NOTICE TO ATTEND
Special Administrator of S.C. DAFORA S.A., a company duly organized and existing under the laws of Romania, registered with the Registrar of Companies under number, J 32/8/1995, Tax Identification Number (CUI) RO 7203436, having its registered office in Medias, str. Regele Ferdinand I, no. 15, Sibiu County (hereinafter referred to as “Company”), in accordance with the legal provisions,
HEREBY CONVOKES
I. THE COMPANY’S ORDINARY GENERAL MEETING OF SHAREHOLDERS to be held on 27.04.2017, 11.00 a.m. (first Meeting) or on 28.04.2017, 11.00 a.m. (in case the first meeting shall not be held), at the Company’s registered office in Medias, Piata Regele Ferdinand I no. 15, Medias, Sibiu county, with the following:
AGENDA
1. The approval of the individual annual financial statements (statement of financial position, comprehensive income statement, statement of changes in equity, statement of cash flow, notes to financial statements) for the year ended 31.12.2016, based on the Annual Report of the Special Administrator and the Financial Auditor’s Report, prepared in accordance with the Order of the Ministry of Public Finance no. 2844/2016.
2. The approval of the consolidated annual financial statements for the year ended 31.12.2016 based on the consolidated Report and the Financial Auditor’s Report prepared in accordance with the Order of the Ministry of Public Finance no. 2844/2016.
3. The approval of Annual Report regarding the company’s activity for the year 2016.
4. The approval of the: (i) comprehensive income statement for the company’s activity for the year ended 31.12.2016 and (ii) covering the accounting loss registered by the Company. Our proposal is that the accounting loss to be covered from the profit obtained in the following financial years.
5. The approval of the Company’s Income and Expenditures Budget for the year 2017.
6. The approval of the CapEx Plan for the year 2017.
7. Approval of the Registration Date. Proposed Registration Date: 15.05.2017.
Only the shareholders registered with the Shareholders’ Registry on 18.04.2017 („Reference Date”) shall be allowed and vote in the Ordinary General Meeting of Shareholders.
The access of the shareholders to the General Meeting shall be made by proving their identity, in case of shareholders-natural persons by identity card, and in case of shareholders-legal entities and represented natural persons, by general or special Proxy given to that natural person, by Certificate of Good Standing, as the case may be, and by the representative’s Identity Card.
The shareholders may grant a general Proxy valid for a period of maximum 3 years, allowing its representative to vote in all aspects under debate in the General Meeting of Shareholders, provided that it will be granted by the shareholder, in its quality as a client, to an agent defined as per art. 2, paragraph (1), no. 14 of Law 297/2004, or to a lawyer.
The general and the special Proxies in Romanian or English language and a copy of the identity card or registration certificate of the represented shareholder, shall be submitted in original at the Company’s registered office or sent by e-mail with extended electronic signature at office@dafora.ro until 25.04.2017, 15:00 p.m. Both transmittal means must contain the mention clearly written and with capital letters „PROXY FOR THE GENERAL MEETING OF SHAREHOLDERS”.
The special Proxy to participate and vote within the Ordinary General Meeting of Shareholders, given by a shareholder to a credit institution that provides custody services, will be valid without presenting supplementary documents as regards to such shareholder, if the special Proxy is signed by such shareholder and if it is accompanied by a statement on own responsibility, given by the legal representative of the credit institution, according to CNVM Rule no. 6/2009.
The shareholders registered on the Reference Date in the Shareholders’ Registry, have the possibility to vote also by mail, before the General Meeting of Shareholders, by using the Correspondence Voting Form in Romanian or English with the signature being authenticated by a public notary.
The date to submit the Correspondence Voting Form in original, accompanied by a copy of the identity card or registration certificate of the shareholder, will be transmitted to the Company’s registered office (in Romanian or English) until 25.04.2017, 11.00 a.m. The Correspondence Voting Form registered by the Company after 25.04.2017, 11.00 a.m. will not be taken into consideration.
One or several shareholders representing, individually or together, at least 5% of the share capital, have the right:
a) to include other issues on the meeting agenda, under the condition that each proposal is accompanied by a justification or a decision project proposed to be adopted by the General Meeting, and
b) to present decision projects for the issues included or proposed on the Agenda of the General Meeting.
The quality of the Company’s shareholder must be proved by initiator’s valid copies of identification documents / registration certificates.
The proposals to include new issues on the Agenda of the General Meeting accompanied by a justification or by the related decision projects and by the copies of the initiators’ identification documents, may be submitted: (i) in original at the Company’s registered office in sealed envelopes, or (ii) by e-mail to the e-mail address office@dafora.ro with extended electronic signature according to the Law no. office@dafora.ro, until 12.04.2017, 16.00 o’clock. Both sending means must clearly mention with capital letters “FOR THE GENERAL MEETING OF SHAREHOLDERS” - „PROPOSAL FOR NEW ISSUES ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS”.
The Company’s shareholders may ask questions in writing as regards the issues on the meeting agenda of the general meeting, accompanied by a copy of the valid identification document, and submit them at the Company’s registered office in Medias, str. Regele Ferdinand I, nr. 15, Sibiu county, from the date of convocation and until 25.04.2017, 14.00 o’clock, in sealed envelopes and clearly mentioning with capital letters: “FOR THE GENERAL MEETING OF SHAREHOLDERS”.
Such questions may also be sent by the shareholders to the e-mail address office@dafora.ro until 25.04.2017, 14:00 o’clock together with a copy of a valid identification document. The subject of the e-mail shall be clearly “FOR THE GENERAL MEETING OF SHAREHOLDERS”.
The written questions submitted before the date of the General Meeting shall be answered within the Meeting only if they are not published on the Company’s website. The questions that cannot be answered within the Meeting due to objective reasons related to the good functioning and organization, shall be answered and published on the Company’s website, subject the Company’s confidentiality and interests not being affected.
Additional information and documents referring to the issues on the Agenda, the decision project or the comment of the Board of Directors (if applicable), the special proxy and the correspondence voting form shall (in Romanian and English language) be made available to the shareholders at the Company’s registered office and on the website www.dafora.ro – Shareholders / GM beginning with 28.03.2017.
Further information regarding the shareholders’ rights may be found on the Company’s website www.dafora.ro.
Special Administrator, Judicial Administrator,
Calburean Gheorghe CITR Filiala Cluj SPRL