AGM Information • Dec 15, 2021
AGM Information
Open in ViewerOpens in native device viewer
U.C.M. Reşita S.A. Sediu Social: : Piata Charles de Gaulle, nr.15, Cladirea Charles de Gaulle Plaza, stal 3, birou Peles 011857, Sector 1, Bucuresti, Romania Sediu Administrativ: Str. Golului, Nr. 1, 320053, Resign, Romania
Tel: +40-(0)255-217111 - Fax: +40-(0)255-223082 [email protected] · http://www.ucmr.ro
societate in Insolventa In insolvency en procedure collective
experience the difference
Date of report: 15.12.2021 Name of the issuing trading company: U.C.M. Resita S.A. Registered office: Charles de Gaulle Square No. 15, Charles de Gaulle Plaza Building, 3st Floor, Peles Office, 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 regulated market on which the issued securities are traded: Bucharest Stock Exchange Important events to be reported: convening of the Extraordinary General Meeting of Shareholders of UCM Resita S.A.
The Consortium formed by V.F. INSOLVENTA SPRL, with the headquarters in Bucharest, Bilciuresti Street, no. 9A, 7th Floor, Sector 1 and EURO INSOL SPRL, with the headquarters chosen for the communication of all procedural documents in Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3rd Floor, Sector 5, 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, the provisions of the Insolvency Law 85/2006, as amended and supplemented, and in accordance with the provisions of the Company's Memorandum of Association,
convene The Extraordinary General Meeting of Shareholders ("EGMS") on 20.01.2022 in accordance with the attached call
UCM RESITA SA- in insolventa, in insolvency, en procedure collective, By Official Trustee. The Consortium formed by V.F. Insolventa SPRL an EURG SPRL
RO
AJRO INSOL g SPRI
Bucuresti, Opera Center Str. Costache Negri nr.1-5, et.3, sector 5 021/3354509; 021/3354431; 021/3350416 [email protected] www.euroinsol.en
Insolven Insolvency Specialists
V.F. Insolvență SPRL Strada Bilciuresti, nr. 9A, et. 7, Cod postal 014012 București, sector 1, ROMÂNIA Tel: +40 21 314 0200 Fax: +40 21 314 0290 [email protected] www.vf.ro/insolvency
The subscribed, UCM Resita S.A. - in insolvency, en procedure collective ("The Company"), with the registered office located in Bucharest, Charles de Gaulle Square no. 15, Charles de Gaulle Plaza Building, 3rd Floor, Peles Office, Sector 1, by Official Trustee The Consortium formed by V.F. INSOLVENTA SPRL, with the headquarters in Bucharest, Bilciuresti Street, no. 9A, 7th Floor, Sector 1 and EURO INSOL SPRL, with the headquarters chosen for the communication of all procedural documents in Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3rd Floor, Sector 5, 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, the provisions of the Insolvency Law 85/2006, as amended and supplemented, and in accordance with the provisions of the Company's Memorandum of Association,
The Extraordinary General Meeting of Shareholders ("EGMS") on 20.01.2022, at 12:00 PM at the administrative headquarters (office) of the Official Trustee EURO INSOL SPRL Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3rd Floor, Sector 5, 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 10.01.2022, with the following agenda:
If the legal quorum will not be met on 20.01.2022, the Extraordinary General Meeting of Shareholders will meet on 21.01.2022, at 12:00 PM, at the administrative headquarters (office) of the Official Trustee EURO INSOL SPRL Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3rd Floor, Sector 5, keeping the same agenda.
The access of 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 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 EGMS are:
To hold a copy of the identity document of the shareholder (Bl 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 lawyer);
As appropriate, power of attorney if the mandatory is a lawyer;
Copy of the identity document of the mandatory or the representative of the mandatory - natural person (Bl or CI for Romanian citizens or passport for foreigners), and
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 maximum three (3) months oldness with reference to the date of publication 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 do 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, power of attorney if the mandatory is a lawyer;
Copy of the identity document of the legal representative mandatory (Bl or CI for Romanian citizens or passport for foreigners).
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 20.12.2021.
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 Official Trustee EURO INSOL SPRL Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3rd Floor, Sector 5, or will be sent by e-mail with extended electronic signature attached, according to the law to the address
[email protected] until 20.01.2022, at 10:00 AM. The general/special power of attorneys 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 by correspondence in Romanian or English, which can be obtained starting with 20.12.2021, either from the administrative headquarters of the company 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 website www.ucmr.ro.
The voting form by correspondence form filled in, in writing, in original, will be submitted either personally or will be sent by post or courier services, with acknowledgment of receipt, to the headquarters of the headquarters of the Official Trustee EURO INSOL SPRL in Bucharest, str. Costache Negri nr. 1-5, Opera Center One Building, et. 3, Sector 5, Romania, or will be sent by email with the extended electronic signature incorporated according to Law no.455/2001 on electronic signature, to the address [email protected], until 20.01.2022, 10:00 o'clock, under the sanction of not taking them into account if they are received after the announced date and time.
The filled in voting form by correspondence will have attached the copy of the identity card or passport for the shareholders who are natural persons and the copy of the official documents (such as the certificate of ascertainment, the articles of incorporation or other proof issued or registered with the competent authority) certifying the capacity of legal representative of the shareholder, legal person, as the case may be.
The regulation on the procedure for voting by correspondence can be consulted by the shareholders interested 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.
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 headquarters of the Official Trustee EURO INSOL SPRL in Bucharest, str. Costache Negri nr. 1-5, Opera Center One Building, et. 3, Sector 5, Romania County, together with copies of documents which allow identification of the shareholder, up to date 03.01.2022. 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 of EGMS, 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 20.12.2021.
Additional information, including information on the rights of shareholders, may be obtained by phone at 0746156549, fax 0255/223082 during working days between 10:00 AM and 1:00 PM.
NOTE: Tacking in consideration the recommendations and measures ordered by the authorities for preventing/limiting the spread of COVID-19, the Company's management recommends to the shareholders to use the electronic methods of participation in the General Meeting of Shareholders by fax/email or post/courier, in order to submit the documents which are necessary to participate and to express the voting rights during the meeting. At the same time, we mention that all the forms required to participate in the General Meeting of Shareholders, along with materials for debate in the meeting, are posted in electronic format on the site of U.C.M. Resita S.A. at the section SHAREHOLDERSS INFORMATION.
| UCM RESITA SA- in insolventa, in insolvency, en procedure collective, |
|---|
| Erustee, The Consortium formed by V.F. Insolventa SPRL an ELR SPRL |
| GEILIAL |
| ROMANIA |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.