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Tuesday, December 11, 2018 
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COMELF S.A. - CMF

Notice of EGSM 22 November 2018

Release Date: 10/11/2018 2:14:27 PM

IRIS Code: A1CE6

 

 

 

CURRENT REPORT

According to CNVM Regulation no. 1/2006

 

Report date: 11.10.2018

Company Name: COMELF SA

Registered Office Address: Bistrita, str. Industriei nr. 4

Phone / fax number: 0263.234.462 ; 0263.238.092

Unique Registration Code at the Trade Registry Office: 568656

Order number in the Trade Register: J06/02/1991

Subscribed and paid-up share capital: 13036325,34 lei

The regulated market on which the issued securities are traded: BVB

Reported Event: EGMS convocation of 21.11.2018.

 

 

Board of Directors of COMELF SA, headquartered in Bistrita, str. Industriei nr.4, Bistrita - Nasaud county, gathered on 11.10.2018, by the Decision of the Board of Directors no. 11 of 11.10.2018 summons the Extraordinary General Meeting of Shareholders (EGMS) on November 21, 2018, at 10 o'clock at the company’s premises, with the following agenda:

 

1. Article 6 of the Articles of Associations will be amended to include THE SCOPE OF ACTIVITY OF THE COMPANY - OTHER ACTIVITIES, with the CAEN code - 9601 - washing and (dry)cleaning of textiles and fur products.

2. Article 2.5 of the Articles of Association will be changed as follows:

«The company has three places of business (factories) at the company's headquarters in Bistrita, str. Industry, no. 4, Bistrita-Nasaud, without being a legal entity, each having its own management, as well as its own bank sub-account, with the names:

- Factory for Earth-moving machinery parts - FCT;

- Factory for Stainless Steel Products –  FPI;

- Factory for Earth-Moving Machinery and Equipment – FUET. »

and empowering the Chairman of the Board of Directors, Mr Savu Constantin, to sign the updated Articles of Association.

3. Empowering the general manager of the company, Mr. eng. Cenusa Gheorghe, to perform all the formalities regarding the registration of the EGMS decision at the Trade Register Office Bistrita - Nasaud, publishing the decision in the Official Gazette and signing the Report on the unfolding of the EGMS.

4. Approval of the registration date proposed by the Board of Directors on December 12, 2018, respectively ex date 11.12.2018.                                                                   

 

                The shareholders registered in the Shareholders Register from CENTRAL DEPOSITORY SA at the end of 14.11.2018 as the reference date may attend the meeting and express their vote .

 

One or more shareholders representing individually or together at least 5% of the share capital are entitled:

a) To insert points on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general assembly no later than 15 days from the date of publication of the convocation/summons, respectively 26.10.2018.

b) To submit draft decisions for the items included or proposed to be included in the agenda of the general meeting no later than 15 days from the date of publication of the convocation, respectively 26.10.2018.

During the same interval, each shareholder has the right to write questions in writing about the items on the EGMS' agenda. The company will make a general response to questions with the same content that will be available on the company's website in a question-reply format.

The shareholders mentioned in the previous paragraphs have the obligation to send the written materials / questions in enclosed envelopes, accompanied by certified copies of identity documents, identity card for individuals and registration certificate for legal persons, as well as copy of the act proving the status of legal representative thereof, at the headquarters of the company with a clear written mention in capital letters FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS DATED 21.11.2018, or by e-mail with extended electronic signature incorporated according to the Law no.455 / 2001 regarding the electronic signature, at tabloubord@comelf.ro, referring to the subject "for EGMS from 21.11.2018".

The access of the shareholders authorized to attend the EGMS on the reference date is allowed by the mere proof of their identity, in the case of individuals, by the identity document or, in the case of legal persons with the Special Power of Attorney, awarded to the natural person representing them.

 

 

 

 

Shareholders may participate, either in person or through other persons, on the basis of Special Powers, according to the form provided by the company, in accordance with the legal regulations.

The special power of attorney forms for AGEA from 21.11.2018, in Romanian and English, can be obtained from the company's office - the Dashboard service or can be downloaded from the company's website starting with 22.10.2018. A copy, in original of the special authorization in Romanian or English, completed and signed, accompanied by the copy of the valid identity document of the shareholder (identity card in the case of natural persons shareholders and registration certificate for legal persons) will be submitted / send to the company headquarters by 19.11.2018 10.00 hours, another will be made available to the representative so that he/she can prove his capacity as representative in the assembly.  The special powers with the identification documents of the shareholders may be submitted in Romanian or English and by e-mail with the extended electronic signature incorporated according to the Law no.455 / 2001 regarding the electronic signature, until 19.11.2018 hour 1000 at the tabloubord@comelf.ro mentioning the subject "for the EGMS of 21.11.2018". At the date of the EGMS, the appointed representative will hand over the originals of the special powers, if they were sent by e-mail with the extended electronic signature and a copy of the valid identity card of the appointed representative.

                The general power of attorney granted by the shareholder as a client to an intermediary [defined according to Law no. 24/2017] or a lawyer, before the first use, will be filed at the registered office of the company, in a copy certified by the shareholder's representative, until 19.11.2018 (date of registration with the company's registry), under the penalty of the loss of the right of vote by representative at the general meeting convened by this convening notice, according to the law.

The shareholders of COMELF SA can vote by correspondence, using the correspondent voting form, in Romanian and English. Forms can be obtained from the company's headquarters - the Dashboard service or can be downloaded from the company's website starting with October 22, 2018. The forms of voting by correspondence in Romanian or English, completed and signed, accompanied by a copy of the valid identity document of the shareholder (identity card in the case of natural persons shareholders, respectively registration certificate and copy of the identity document of the legal representative in case of legal entities) can be sent to the company's headquarters, with acknowledgment of receipt, so that they can be registered as received at latest on 19.11.2018, 10.00 hours. Forms received after the date and time above will not be taken into account for quorum and majority determination in the EGMS.  The voting option can be expressed by e-mail in Romanian or English at tabloubord@comelf.ro, with the electronic signature mentioning "for the EGMS of 21.11.2018".

The draft decisions and materials submitted to the EGMS debate can be consulted at the company's headquarters every working day or on the company's website (www.comelf.ro - the "Up-to-date information" section, starting with 22.10.2018. 

 

If at the first convocation the meeting will not be statutory, the meeting shall be reconvened on 22 November 2018 under the same conditions (place, time, agenda).

 

Further information can be obtained at the COMELF SA Bistrita office at 0263.234.462 ext. 201, 0372.037309, between 8.00 - 15.00 hours or by e-mail at tabloubord@comelf.ro.

 

 

 

                                                                  Chairman of the Board of Directors,

                                                                                Eng. Savu Constantin

 

 

 

 

 

 



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