AGM Information • Nov 8, 2021
AGM Information
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Ani de Industrie societate in insolventa in insolvency en procedure collective
U.C.M. Reșița S.A.
Sediu Social: : Piata Charles de Gaulle, nr.15,Cladirea Charles de Gaulle Plaza, etaj 3, birou Peles 011857, Sector 1, Bucuresti, Romania
Tel: +40-(0)255-217111 · Fax: +40-(0)255-223082
[email protected] · http://www.ucmr.ro
Sediu Administrativ: Str. Golului, Nr.1, 320053, Reșița, Romania
As per Law no. 24/ 2017 and ASF Regulation no. 5/2018
Date of report: 08.11.2021
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, 3ª 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, 70 Floor, Sector 1 and EURO INSOL SPRL, with the headqureters chosen for the communication of all procedural documents in Bucharest, Costache Negri Street no. 1-5, Opera Center One Building, 3ª 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,
in order to carry out the civil sentence no. 5266, issued by the Bucharest Court, Civil Section VII in file no. 29595/3/2020, published in BPI no. 18199/28.10.2021
Convene The Extraordinary General Meeting of Shareholders ("EGMS") on 15.12.2021 in accordance with the attached call
Special Trustee Cosmin URSONIU
Special Trustee Nicoleta Liliana IONETE


office @euroinsol.eu
www.euroman.eu
021/3354509; 021/3354431; 021/3350416
Insolvency Specialists
V.F. Insolvență SPRL Strada Bilciuresti, nr. gA, et. 7, Cod postal 014012 București, sector 2, 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, 3º Floor, Peles Office, Sector 1, by Official Trustee The Consortium formed by V.F. INSOLVENTA SPRE, with the headquarters in Bucharest, Bilciuresti Street, no. 9A, 7ª 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, 3nd 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,
in order to carry out the civil sentence no. 5266, issued by the Bucharest Court, Civil Section VII in file no. 29595/3/2020, published in BPI no. 18199/28.10.2021
The Extraordinary General Meeting of Shareholders ("EGMS") on 15.12.2021, 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 data 0.12.2011, with the following agenda:
If the legal quorum will not be met on 15.12.2021, the Extraordinary General Meeting of Shareholders will meet on 16.12.2021, at 12:00 PM, in the meeting room at the admissurative headquarters of the company located in Resita, Golului Street no. 1, Caras-Severin County, 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 (B) 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 Corrences to the uate 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; bowever, 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 date, 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 on be pramed 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 rower of a ther 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 (B) 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 Rovenian and/o 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) in
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.ilcmi.ro, paragraph "information for shareholders" starting on specific instructions to required to state in the special power of atterney clear and specific instructions to vote for the person who represents them, for each item on them on them on the
After signing, the original copy of the general/special power of attorney for the company shall be located, in Resite. Calului, Sheat, as a courier to the administrative headquarters of the company extended oleemania signature attact at 1, Caras-Severin County, or will be sent by e-mail with 15.12.2021. at 10:00 AM. The sense the law to the law to the address [email protected] until 15.12.2021, at 10:00 AM. The general/special power of atterneys which dees 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 a 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 the voting form by comespondence in Romanian or English, which and starting with 15.11.2021, 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. After filling in, the voting form by correspondence, in riving of iring of the wenting Company, at the administrative headquarters (office) of the Company located in Resita, Golului Street no. 1, Caras-Severin County, Romania, until the date of 15.12.2021, 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 commentsy, the memorandum of association or other evidence issued or registered at the competent authority) stating the position of 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 (ii) in electronic format with extended electronic signature, in compliance with Law no. 455/2001 on electronic signature, sent to the address [email protected].
The regulation on the procedure for voting by correspondence can be consulted by the shareholders Corns-Severin County, or any be absolution headquarers located in Resite, 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:
Street no. 1, Caras-Severin County, within the term provided by law from the date of the convening, respectively until 26.11.2021.
Each shareholder may ask questions in writing about the issues on the agenda, these will be submitted to the administrative beadly in the company located in Resita, Golului Street no. 1, Caras-Severin County, together with copies of documents which allow identification of the shareholder, up to date 26.11.2021. 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 the company's heady and and on the website www.ucmr.ro starting with the date 15.11.2021.
Additional information, including information on the rights of shareholders, may be obtained by phone at 0746156549, fax 0255/23082 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 recomments for the shareholders to use the electronic methods of putiespation in the General Meeting of Shareholders by faxlemall or posticourier, in order to submit the documents which are necessary to participate and to express the voting rights during the unentine, we mention that all the forms required to participate in the General Meether 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, By Official Trustees The Consortium formed by V.F. Insolventa SPRL an EURO INSOLUSIONS CORPEL URO INSOL SPRL
0 11 - 0534
AOMANIA
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