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TRANSILVANIA CONSTRUCTII SA - COTR

Notice of OGSM December 17th, 2018

Release Date: 11/8/2018 9:53:42 AM

IRIS Code: A1624

CURRENT REPORT

 

AS PER 11/08/2018

 

SC TRANSILVANIA CONSTRUCTII SA

47 Taietura Turcului Street, 3rd floor,  Cluj-Napoca

Market where securities are traded: Bucharest Stock Exchange category: standard

 

Tax code: RO 199044

Subscribed and paid up share capital: RON 26,391,783

Reg. no. with the Trade Register: J12/8/1991

 

 

NOTICE TO ATTEND THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

 

THE BOARD OF DIRECTORS OF SC TRANSILVANIA CONSTRUCTII SA

Registered with the Trade Register under number J12/8/1991, Tax Code: 199044, subscribed and paid up share capital: RON 26,391,783, with headquarters in Cluj Napoca, 47 Taietura Turcului street, 3rd floor, met on 11/07/2018 at the company’s headquarters:

 

CONVENES

 

THE ORDINARY GENERAL MEETING OF SHAREHOLDERS, in compliance with art. 111 of Law 31/1990, at the company’s headquarters, for December 17th  , 2018, 12 p.m.,  for all the shareholders registered by December 3th , 2018, established as a reference date, with the Register of Shareholders operated by SC Depozitarul Central SA, with the following agenda:

 

 

1. Presenting and debating the report of the financial auditor, prepared for the interim financial statements related to the 3rd Quarter,  2018;

2. Discussion and approval or changing of the interim financial statements for the 3rd Quarter, 2018, based on the materials presented by the administrators and the auditor;

3. Approval of the distribution of partial dividends based on the financial statements from the 3rd Quarter 2018, under the following conditions:

- the net profits registered in the period 01.01.2018-30.09.2018 is RON 4,210,936.72 , out of which it is allocated to the legal reserve: RON 248,940.28  and the amount of RON 2,399,253  was assigned for the distribution of partial dividens in accordance with the Orderly Company Meeting of Shareholders of  September 4th 2018.  

- the total value of  partial distributed dividends is  RON 1,519,526.90 ,  the gross dividend / share being  RON 1,9 ;

- partial dividends  distributed during the year are regularized after the approval of the annual financial statements for the year 2018. If the dividends are paid in addition to the shareholders, they will be refunded within 60 days from the date of approval of the annual financial statements;

- partial dividend payment date: January 16th, 2019

4. Approval of January  8th , 2019 as registration date.

5.Authorisation of a person to publish decisions in the Official Journal, to sign the documents and to make the necessary registrations with the Companies House and other competent institutions.

6. Approval of January 7th , 2019 as ex date.

 

All the shareholders registered by December 3th , 2018, established as a reference date, with the Register of Shareholders operated by Depozitarul Central SA are entitled to participate and vote at the OGMS.

 

The shareholders can participate and vote at the OGMS individually or through representatives under the law, with a special power of attorney in Romanian or English. The shareholders can be represented as well by persons other than the company’s shareholders. The special powers of attorney both in Romanian and English can be obtained starting from 11/12/2018 at the company’s headquarters or from the company’s web site www.transilvaniaconstructii.ro  and shall be submitted at the company’s headquarters, in Romanian or English, or via e-mail sent to the address office@transilvaniaconstructii.ro by  December 14th , 2018, 12 p.m.

 

The shareholders may grant a general power of attorney valid for a period of time not exceeding 3 years which allows the appointed representative to vote in all the issues discussed by the Company’s General Meeting of Shareholders including deeds of settlement, provided that the general power of attorney is granted by the shareholder in the capacity of client to a defined intermediary in compliance with art. 2, paragraph (1), point 20 of Law 24/2017 or to a lawyer.

 

The shareholders cannot be represented at the General Meeting of Shareholders based on a general power of attorney granted by a person subject to a conflict of interest in compliance with the provisions of Art. 92 paragraph (15)  of Law 24/2017.

 

Before their first use, the general powers of attorney, shall be submitted to the company with 48 hours prior to the General Meeting in copy, and shall contain the words: certified true copy, and the representative’s signature. The company shall keep the certified copies of the powers of attorney and shall mention in the minutes of the OGMS.

One or more shareholders representing individually or together at least 5% of the share capital will have the right:

-to introduce, by a written request, items to the agenda of the OGMS within no more than 15 days from the date of publication concerning the convening, that is Nomember 28th , 2018, under the condition that each item is accompanied by justification or by a draft resolution proposed for adoption by the OGMS.

-to present in writing draft resolutions for the items included or proposed to be included in the agenda of the OGMS, by November 28th , 2018 the latest.

Each shareholder has the right to ask questions in writing concerning the items of the OGMS’s agenda by the date of the meeting and shall receive answers at the OGMS.

Starting from November 12th , 2018, the notice to attend the OGMS (both in Romanian and English), the information materials about the problems included in the OGMS’s agenda (both in Romanian and English), the draft resolution (both in Romanian and English), the mail-in ballot (both in Romanian and English) can be consulted and obtained, from Monday to Friday, between 10:00 a.m. and 1:00 p.m. at the company’s headquarters or may be accessed at the company’s web site www.transilvaniaconstructii.ro

The shareholders registered with the Register of Shareholders on the reference date can cast and send their vote concerning the items included in the OGMS’s agenda as well by correspondence (in compliance with the procedure), by courier, in writing, so as to be received by the date and time of the OGMS, that is by December 17th , 2018, 12 p.m. The mail-in ballot may be filled either in Romanian or in English.

 

If the conditions of validity have not been met at the first meeting, the second meeting of OGMS shall be convened for December  18th , 2018, for the same time and at the same address.

 

 

 

 

Sincerely yours,

 

 

General Manager

 

Timofte Andrei Iancu

 

 



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