ELECTROPRECIZIA SA Sacele - ELZY

Notice of O&EGSM 25/26th november 2019

Published: 10/18/2019 6:30:10 PM

IRIS Code: BE11D


Body

To,

BURSA DE VALORI BUCURESTI

A.S.F. BUCURESTI

CURRENT REPORT

Current report according to Regulation no. 5/2018 on issuers of financial instruments and market operations;

Date of the report: 18.10.2019;

Name of the issuing entity: ELECTROPRECIZIA S.A.;

Headquarters: Sacele, Electroprecizia St. nr. 3, Brasov county;

Fax number: 0268273485;

Unique registration number: 1128645;

Trade Registry number: J08/56/1991;

Subscribed and paid-up share capital: 42.488.201,7 LEI;

The regulated market on which the issued securities are: B.V.B., ATS, AERO;

Event to be reported: Convening notice for the Ordinary General Assembly of Shareholders  of 25.11.2019/26.11.2019 and Convening notice for the Extraordinary General Assembly of Shareholders of 25.11.2019/26.11.2019

 

1. In accordance with the provisions of art. 111 and art. 117 of the Law no. 31/1990 on societies, as amended, of Law no. 24/2017 on issuers of financial instruments and market operations, of Regulation no. 5/2018 regarding issuers of financial instruments and market operations, and according to the constitutive document to the company, the Board of Directors of ELECTROPRECIZIA S.A., with its registered office in Sacele, Electroprecizia St. No. 3, Brasov county, postal code 505600, registered with the Trade Register Office at the Brasov Tribunal under number J08 / 56/1991, having unique registration code 1128645, convenes the Ordinary General Meeting of the Shareholders (OGMS) for dated 25.11.2019, which will carry out its works at the company headquarters located in Sacele, Electroprecizia Street No. 3, Brasov County, starting at 11.00. At the Ordinary General Meeting of Shareholders are entitled to participate and vote all shareholders registered in the Shareholders' Registry held by the Depozitarul Central S.A. until the end of 08.11.2019, set as the reference date.

            The Ordinary General Meeting of the Shareholders will have the following agenda:

  1. The election of the members of the Board of Directors, in number of 3 persons, by secret vote, for a mandate of 4 years, starting with 02.12.2019, considering that on the date of 01.12.2019 the period of validity of the granted mandate expires by the OGMS to the current members of the Board of Directors.
  2. Establishing the level of remuneration of the members of the Board of Directors.
  3. Approval of the model of management contract to be concluded with the members of the Board of Directors and the mandate of an authorized representative, to sign, on behalf and on behalf of the Company, the management contracts with the members of the Board of Directors.
  4. Mandate of the Chairman of the Board of Directors, Mr. Adrian Secelean, to sign, on behalf of and on behalf of all shareholders present at the meeting O.G.M.S.
  5. Mandate of the Chairman of the Board of Directors, Mr. Adrian Secelean, to fulfill personally or by empowering all the formalities regarding the registration of the decisions of O.G.M.S. at the Trade Register Office attached to the Brasov Tribunal and their publication in the Official Gazette of Romania, part IV.

 

One or more shareholders, representing individually or collectively at least 5% of the company's share capital, are entitled:

-          to insert items on the agenda of the Ordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the General Meeting of Shareholders;

-          to submit draft decisions for the items included or proposed to be included on the agenda of the General Assembly.

The rights of the aforementioned shareholders may be exercised only in writing and the documents will be deposited in a closed envelope at the company's headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, or transmitted by postal / courier services or by electronic means, having attached the extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, at the e-mail address office@electroprecizia.ro, mentioning the subject "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

Shareholders may exercise their rights as set out above within no more than 15 calendar days of the date of publication of the convocation.

Each shareholder has the right to ask questions about the items on the agenda of the General Shareholders' Meeting and the company will answer the questions raised by the shareholders in accordance with the legal provisions in force.

The questions will be recorded in a closed envelope at the company's headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, or transmitted by postal / courier services or by electronic means, having attached the extended electronic signature, to the e-mail address: office@electroprecizia.ro, mentioning the subject: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019", until 20.11.2019 inclusive.

Shareholders may also designate their representative by electronic means, notification of the designation by electronic means may be made at the following address: office@electroprecizia.ro, with the extended electronic signature incorporated according to the Law no. 455/2001 on electronic signature.

Shareholders can vote on the items entered on the agenda and by correspondence, the completed and duly signed voting form, being sent in a closed envelope at the company headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, until 21.11.2019 at 11.00 hours at the latest, mentioning on the envelope in clear and capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

Voting by correspondence may be expressed by a representative only if he has received from the shareholder representing a special / general authorization to be deposited with the issuer in accordance with the provisions of the legislation in force.

The special power of attorney forms to be used for voting by representation as well as the forms to be used for voting by correspondence will be made available to shareholders in both Romanian and English and will be available at the address of the company Sacele Electroprecizia Street no. 3, Brasov county, postal code 505600, during working days, from 10.00-16.00, starting with 25.10.2019 and on the company web page: www.electroprecizia.ro, Investors/General Meeting of Shareholders.

Special powers and correspondence ballot forms shall be submitted in original, either in Romanian or in English, at the company headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, respectively transmitted by any form of mail or express courier with acknowledgment of receipt until 21.11.2019 hours 11.00, mentioning on the envelope in clear and capital letters "FOR THE ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS ON THE DATED 25/26.11.2019 "or may also be sent by e-mail with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature at the e-mail address office@electroprecizia.ro, mentioning: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

One copy will be handed to the representative, one will remain in the company, and the third copy will remain with the shareholder.

When completing the special powers and correspondence ballots, the possibility of completing the agenda of O.G.M.S. with new points. In this case, the updated special powers and updated ballot papers, both in Romanian and in English, can be obtained from the Company's registry and on the company's web site: www.electroprecizia.ro, Investor Relations , starting with the date of publication of the completed agenda.

If the agenda is completed and the shareholders do not send the special powers and / or ballot papers updated by correspondence, the special powers and correspondence ballots sent prior to the completion of the agenda shall be taken into account only for the points in them which are on the initial agenda.

Shareholders may participate in, or be represented in, the Ordinary General Shareholders' Meeting, either through their legal representatives or other representatives who have been granted a special mandate or a general authorization under the conditions laid down by the applicable legal provisions.

Shareholders' access is only allowed through the proof of their identity, made in the case of individual shareholders with the identity document, or in the case of legal persons and the natural persons represented, with a special mandate or general authorization given to the natural person representing it.

Shareholders may grant a valid mandate for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the general shareholders meeting of the company, provided that the power of attorney is given by the shareholder in the capacity the client, an intermediary defined in accordance with the legal provisions in force, or a lawyer.

Shareholders may not be represented in the general meeting of shareholders on the basis of a general authorization by a person in a situation of conflict of interest.

The general powers of attorney are deposited with the company within the term stipulated by this convocation, respectively until 21.11.2019, at 11.00, in a copy, containing the mention of conformity with the original under the signature of the representative. Powers may also be sent by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature at the e-mail address office@electroprecizia.ro, mentioning: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

The quality of the shareholder as well as in the case of the legal persons shareholders, the legal representative is established on the basis of the list of shareholders of the company from the reference / registration date, received by the issuer from the Depozitarul Central SA, or, as the case may be, the reference / registration date on the basis of the following documents submitted to the issuer by the shareholder issued by the central depository or by the participants defined by the legislation in force providing custody services: the statement of account resulting from the shareholder's ownership and the number of shares held ; documents attesting the entry of the legal representative information to the central depository / participants.

Documents attesting the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English.

The above identification requirements also apply adequately to prove the status of shareholder or legal representative of the shareholder who proposes the introduction of new items on the agenda of the general meeting of shareholders or which questions the issuer about points on the order day of general shareholders' meetings.

A shareholder may designate one person to represent him at a particular general meeting. However, if a shareholder owns shares of a company in several securities accounts, that restriction will not prevent him from designating a separate representative for the shares held in each securities account in relation to a particular general meeting. This provision is without prejudice to the provisions of Regulation no. 5/2018.

A shareholder may designate by mandate one or more alternate representatives to represent him/her in the general meeting if the appointed representative is unable to carry out his / her mandate. If several alternate representatives are appointed by mandate, the order in which they will exercise their mandate will also be established.

The list containing the information regarding the name, first name, place of residence and professional qualification of the persons proposed for the position of director will be available to the shareholders, and can be consulted and completed by them, at the headquarters of the company in Sacele, str. Electroprecizia no. 3, Brasov county, during the working days, between 09.00-16.00 hours and on the company website: www.electroprecizia.ro, the section on Investor Relations / General Meeting of Shareholders, starting with 25.10.2019.

The deadline for applications by interested parties is 18.11.2019.

Shareholders may submit proposals to candidates for the election of the members of the Board of Directors of the Company. The proposals will have to be formulated by the shareholders, in writing, and, in addition, to fulfill, cumulatively, the following conditions:

a) to include the name, first name, type of identity document, series and number of the identity document, home address and, as the case may be, the residence and citizenship of the shareholder, if the nomination is made by a shareholder, the natural person, or the name, address of the registered office, the registration number of the shareholder and the name of the institution / public authority where the shareholder, legal entity, was registered, in order to acquire the legal personality, if the request is made by a shareholder, the legal person;

b) as the case may be, to include the name, first name, personal numeric code and citizenship of the legal representative, who formulates the candidate proposal, on behalf and on behalf of the shareholder;

c) as the case may be, to include the name, first name, personal numeric code, home address and citizenship of the conventional representative, natural person, or the name, the registration number of the shareholder and the name of the public institution / authority where the shareholder, legal entity, for the acquisition was registered the legal personality, as well as the name and surname of the legal representative of the conventional representative, the legal person, who formulates the nomination of candidates, in the name and on behalf of the shareholder;

d) to indicate for each candidate a given name, first name, place of residence and professional qualification;

e) be accompanied by the candidate's CV, in Romanian or English;

f) to be transmitted, in Romanian or English, and registered at the company register by any form of courier, with acknowledgment of receipt, or transmitted, by e-mail, with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the e-mail address office@electroprecizia.ro, until 18.11.2019, at 16.00 (Romanian time). Both modes of transmission must contain the statement clearly and in capital letters, FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 25 / 26.11.2019 ". Starting with 19.11. 2019, the final list containing information about the name, first name, place of residence and professional qualification of the persons proposed for the position of administrator, can be consulted, at the company registration or by accessing the website www.electroprecizia.ro.

According to art. 9.1. of the Statute of the Company, updated and amended on the basis of the resolution of E.G.M.S. no. 1 of November 27, 2015, each share subscribed and paid by shareholders gives them the right to a vote in the General Meeting of Shareholders.

In case of non-fulfillment of the conditions of validity at the first convocation, the next Ordinary General Meeting of Shareholders is convened for November 26th, 2019, with the maintenance of the agenda, the time and the place of its work.

For further information please contact us by e-mail at office@electroprecizia.ro.

 

2. In accordance with the provisions of art. 113 and art. 117 of the Law no. 31/1990 on societies, as amended, of Law no. 24/2017 on issuers of financial instruments and market operations, of Regulation no. 5/2018 regarding issuers of financial instruments and market operations, and according to the constitutive document to the company, the Board of Directors of ELECTROPRECIZIA S.A., with its registered office in Sacele, Electroprecizia St. No. 3, Brasov county, postal code 505600, registered with the Trade Register Office at the Brasov Tribunal under number J08 / 56/1991, having unique registration code 1128645, convenes the Extraordinary General Meeting of the Shareholders (EGMS) for dated 25.11.2019, which will carry out its works at the company headquarters located in Sacele, Electroprecizia Street No. 3, Brasov County, starting at 11.00. At the Ordinary General Meeting of Shareholders are entitled to participate and vote all shareholders registered in the Shareholders' Registry held by the Depozitarul Cental S.A. until the end of 08.11.2019, set as the reference date.

            The Extraordinary General Meeting of the Shareholders will have the following agenda:

1.      Approval of the merger by absorption of Electroprecizia Automotive Equipment S.R.L (absorbed company) with Electroprecizia Electrical Equipment S.R.L. (absorbing company), merger which will take effect starting with 31.12.2019, Electroprecizia S.A. holding 99% of the social shares of both companies participating in the merger.

  1. Approval of the constitution of the real estate mortgage in favor of Raiffeisen Bank SA, on the building, owned by the Company, which is the object of the credit facility in the form of a non-revolving term loan, employer, in the amount of RON 2,000,000 contracted by Electroprecizia AG S.R.L., for the refinancing of the layout and modernization of the registered office. The mortgage is established on the building construction GF + 1E, with an area of ​​489 sqm, composed of the presentation shop and service station, registered in the CF no. 105802 of the town of Sacele, with no. cadastral 105802-C1, located in Sacele, Calea Bucuresti, no. 6, Brasov county, owned by the company. The empowerment of Mr. Zavarache Dragos, identified with identity card serial no. BV 795840, issued on 12.01.2012, by SPCLEP SACELE, in his capacity as administrator, to negotiate and sign with full powers all the contractual documentation and guarantees related to the credit facility, as well as any other documents necessary for the development of the credit facility. credit and compliance with the above decision.
  2. Mandate of the Chairman of the Board of Directors, Mr. Adrian Secelean, to sign, on behalf of and on behalf of all shareholders present at the meeting E.G.M.S.
  3. Mandate of the Chairman of the Board of Directors, Mr. Adrian Secelean, to fulfill personally or by empowering all the formalities regarding the registration of the decisions of E.G.M.S. at the Trade Register Office attached to the Brasov Tribunal and their publication in the Official Gazette of Romania, part IV.

 

One or more shareholders, representing individually or collectively at least 5% of the company's share capital, are entitled:

-          to insert items on the agenda of the Extraordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the General Meeting of Shareholders;

-          to submit draft decisions for the items included or proposed to be included on the agenda of the General Assembly.

The rights of the aforementioned shareholders may be exercised only in writing and the documents will be deposited in a closed envelope at the company's headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, or transmitted by postal / courier services or by electronic means, having attached the extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature, at the e-mail address office@electroprecizia.ro, mentioning the subject "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

Shareholders may exercise their rights as set out above within no more than 15 calendar days of the date of publication of the convocation.

Each shareholder has the right to ask questions about the items on the agenda of the General Shareholders' Meeting and the company will answer the questions raised by the shareholders in accordance with the legal provisions in force.

The questions will be recorded in a closed envelope at the company's headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, or transmitted by postal / courier services or by electronic means, having attached the extended electronic signature, to the e-mail address: office@electroprecizia.ro, mentioning the subject: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019", until 20.11.2019 inclusive.

Shareholders may also designate their representative by electronic means, notification of the designation by electronic means may be made at the following address: office@electroprecizia.ro, with the extended electronic signature incorporated according to the Law no. 455/2001 on electronic signature.

Shareholders can vote on the items entered on the agenda and by correspondence, the completed and duly signed voting form, being sent in a closed envelope at the company headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, until 21.11.2019 at 11.00 hours at the latest, mentioning on the envelope in clear and capital letters "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

Voting by correspondence may be expressed by a representative only if he has received from the shareholder representing a special / general authorization to be deposited with the issuer in accordance with the provisions of the legislation in force.

The special power of attorney forms to be used for voting by representation as well as the forms to be used for voting by correspondence will be made available to shareholders in both Romanian and English and will be available at the address of the company Sacele Electroprecizia Street no. 3, Brasov county, postal code 505600, during working days, from 10.00-16.00, starting with 25.10.2019 and on the company web page: www.electroprecizia.ro, Investors/General Meeting of Shareholders.

Special powers and correspondence ballot forms shall be submitted in original, either in Romanian or in English, at the company headquarters in Sacele, Electroprecizia Street no. 3, Brasov county, postal code 505600, respectively transmitted by any form of mail or express courier with acknowledgment of receipt until 21.11.2019 hours 11.00, mentioning on the envelope in clear and capital letters "FOR THE EXTRAORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS ON THE DATED 25/26.11.2019 "or may also be sent by e-mail with extended electronic signature incorporated according to the Law no. 455/2001 regarding the electronic signature at the e-mail address office@electroprecizia.ro, mentioning: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

One copy will be handed to the representative, one will remain in the company, and the third copy will remain with the shareholder.

When completing the special powers and correspondence ballots, the possibility of completing the agenda of E.G.M.S. with new points. In this case, the updated special powers and updated ballot papers, both in Romanian and in English, can be obtained from the Company's registry and on the company's web site: www.electroprecizia.ro, Investor Relations , starting with the date of publication of the completed agenda.

If the agenda is completed and the shareholders do not send the special powers and / or ballot papers updated by correspondence, the special powers and correspondence ballots sent prior to the completion of the agenda shall be taken into account only for the points in them which are on the initial agenda.

Shareholders may participate in, or be represented in, the Extraordinary General Shareholders' Meeting, either through their legal representatives or other representatives who have been granted a special mandate or a general authorization under the conditions laid down by the applicable legal provisions.

Shareholders' access is only allowed through the proof of their identity, made in the case of individual shareholders with the identity document, or in the case of legal persons and the natural persons represented, with a special mandate or general authorization given to the natural person representing it.

Shareholders may grant a valid mandate for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the general shareholders meeting of the company, provided that the power of attorney is given by the shareholder in the capacity the client, an intermediary defined in accordance with the legal provisions in force, or a lawyer.

Shareholders may not be represented in the general meeting of shareholders on the basis of a general authorization by a person in a situation of conflict of interest.

The general powers of attorney are deposited with the company within the term stipulated by this convocation, respectively until 21.11.2019, at 11.00, in a copy, containing the mention of conformity with the original under the signature of the representative. Powers may also be sent by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature at the e-mail address office@electroprecizia.ro, mentioning: "FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 25/26.11.2019".

The quality of the shareholder as well as in the case of the legal persons shareholders, the legal representative is established on the basis of the list of shareholders of the company from the reference / registration date, received by the issuer from the Depozitarul Central SA, or, as the case may be, the reference / registration date on the basis of the following documents submitted to the issuer by the shareholder issued by the central depository or by the participants defined by the legislation in force providing custody services: the statement of account resulting from the shareholder's ownership and the number of shares held; documents attesting the entry of the legal representative information to the central depository / participants.

Documents attesting the status of a legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English.

The above identification requirements also apply adequately to prove the status of shareholder or legal representative of the shareholder who proposes the introduction of new items on the agenda of the general meeting of shareholders or which questions the issuer about points on the order day of general shareholders' meetings.

A shareholder may designate one person to represent him at a particular general meeting. However, if a shareholder owns shares of a company in several securities accounts, that restriction will not prevent him from designating a separate representative for the shares held in each securities account in relation to a particular general meeting. This provision is without prejudice to the provisions of Regulation no. 5/2018.

A shareholder may designate by mandate one or more alternate representatives to represent him/her in the general meeting if the appointed representative is unable to carry out his / her mandate. If several alternate representatives are appointed by mandate, the order in which they will exercise their mandate will also be established.

The documents and informative materials as well as the draft decisions referring to the items on the agenda of the Extraordinary General Meeting of the Shareholders will be available to the shareholders, both in Romanian and in English, at the company's headquarters in Sacele, Parcului Street no. 18 (actual Electroprecizia No. 3), Brasov county, postal code 505600, during working days, between 08.00-16.00, starting with 25.10.2019 and on the company web page: www.electroprecizia.ro, Investos/General Meeting of Shareholders section.

According to art. 9.1. of the Statute of the Company, updated and amended on the basis of the resolution of E.G.M.S. no. 1 of November 27, 2015, each share subscribed and paid by shareholders gives them the right to a vote in the General Meeting of Shareholders.

In case of non-fulfillment of the conditions of validity at the first convocation, the next Extraordinary General Meeting of Shareholders is convened for November 26th, 2019, with the maintenance of the agenda, the time and the place of its work.

For further information please contact us by e-mail at office@electroprecizia.ro.

 

 

PRESIDENT OF THE BOARD OF DIRECTORS

of the company ELECTROPRECIZIA S.A.

Adrian SECELEAN