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ALBALACT SA - ALBZ

Completion notice for O&E GSM on April 24, 2017

Release Date: 4/11/2017 9:28:49 AM

IRIS Code: 348A1

CURRENT REPORT

(according to the Regulation of CNVM no.1/2006)

 

Report date:                                                     April 11, 2017

Name of the issuing unit:                                 ALBALACT  S.A.

Registered office:                                              Oiejdea, DN 1, Km 392+600, Galda de Jos village, Alba       county

Telephone/Fax number:                                                Tel./fax. 0258/816738; 846980

Name and date for registration within

The Trade Registry Office:                              J 01/70/1991

Fiscal Code :                                                    RO 1755369

Subscribed and paid capital:                            65.270.886,70 lei

Regulated market on which are traded

the issued securities :                                       BVB Standard Category

Symbol:                                                           ALBZ

 

 

IMPORTANT EVENTS TO BE REPORTED:

 

 

A)    Supplementation of the agenda of the Ordinary General Shareholders Meeting and Extraordinary General Shareholders Meeting of Albalact S.A. dated 24 April 2017

 

In view of the:

(i)                 The convocation of the Ordinary General Shareholders Meeting ("AGOA") Albalact S.A., with its registered office in Oiejdea locality, Galda de Jos village, DN1 KM 392+600, postal code 517293, Alba county, Romania, registered at the Trade Registry under no. J01/70/1991, sole registration code 1755369 (the "Company") and of the Extraordinary General Shareholders Meeting ("AGEA"), through which AGOA was convened for April 24, 2017, 11:00 AM, at the Company's registered office, for all the shareholders registered with the Central Depository at the end of April 14, 2017, set up as reference date for holding the AGOA, and AGEA was convened for the date of April 24, 2017, 11:30 AM, at the Company's registered office, for all the shareholders registered with the Central Depository at the end of April 14, 2017, set up as reference date for holding the AGEA;

(ii)               The publication of the convocation for shareholders meetings mentioned at point (i) above in the Official Gazette of Romania, Part IV, no. 949/22.03.2017 and in the newspaper Bursa no. 54 of March 22, 2017;

(iii)             The note transmitted by the Financial Supervisory Authority no. 2970/23.03.2017;

(iv)             The request dated March 31, 2017 of the shareholder B.S.A. International, a societe anonyme organized and existing under Belgium law, with its registered office in Anderlecht (1070 Bruxelles), rue des Veterinaires 42 F, Belgium, registered under number 0443.205.173 with Banque - Carrefour des Entreprises, represented by Mr. Emmanuel Besnier, in his capacity as Delegated Director, holding 636,366,228 shares representing 97.4962% of the Company's share capital to supplement the agenda of the AGEA;

 

in accordance with the provisions of article 117 of Law no. 31/1990, with subsequent modifications and completions, by Decision no. 9 as of April 4, 2017, the Board of Directors of Albalact S.A. supplements the agenda of the AGEA set up for April 24, 2017, 11:30 AM, and the agenda for the AGOA set up for April 24, 2017, 11:00 AM, from the Convocation published in the Official Gazette of Romania, part IV no. 949/22.03.2017 and newspaper Bursa no. 54 of March 22, 2017, with the following new points and with the mentioning of the formalities set forth by Law no. 24/2017 concerning the issuers of financial instruments and market operations and CNVM Regulation no. 6/2009 regarding on the exercise of certain shareholder rights in relation to general meetings of companies:

 

A)    New points in the AGEA agenda:

 

“4. Approval of the waiver of the Option Plan for the Acquisition of Shares Stock Option Plan” approved pursuant to the Resolution no. 1 of the Extraordinary General Shareholders Meeting of Albalact S.A. dated 21 April 2015 and adopted pursuant to the Decision no. 7 of the Board of Directors of Albalact S.A. dated 19 March 2015.

 

5. Approval of the date of May 12, 2017 as registration date, in accordance with the provisions of art. 86 of Law no. 24/2017 concerning the issuers of financial instruments and market operations, respectively the date which shall serve at the identification of the shareholders who will benefit of the effects and rights conferred by the resolutions which shall be adopted by AGEA.

 

B)     New points in the AGOA agenda:

 

"10. Approval of the date of May 12, 2017 as registration date, in accordance with the provisions of art. 86 of Law no. 24/2017 concerning the issuers of financial instruments and market operations, respectively the date which shall serve at the identification of the shareholders who will benefit of the effects and rights conferred by the resolutions which shall be adopted by AGA. "

 

After its supplementation, the agenda of the AGOA shall be the following:

 

  1. Presentation, discussion and approval of the report of the Board of Directors for the year 2016;
  2. Presentation, discussion and approval of the financial statements and the annexes thereto for the corresponding financial year 2016 based on the reports presented by the managers of the company and the statutory auditors;
  3. Presentation, discussion and approval of the report of the statutory auditors for the corresponding financial year 2016;
  4. Discussing and approving that the net profit achieved in the financial year to remain undistributed and therefore not to distribute dividends for the financial year 2016;
  5. Discussing and approving the budget of revenues and expenditures and the work program for the financial year 2017;
  6. Discussion and approval of the proposal to extend the mandate of the auditor of ALBALACT S.A. to audit company PricewaterhouseCoopers S.R.L. for auditing the annual financial statements for the financial year 2017. The financial audit contract's duration shall be 1 year;
  7. Approval of the discharge of the Board of Directors of the Company for the work carried out in respect of the financial year 2016;
  8. Discussion and approval that the members Board of Directors should not be paid for the year 2017;
  9. Empowerment for the President of the Board of Directors of the Company, to sign on behalf and on account of the shareholders the AGA decisions and to fulfil any and all formalities required by law for the registration, enforcement and ensuring the effective opposability against third parties on the decisions taken by AGA. To the President of the Board of Directors is conferred the right to delegate his mandate to other persons regarding the formalities mentioned above;
  10. The approval of the date of May 12, 2017 as registration date, in accordance with the provisions of art. 86 of Law no. 24/2017 concerning the issuers of financial instruments and market operations, respectively the date which shall serve for the identification of the shareholders who shall be entitled to benefit from the effects and rights conferred by the resolutions which shall be adopted by AGA.

 

After its supplementation, the agenda of the AGEA shall be the following:

 

  1. Discussion and approval of the appointment as representative of ALBALACT S.A., in its capacity as Sole Shareholder of ALBALACT LOGISTICS S.R.L., in ALBALACT LOGISTICS S.R.L., of Mr. Giampaolo Manzonetto, an Italian citizen, born in Castelfranco Veneto, ltaly, on 11.11.1971, with domicile in Bucharest, 199 Calea Mosilor, sector 2, identified by Passport series YA no. 3868866, issued by the Italian Authorities in Bucharest on 04.01.2013, valid until 03.01.2023.
  2. Discussion and approval of the complete modification of the Articles of Association of the Company and its rewriting according to the draft Articles of Association included in the Convocation of the general shareholders meeting published in the Official Gazette of Romania Part IV no. 949/22.03.2017 and Bursa newspaper no. 54 of March 22, 2017.
  3. Empowerment of the President of the Board of Directors of the Company, to sign, in the name and on behalf of the shareholders, the AGEA resolutions and to carry out any and all formalities required by law for the registration, enforcement and for ensuring enforceability towards third parties of the resolutions adopted by AGEA. With respect to the fulfilment of the formalities mentioned above, the President is conferred the right to delegate its mandate to other persons.
  4. Approval of the waiver of the Option Plan for the Acquisition of Shares Stock Option Plan” approved pursuant to the Resolution no. 1 of the Extraordinary General Shareholders Meeting of Albalact S.A. dated 21 April 2015 and adopted pursuant to the Decision no. 7 of the Board of Directors of Albalact S.A. dated 19 March 2015.
  5. Approval of the date of May 12, 2017 as registration date in accordance with the provisions of Art. 86 of Law no. 24/2017 regarding the issuers of financial instruments and market operations, namely the date which serves to identify the shareholders who will shall benefit from the effects and rights conferred by the resolutions to be adopted by AGEA.

 

During the AGOA and AGEA convened for April 24, 2017 may participate and vote only shareholders of the Company registered in the shareholders' registry kept by the Central Depositary - Depozitarul Central S.A. on the reference date of April 14, 2017 ("Reference Date").

 

One or more shareholders representing, individually or jointly, at least 5% of the share capital of Albalact (hereinafter referred to as "Initiators") are entitled:

i.        to introduce points on the agenda of the general meetings, provided that each additional point is drafted in writing, is accompanied by grounds thereof and a draft resolution proposed to be approved by general meeting and is submitted or sent to the Company's registered office by courier with acknowledgement of receipt, or by electronic means, bearing extended electronic signature in compliance with Law no. 455/2001 regarding the electronic signature (at the e-mail address juridic@albalact.ro) with the following written reference in clear capital letters: "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF 24 APRIL 2017", within a term of 15 days as of the publication date of the Convocation, namely until April 7, 2017. The proposals for the introduction of new points on the agenda of the general meeting must be accompanied, in addition to the documents mentioned above also by copies of valid identity documents belonging to the Initiators (bulletin/identity card for natural persons and bulletin/identity card of the legal representative mentioned in the list of shareholders of the Company issued by the Central Depositary, for legal persons).

 

ii.      to present written draft resolutions for the points included and proposed to be included in the agenda of general meeting, that shall be submitted or sent to the Company's registered office by courier with acknowledgment of receipt, or by electronic means, bearing extended electronic signature in compliance with Law no. 455/2001 regarding the electronic signature (to the e-mail address: juridic@albalact.ro) with the following written reference in clear capital letters: "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF 24 APRIL 2017" within a term of 15 days as of publication date of the convocation for the general meeting, namely until April 7, 2017. The written drafts resolutions for the points already included or proposed to be included on the agenda of the general meeting must be accompanied by the copies of valid identity documents belonging to the Initiators (bulletin/identity card for natural persons and bulletin/identity card of the legal representative mentioned in the list of shareholders of the Company issued by the Central Depository, for legal persons).

 

The agenda supplemented with the point proposed by the above mentioned shareholders shall be published in compliance with the requirements of the law and the Articles of Incorporation for convening general meeting until April 12, 2017, the latest.

 

In addition, each shareholder of the Company, regardless of its participation to the share capital, is entitled to address questions regarding the general meeting agenda. The shareholders may submit such questions solely together with a copy of a valid identity document ( bulletin/identity card for natural persons and bulletin/identity card of the legal representative registered in the list of shareholders of the Company issued by the Central Depository, respectively for legal persons), at the Company's registered office until April 22, 2017, 9:00 AM for AGOA and 9:30 AM for AGEA, in a sealed envelope, with the following written reference in clear capital letters: "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF 24 APRIL 2017" or by e-mail bearing extended electronic signature in accordance with Law no. 455/2001 on electronic signature to the e-mail address: juridic@albalact.ro mentioning the "subject" FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF 24 APRIL 2017.

 

The access of the shareholders registered in the shareholders registry at the Reference Date and entitled to participate in the general meeting is allowed upon mere proof of identity, achieved by their identity document, for shareholders who are natural persons and with the power of attorney granted to the natural person representing them, in compliance with applicable legal provisions, for legal entities and shareholders who are natural persons and are represented (other than their legal representatives).

 

Each shareholder of the Company registered at the Reference Date (respectively April 14, 2017) has the right to appoint any other natural or legal person as a proxy to attend and vote on its behalf at the general shareholders meeting, on the basis of a special power of attorney, with the form and content of the power of attorney form laid off by the Company for the general meeting. Within the special power of attorney form, the represented shareholder has the obligation to expressly specify the voting instructions for each point of the agenda of the general meeting. The special power of attorney is valid only for the general meeting for which it was requested and the representative shall have the obligation to vote in accordance with the instructions of the appointing shareholder. The powers of attorney prepared in contradiction with the content of the special power of attorney form laid down by the Company shall not be deemed valid, the representative losing right of representation of the shareholder represented by the power of attorney.

 

The special power of attorney forms for representation within the general shareholders meeting shall be made available on the website of the Company (www.albalact.ro) and also on paper at the Company's registered office as of the date of publication of the convocation, both in English and Romanian language.

 

The special power of attorneys shall be prepared based on the special power of attorney form provided by the Company, filled out, signed and stamped, if the case, in 3 original copies (one for the shareholder, one for the representative and for the Company). The Company's original special power of attorney for the general shareholders meeting, in Romanian or English version, together with a copy of the identity document of the shareholder (bulletin/identity card for natural persons, namely bulletin/identity card of the legal representative mentioned within the Company's shareholders list issued by the Central Depositary, for legal persons) shall be submitted with the Company's registered office in a sealed envelope, with the following written reference in clear capital letters: "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING FROM 24 APRIL 2017" in a term of at least 48 hours before the general assembly, namely until April 22, 9:00 AM for AGOA and 9:30 AM for AGEA, under the sanction of loss of right to vote within the shareholders meeting.

 

The special power of attorneys, together with a copy of the shareholder's identity card may also be sent by e-mail bearing extended electronic signature in compliance with Law no. 455/2001 regarding electronic signature, in a term of at least 48 hours before the shareholders meeting, namely until April 22, 9:00 AM for AGOA and 9:30 for AGEA at the e-mail address: juridice@albalact.ro indicating in the "subject": "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING FROM 24 APRIL 2017".

 

Furthermore, a shareholder may appoint by special power of attorney one or more alternate representatives to ensure its representation in the general shareholders meeting, in case the representative appointed by special power of attorney is unable to fulfil its mandate. In case more alternate representatives are appointed by special power of attorney, it shall be determined the order to be used for accomplishing their mandate. On the date set for the general shareholders meeting, at the entrance of the meeting room of the general shareholders meeting, the designated representative of the shareholder shall deliver to the Company's representative the original copy of the special power of attorney in case it was sent by e-mail with an extended electronic signature and a copy of the identity card of the designated representative (bulletin/identity card).

 

The shareholders may also be represented within the shareholders meeting by a designated representative ("Agent") granted a general power of attorney.

 

The general power of attorney shall be granted for a period not exceeding 3 years, expressly allowing the representative to vote on all issues debated by the general shareholders meetings of the Company, provided that the general power of attorney: (i) is granted by the shareholder, as client, to an intermediary defined in accordance with Law no. 24/2017 concerning the issuers of financial instruments and market operations or to a lawyer and (ii) within the general power of attorney to be mentioned the quality of the Agent as intermediary or lawyer. The Agent cannot be substituted by another person except for the situation when such right was expressly granted to it by the shareholder in the power of attorney. In case the Agent is a legal person, it may exercise his received mandate through any person belonging to the executive or management body or of its employees. The proof of the Agent's quality shall be made by an affidavit signed by the Agent when entering the meeting room before the organizers of the meeting. The Company's shareholders cannot be represented in the shareholders meeting based on a general power of attorney granted to a person who is in a situation of conflict of interest that may arise in particular in one of the following cases:

a) is a major shareholder of the Company, or another person controlled by the respective shareholder;

b) is a member of an executive, management or supervisory body of the Company, of a major shareholder or of a controlled person, according to those provided in letter a);

c) is an employee or an auditor of the Company or of a major shareholder or of a controlled entity as provided in letter a);

d) is the spouse, relative or kinship up to the fourth degree inclusively of one of the individuals referred to in letter a) - c).

 

The general power of attorney must provide the following information: 1. The name/corporate name of the shareholder; 2. The name/corporate name of the representative (the one to which the power of attorney is granted); 3. The date of the power of attorney, as well as the period of validity with the observance of the legal provisions; the power of attorney having a later date shall have as effect the cancelation of the previously issued powers of attorney; 4. The mention of the shareholder empowering the representative to participate and to vote on his behalf by the general power of attorney in the general meeting for the entire holding of the shareholder on the Reference Date, expressly mentioning the company/companies for which the general power of attorney is used. The general power of attorney terminates in accordance with par. 2 art. 151 of CNVM Regulation no. 6/2009.

 

In case the shareholder is represented by a credit institution which provides custodial services, the credit institution may vote in the general shareholders meeting based on the voting instructions received through electronic means of communication, without being necessary a special or general power of attorney to be drafted by the shareholder. The agent shall vote in the general shareholders meeting exclusively according and within the limits of the instructions received from its clients having the quality of shareholders at the Reference Date.

 

Before their first use, the general powers of attorney in copy including the mention of conformity with the original copy under the agent signature together  with a valid copy of the identity document of the shareholder (for natural person, bulletin/identity card/passport, respectively for legal persons, bulletin/identity card of the legal representative registered in the list of shareholders issued by the Central Depositary) shall be submitted at the Company's registered office or sent by any form of courier with acknowledgment of receipt, to the Company's registered office with at least 48 hours before holding the general meeting, respectively until April 22, 2017, 9:00 AM for AGOA and 9:30 AM for AGEA, in a sealed envelope, clearly written in capital letters: "FOR THE ORDINARY/EXTRAORDINARY GENERAL SHAREHOLDERS MEETING FROM 24 APRIL 2017". The powers of attorney may be sent by e-mail with extended electronic signature in compliance with Law no. 455/2001 regarding electronic signature, with at least 48 hours before holding the general shareholders meeting, respectively until April 22, 2017, 9:00 AM for AGOA and 9:30 AM for AGEA at: juridic@albalact.ro indicating in the "subject": "FOR THE ORDINARY/ EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS FROM 24 APRIL 2017".

The certified copies of the general powers of attorney are retained by Albalact, making mention of it in the minutes of the general meeting.

 

The shareholders may appoint and revoke their representative by electronic data transmission means, the revocation being effective and enforceable against the Company if it was received by the Company until the expiration of the term for the transmission/submission of powers of attorney. If the person representing the shareholder by personal participation to the shareholders meeting is other than the one which expressed the vote by correspondence, then for the validity of its vote, a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed the vote through correspondence must be presented to the shareholders meeting. This requirement is not mandatory in the case the shareholder or the shareholder's legal representative is present at the shareholders meeting.

 

The Company's shareholders registered on the Reference Date (respectively, April 14, 2017) in the shareholders' register kept by the Central Depositary have the possibility to vote by correspondence, before the date of the shareholders meeting, by using the voting by correspondence form available in Romanian or English language (the "Voting Form"). The voting forms by correspondence for the shareholders meeting may be obtained, as of the publication date of the convocation, at the Company's registered office and on the Company's website (www.albalact.ro) in Romanian, as well as in English language.

The vote by correspondence may be expressed by a representative only when it has received a special/general power of attorney from the shareholder in this respect and which shall be submitted to the Company in accordance with the rules mentioned above for the submission of the general/special powers of attorney.

 

For the vote by correspondence, the Voting Forms filled and signed, together with the copy of the shareholder's valid identity card (for legal natural, bulletin/identity card, respectively for legal persons, the bulletin/identity card of the legal representative registered within the list of the Company's shareholders issued by Central Depository) may be submitted as follows:

a) submitted or sent to the Company's registered office, by any form of courier with acknowledgment of receipt, in a sealed envelope, clearly written with capital letters: "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING FROM 24 APRIL 2017" with 48 hours before the date of the general meeting, respectively until April 22, 2017, 9:00 AM for AGOA and 9:30 AM for AGEA, or

b) sent by e-mail with extended electronic signature in compliance with Law no. 455/2001 regarding electronic signature, with 48 hours before the date of the general meeting, respectively until April 22, 2017, 9:00 AM for AGOA and 9:30 AM for AGEA at: juridic@albalact.ro indicating in the "subject": "FOR THE ORDINARY/ EXTRAORDINARY GENERAL SHAREHOLDERS MEETING FROM 24 APRIL 2017".

 

The voting forms by correspondence that are not received by the Company within the established term shall not be taken into consideration for determining the quorum and majority for adopting resolutions by the general meeting. Special powers of attorneys/voting forms by correspondence that do not provide at least the information contained in the form made available by the Company shall not be enforceable against it, neither general powers of attorney that do not provide the minimum information required by law shall not be enforceable against the Company.

 

When completing special powers of attorney and ballot papers by correspondence, please take into account the possibility to complete the agenda of the general meeting with new points, in which case the updated agenda will be published by April 12, 2017. Under these circumstances, the special powers of attorney and the updated ballot papers, both in Romanian and in English versions, may be obtained from the Company's registered office and from the Company's website (www.albalact.ro) as of the date of publication of the updated agenda.

 

For the avoidance of any doubt, in case the agenda will be completed and the shareholders do not send the updated special powers of attorney and/or ballot papers by correspondence, the special powers and ballot papers by correspondence submitted before completing the agenda shall be considered solely with respect to the points thereunder which are mentioned under the updated agenda.

 

In all the above-mentioned situations where reference is made to the representative of the shareholders registered in the list of shareholders issued by the Central Depository, if the concerned representative is not registered as such in the records of the Central Depository, in order to identify the representative of the shareholder who is a legal person, shall be submitted a certificate issued by the Trade Registry, in original or certified copy, or any other document, in original or certified copy, issued by a competent authority of the state in which the shareholder is legally registered, to certify the quality of legal representative and which shall not be issued over 3 months before the date of publication of the Convocation for the general meeting. The documents regarding the quality of legal representative which are drafted in a language other than English shall be accompanied by translation made by an authorised translator in Romanian or English language. The Company shall not require legalisation or application of apostille for the documents certifying the quality of legal representative of the shareholder.

 

The full text of documents, informative materials and draft resolutions, ballot papers by correspondence and special powers of attorney, as well as other information regarding the points included under the agenda of the general assembly, shall be made available both in Romanian and English language, as of the date of publication of the Convocation on the website of the Company (i.e. www.albalact.ro) and at the Company's registered office. The draft resolutions proposed by the shareholders shall be added to the website of Albalact as soon as possible after their receipt by Albalact.

 

 

ALBALACT S.A.

President of the Board of Directors

Aurelio Antuna RODRIGUEZ

 

 

 

 


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