COMPA S.A. No. 359 / 21.03.2016
e) Other events:
According to the Regulation 1/2006 on issuers and operation with securities and to the Capital Market Law 297/2004, we inform you that on Mars 21, 2016 the Board of Administrators of COMPA S.A., decides the convocation of the Shareholders General Ordinary Assembly for 28.04.2016.
Please find attached The Resolution of the Board of Administrators and the Convening Notice for the Shareholder's General Ordinary Assembly.
Ioan DEAC
The Board of Directors of COMPA S.A., a joint stock company established and operating according to Romanian law, headquartered in Sibiu, 8 H. Coandă, registered at the Trade Register Office under no. J32/129/1990, sole registration code 788767, having met today, 21.03.2016, convened by the President of the Board of Directors, according to the provisions of Law 31/1990 regarding companies and of Law 297/2004 regarding capital markets and pursuant to the articles of association of COMPA, in the presence of all members of the Board of Directors, unanimously decide the following:
1. Approving the convening of the Ordinary and Extraordinary General Shareholders Meeting of COMPA S.A. for 28.04.2016 and of the second convening for 29.04.2016, in case the quorum requirements are not met at the first convening, at the registered office, at 15:00 hours for both convening dates, having the agenda of the meeting included in the convening notice attached to this decision.
CONVENING NOTICEThe Board of COMPA S.A., registered with the Trade Registry Office of Sibiu Court under number J32/129/1991, Fiscal Registration Code RO 788767, postal code 550234, headquartered in Sibiu, Henri Coandă, 8. (hereinafter referred to as the "Company" or COMPA), considering Law no. 31/1990 on trading companies, updated with modifications and additions, Regulation no. 6/2009 regarding the exercise of the certain rights of shareholders in general meetings of companies, issued by the National Securities Commission, the Company's Constitutive Act, meeting on 21.03.2016 at the company's headquarters,
CONVENESThe Ordinary and Extraordinary General Meeting of Shareholders , for 28 April 2016, starting at 15:00 p.m, respectively 16:00 p.m., at the company headquarters, for all shareholders registered in the Company's Shareholders' Register held by Depozitarul Central S.A. Bucharest, at the end of the day of 15 April 2016, considered Reference Date for these meetings.
In case that on the aforementioned date the validity / quorums requirements stipulated in the Law no. 31/1990 and the Company's Constitutive Act are not fulfilled, it is convened and fixed according to art. 118 of the Law no.31/1990 the second Extraordinary Meeting of the Shareholders for 29 April 2016, as the case may be, at the same address, at the same hours, with the same agenda and Reference Date.
THE AGENDA OF THE ORDINARY MEETING OF THE SHAREHOLDERSThe presentation, discussion and approval of individual financial statements for 2015, elaborated according to the International Financial Reporting Standards and based on the reports of the Board of Directors accompanied by the opinion of the financial Auditor.
Approval of the Administration Council proposal related to the entire amount of profit allocation for 2015 to its own development sources.
The presentation, discussion and approval of bound financial statements at 31.12. 2015, based on the Annual Report and the fiscal Auditor Report for the financial year 2015
Decision over the management of the Board and approving the discharge of administrators from their duties for year 2015, based on reports presented.
Setting and approval of due remuneration for members of the Board for the current year.
Presentation of reports from the financial auditor with regard to checking and certification of balance sheet and individual and bound financial statements ended at 31.12.2015
Prolongation of contract for the external financial auditor, fixing the minimum period of the contract and empowering the authorized persons from COMPA's side to sign the audit contract.
Presentation, debate and approval of the Revenues and Expenses Budget for 2016 and of the investment plan for 2016.
Approval of May 20th, 2016 as the Registration Date for the shareholder identification falling under the consequences of the Ordinary Meeting of Shareholders, due to the provisions in Art.238, Law 297/2004 regarding the capital market and approval of May 19th, 2016 as ex date, according to Art. 129² from CNVM Regulation no.1 / 2006 updated.
Empowering of individuals that will perform the publication and recording formalities of the OGMS session decisions, including their signing.
The delegation of the Board of Directors by the Extraordinary General Meeting of Shareholders for hiring investment loans, credit lines and leasing assignments to a maximum cumulative total of 30 million EURO in 2016 and establishing security interests in movable and immovable property.
Approval of the Board of Directors delegation by the Extraordinary General Meeting of Shareholders of COMPA SA Sibiu for appointing the company's legal representative in relation with the Management Authority and to empower the person / persons designated to sign the financing contracts for projects to be carried out starting from 2016.
Approval of May 20th, 2016 as registration date for identifying the shareholder falling under the consequences of the General Assembly, due to the provisions in Art.238, Law 297/2004 regarding the capital market and approval of May 19th, 2016 as ex date, according to Art. 129² from CNVM Regulation no.1 / 2006 updated.
Empowering of individuals that will perform the publication and recording formalities of the EGMS session decisions, including their signing
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One or several shareholders holding individually or collectively, at least 5% of the Company's share capital, have the right, under the law, to introduce new items on the agenda provided that each such item is accompanied by a justification or a draft resolution proposed for approval at the general meeting and to make draft resolutions for items on the condition that each item should be , as well as to make new resolution for the items included or to be included on the agenda of the General Assembly no later than 6thof April 2016, 16:00p.m..These will be submitted by any form of carrier against acknowledgement of receipt or by e-mail with an extended electronic signature, according to Law 455/2001 regarding the electronic signature to mihaela.grobnicu@compa.rowith the subject "FOR THE GENERAL MEETING OF THE SHAREHOLDERS AS OF 28/29.04.2016 |
Any shareholder of the company, regardless of participation in the share capital is entitled to ask questions related to items on the agenda, so that they are registered by the company until 15.04.2016, 16:00 p.m.. The Company will formulate a general response for questions with the same content, which will be available on the website from 28.04.2016, in "Question / Answer" format and also during the meeting. The shareholders mentioned in the previous paragraphs shall submit documents/ questions in writing, in sealed envelopes accompanied by certified copy of the identity document of the natural person shareholder (BI/CI/Passport/residence Permit), respectively a registration certificate or another proof issued by the competent authority regarding the identity of the legal representative of the legal person shareholder to the company's headquarters with the clear mentioning in capital letters "FOR THE GENERAL MEETING OF THE SHAREHOLDERS AS OF 28/29.04. 2016" or by e-mail with extended electronic signature according to the Law no.455 / 2001 on electronic signature, to mihaela.grobnicu@compa.rowith the subject "FOR THE GENERAL |
Shareholders registered in the Register of the Company's Shareholders on the reference date may attend in person or may be represented at the GMS by their legal representatives or other persons granted a power of attorney, based on a special or general proxy or they may vote before the meeting, with the help of the voting form by mail.
The general authorization may be granted by the issuing shareholder, under Law 297/2004, article 243 alin.6.2 - 6.5, to an intermediate, according to Article 2 paragraph (1) Section 14 of the same law or to a lawyer. This shall be submitted to COMPA's headquarters until 26/04/2016. The empowered intermediate or attorney shall prove his/her condition of client of empowering shareholder (by general power of attorney) that will include at least the period for which the empowerment was issued.
The form Empowerment / general or special power of attorney in Romanian or English language is available at the company headquarters or can be downloaded from the company's website-ulwww.compa.ro starting with 28.03.2016.
The original specimen filled in and signed, accompanied by a copy of valid ID card of the shareholder (BI / CI / passport / ID card of stay, where individual shareholders, respectively, registration certificate and copy of the identity card of the legal representative for legal entity) shall be sent to the company, so that to be registered as received no later than 26/04/2016, 16:00 hours, another copy will be provided to the company before the meeting, in order to prove its quality as representative at the meeting.
Empowerment / general or special power of attorney will be accompanied by ID cards of shareholders and can be sent also by e-mail with an extended electronic signature, according to the Law no.455/ 2001 on electronic signature until26/04/2016 16:00 hours tomihaela.grobnicu@compa.ro.The company's shareholders have the opportunity to vote by mail before the meeting, by using the form for Voting by mail in Romanian or English language. Forms are available at the company's headquarters or can be downloaded from the company's website, as of 28/03/2016.
If new items or resolutions will be added on the agenda, the forms will be updated and made available as of
07.04.2016, both at the company's headquarters and on the company's websitewww.compa.roThe ballots by mail filled in and signed accompanied by a copy of valid ID card of the shareholder (BI / CI / passport / ID card of stay, where individual shareholders, respectively, registration certificate and copy of the identity card of the legal representative for legal entity) shall be sent to the company, so that to be registered as received no later than 26.04.2016, 16:00 hours.
Applications received after the date and time announced, will not be counted towards the quorum.
Voting option can be expressed by e-mail to mihaela.grobnicu@compa.ro with extended electronic signature, according to the Law no.455 / 2001 on electronic signature until 26.04.2016 16:00 hours mentioning in the subject line "FOR THE GENERAL MEETING OF THE SHAREHOLDERS AS OF 28/29.04.2015".
Draft decisions and documents to be debated in the GMS are available at the company's headquarters every working day or on the company's website www.compa.ro - Investor Relations section- General Meeting of Shareholders as of 28/03/2016.
Additional information may be obtained on any working day, between 08:00-16:00, at the company's headquarters, telephone +40 269/237878 ext. 428- contact person Mihaela Grobnicu.
Ioan DEAC
Compa SA issued this content on 21 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 23 March 2016 13:07:23 UTC
Original Document: http://compa.ro/wp-content/uploads/2016/03/Current-Report_Convening-notice_GMS.pdf
