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Tuesday, April 25, 2017 
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SOCEP S.A. - SOCP

Completing agenda for OGSM April 27th/28th 2017

Release Date: 4/12/2017 7:08:06 PM

IRIS Code: 5389D

 

To: Bucharest Stock Exchange

                   Financial Supervisory Authority

 

CURRENT REPORT   

Complying to CNVM Regulation No.1/2006

Report Date April 12th , 2017

 

 

SHARE ISSUER COMPANY          : SOCEP S.A.

REGISTERED OFFICE                    : CONSTANTA, INCINTA PORT Dana 34

PHONE/FAX                                     : 0241/693856; 0241/693759

FISCAL CODE                                  : 1870767

REG.NR. IN TRADE REGISTRY   : J 13/643/1991

TRADING/STOCK  MARKET        : B.V.B. First Category, symbol SOCP

SHARE CAPITAL                            : 34.342.574,4 lei split-up in 343.425.744 registered dematerialized shares with nominal value of 0,10 lei/share

 

 
Event to be reported: Completing the agenda of the Ordinary General Meeting of Shareholders SOCEP SA on April 27th /28th , 2017.

 

 

               Directorate SOCEP S.A., sitting of April, 12th ,2017 decided completing the General Meeting of Shareholders convening notice SOCEP SA April 27th /28th , 2017, approved initially directorate meeting of March 22-th, 2017 and published in the Official Gazette no. 1013 /March 27th 2017 and of March 24th 2017 Cuget Liber newspaper, according to the following

 

CONVENING NOTICE COMPLETED

of the ORDINARY GENERAL MEETING OF SHAREHOLDERS of

SOCEP S.A.

 

Directorate SOCEP S.A. Constanta, registered in Trade Registry Office Constanta with Reg. No. J13/643/1991, CUI (Fiscal Code) RO 1870767, legally represented by Mr. Marius Barbarino – President of Managing Board -  complying to art. 117 in Law No.31/1990 republished and amended, is hereby convening the ORDINARY GENERAL MEETING OF SHAREHOLDERS on April 27-th, 2017 at 9:00 hrs., at company head-office - Incinta Port, Dana 34, Constanta, Conference Room, first floor.

Pursuant to art.117 ind. 1 of Law 31/1990, make convener AGOA SOCEP SA 27 / 28.04.2017 (paragraph 13) at the request of Mrs.Samara Stere, a shareholder owning 10.52% of the share capital.

Only persons who are shareholders on April 17-th, 2017 - set as reference date are entitled to attend to and vote in this general meeting.

Agenda completed and revised:

Points on the agenda proposed by the Executive SOCEP SA:
1.      Presentation, discussion and approval of the annual financial statements prepared for the year of 2016.
2.      Approval of the annual report of the financial year of 2016.
3.      Presentation of the external audit.
4.      Presentation and approval of investments made during 2016 and how to finance them.
5.      Presentation and approval of the Directors' report and grant discharge to the Executive Board for activities in fiscal year of 2016.
6.      Presentation and approval of the Supervisory Board and grant discharge to the Supervisory Board for activities in fiscal year of 2016.
7.      Approval of the income and expenditure and investment program for 2017.
8.      Approval of the proposal of profit distribution for the year 2016 as follows:

 

 

Destination

Amount (lei)

Share in net profit(%)

1

Legal reserves

624,147.25

5.78

2

Reserve reinvested earnings

86,828.00

0.80

3

Dividends

0

0

4

Result reportat- Retained earnings

10,093,310.64

93.42

 

9.      Appointment of the auditor and the minimum term of the audit contract.
10.  Approval of  May 19th, 2017 as registration date according to Art. 238 of Law no. 297/2004 on the capital market.
11.  Approval of May 18th 2017 as ex-date, according to art. 129.2 of NSC Regulation no. 1/2006.
12.  Empowering Mrs. Oana Duta, to submit to the Trade Register Constanta decision ordinary general meeting of shareholders and to make the necessary endorsements.


Point agenda proposed by Mrs.Samara Stere, a shareholder holding 10.52% of the share capital SOCEP SA:

13. Approval of updating monthly allowances for president and vice president of the Supervisory Board and determining how to calculate the allowances of members of the Supervisory Board based on participation in such meetings: monthly allowances of members of the Supervisory Board approved AGOA will be granted provided physical participation in a meeting of the Supervisory Board every three months. In the event that will be attended by more than one session in three months will be awarded additional compensation of 25% of the monthly basic salary for each additional session.
 

 

Given that on April 27th, 2017, the quorum conditions required by law are not met, a second meeting will be held on April 28th, 2017, at the same hour and in the same place, and same meeting Agenda.

One or more shareholders representing/gathering - individually or jointly - at least 5% of the total share capital are entitled to insert new items into the Agenda, provided that each of those items has a justifying note or a draft-decision proposed as subject to approval.

            All the requests for insertion of new items into the Agenda, having enclosed copies of shareholders’ identity cards (called initiators) could be submitted to SOCEP head-office, until April 10-th, 2017, 16:00 hrs. (end of working day), in a sealed envelope, with following clearly written mention:  "FOR OGMS ON April 27-th/28-th, 2017”. They also may be sent by e-mail with extended electronic signature in the message, according to Law No.455/2001 regarding electronic signature, until April 10-th, 2016, 16:00 hrs., sent to socep@socep.ro with following mention written in Subject heading: "FOR OGMS ON April 27-th/28-th, 2017”.

Requests for insertion of new items into the Agenda of OGMS must be enclosed copies of Initiators’ identity cards (Identity Card for natural persons and Registration Certificate for legal entities). Each new proposed item must have a justifying note or a draft-decision proposed as subject to approval of OGMS.

One or more shareholders representing/gathering - individually or jointly - at least 5% of the total share capital are also entitled to present draft-decisions for inserted or proposed to be inserted items into the Agenda of the meeting.

Draft-decisions for inserted or proposed to be inserted items into the OGMS Agenda, together with copies of Initiators’ identity cards (Identity Card for natural persons and Registration Certificate for legal entities), could be brought to SOCEP head-office, until April 10-th, 2017, 16:00 hrs., in a sealed envelope, with following clearly written mention:  "FOR OGMS ON April 27-th/28-th, 2017”. They also may be sent by e-mail with extended electronic signature in the message, according to Law No.455/2001 regarding electronic signature, until April 10-th, 2017, 16:00 hrs., sent to socep@socep.ro with following mention written in Subject heading: "FOR OGMS ON April 27-th/28-th, 2017”.

               The draft decision for item 13 on the agenda AGOA completed and reviewed, accompanied by copies of the initiators' identification (ID / ID card for individuals or registration certificate for legal persons) may be submitted at SOCEP SA untill April 21-th 2017, 16:00, in a sealed envelope clearly written statement: FOR AGOA on April 27th / 28th 2017, or by e-mail with the electronic signature in compliance with Law no. 455/2001 regarding the electronic signature, untill April 21th, 2017, 16:00, at socep@socep.ro mentioning the topic "FOR AGOA on April 27th / 28th ,2017”.

Company shareholders, regardless of their shareholding percentage in the total share capital, may submit written questions related to items of the Agenda. These enquiries must be brought together with copies of Initiators’ identity cards (Identity Card for natural persons and Registration Certificate for legal entities) to SOCEP head-office, untill April 21-th 2017, 16:00, in a sealed envelope, with following clearly written mention:  "FOR OGMS ON April 27-th/28-th, 2017”. They also may be sent by e-mail, untill April 21-th 2017, 16:00, with extended electronic signature in the message, according to Law No.455/2001 regarding electronic signature, sent to socep@socep.ro with following mention written in Subject heading: "FOR OGMS ON April 27-th/28-th, 2017”.

Access of shareholders - natural persons - entitled to attend to Ordinary General Meeting of the Shareholders is allowed based upon their identity card - simply proving their identity.

Shareholders may attend to OGMS represented by other persons than themselves, based upon a special mandate issued for only one general meeting of shareholders or an extensive mandate issued for one or several general meetings.

Shareholders who do not have legal capacity and also the shareholders –legal entities may be represented by their legal (guardians) representatives. These legal representatives may also authorize with a mandate other persons to attend to the general meeting in question.

Mandates may be sent also by e-mail with extended electronic signature in the message, according to Law No.455/2001 regarding electronic signature, until April 25-th, 2017, 9:00 hrs., sent to socep@socep.ro with following mention written in Subject heading: "FOR OGMS ON April 27-th/28-th, 2017”. However, they must be brought to SOCEP head-office in original form no later than April 25-th, 2017, 9:00 hrs., written in Romanian or in English. Mandates which do not fulfill above mentioned legal conditions shall be penalized by losing the vote. Special Mandate completed and revised forms may be picked-up from SOCEP head-office, or from company site www.socep.ro, starting with April 14th. 2017. Special Mandate form is also available in English language.

SOCEP SA shareholders registered at the Reference Date within the shareholders’ registry – issued by Depozitarul Central S.A. have the possibility to vote by mail, previous to OGMS, by using the Voting by mail Form. This form completed and revised may be picked-up from SOCEP head-office starting with April 14th, 2017, or from company site www.socep.ro.

In this case, the Voting by mail Form written either in Romanian or in English, filled-in and signed, together with a copy of shareholder’s valid identity card (Identity Card for natural persons and Registration Certificate for legal entities) may be sent to SOCEP head-office no later than April 26-th, 2017, 16:00 hrs., in a sealed envelope, with following clearly written mention: "FOR OGMS ON April 27-th/28-th, 2017”. 

Voting by mail Forms which are not received in SOCEP head-office up to this specific date and hour shall not be taken into consideration neither for quorum determining nor for determining the majority of OGMS. Voting by mail Form is also available in English language.

At their request, items/reports related to meeting Agenda and draft-decisions were available for all the shareholders, at SOCEP head-office, they may be also downloaded from the company site www.socep.ro, starting with March 27-th, 2017. Materials on the agenda and draft resolutions for the point on the agenda introduced at the request of Mrs.Samara Stere a shareholder holding 10.52% of the share capital will be available starting on April 14th,2017.

 

 

PRESIDENT OF MANAGING BOARD

&

GENERAL MANAGER

MARIUS BARBARINO

 

 



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