered at the competent authority) stating the position of the legal representative of the shareholder - legal person, as applicable, and will be sent: (i) in original, by submission to the Registry of Company's administrative headquarters, (ii) in original, by mail or by courier with acknowledgment of receipt, to the administrative headquarters of the Company, or (iii) in electronic form with extended electronic signature, in compliance with Law no. 455/2001 on electronic signature, sent to the address [email protected].
The regulations on the procedure for voting by correspondence can be consulted by the shareholders interested in at the company's administrative headquarters located in Resita, Golului Street no. 1, Caras-Severin County, or can be obtained by fax or e-mail from the company, upon request or on the company website www.ucmr.ro.
U.C.M. Resita S.A. Sediu Social: Piata Montreal, nr.10. Cladirea World Trade Center, intrarea F,etaj1, biroul nr.1.50 011469, Sector 1, Bucuresti, Romania Sediu Administrativ: Str. Golului, Nr.1, 320053, Resita, Romania Tel: +40-(0)255-217111 · Fax: +40-(0)255-223082 [email protected] · http://www.ucmr.ro
One or more shareholders holding, individually or together, at least 5% of the registered capital has/have:
Each shareholder may ask questions in writing about the issues on the agenda, these will be submitted to the administrative headquarters of the company located in Resita, Golului Street no. 1, Caras-Severin County together with copies of the documents which allow identification of the shareholder, up to date 21.07.2016. It is considered that an answer is given, if the pertinent information is available under the law.
The documents and materials targeting the issues on the agenda, the draft resolutions and the voting forms by correspondence will be available to shareholders at the company's headquarters and on the website www.ucmr.ro starting with the date of publication of the convening notice, respectively 27.06.2016.
Additional information, including information on the rights of the shareholders may be obtained by phone at the number 0255/215937, fax no. 0255/223082 during the working days, between 10:00 AM and 1:00 PM.
Special Trustee Cosmin URSONI $u * u$ TECHEROLE IN INSOLVER Special Trustee Nicoleta Liliana IONETE
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