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ARGUS SA Constanta - UARG

Notice of AGSM for 15/16.03.2019

Release Date: 2/11/2019 6:05:07 PM

IRIS Code: C8A64

To:                  FINANCIAL SUPERVISORY AUTHORITY

FINANCIAL INSTRUMENTS AND INVESTMENTS SECTOR

Fax: 021 659.60.51; 021 659.64.36

 

BUCHAREST STOCK EXCHANGE

            Fax: 021 312 47 22

CURRENT REPORT

According to ASF Regulation no. 5/2018, regarding the issuers and securities transactions,

and Law no. 24/2017, regarding Capital Market

Report date: 11.02.2019

Company name:  ARGUS S.A. CONSTANTA

Headquarters: Industriala Street, no. 1

Tel/Fax no. 0241/67.68.40; 0241/63.43.67

Fiscal code 1872644: Tax attribute RO

Trade register number: J 13/550/1991;

Share capital subscribed and paid: 53.670.699 lei

Regulated market where the issued securities are traded:  BVB-ATS AeRo

Shares ( market symbol UARG)

Significant event to report:

Convocation of the Ordinary General Shareholders Meeting for 15/16.03.2019, as Board of Directors decision no. 3 from 11.02.2019

 

The Board of Directors of ARGUS S.A. CONSTANTA, based on art. 111 from Law no. 31/1990, republished and modified, by Law no. 24/2017, A.S.F. Regulation and the dispositions of the Constitutive Act, convened the Ordinary General Shareholders Meeting, which will take place on 15.03.2019, 11:00 hours, at the company’s headquarters from Constanta – Industriala Street, no. 1.

            All shareholders, nominal registered in the Shareholders Registry at the end of 28.02.2018, reference date, have the right to participate and vote in the general meeting.

In case of not complying with the quorum legal conditions during the first convocation, the General Meeting will be reprogrammed on 16.03.2018, 11:00 hours, at ARGUS SA headquarters, Industriala Street, no. 1. 

A.G.O.A Order of day

1.      Approval of the individual financial statements at 31.12.2018, based on the Board of Directors Report and Financial Auditor Report.

2.      Approval of the method to cover the loss registered by the company at 31.12.2018.

3.      Approval of the administration discharge of the company’s administrators for financial year 2018.

4.      Approval of administrators' allowance starting with 01.04.2019 and the level at which the insurance for the professional liability of the administrators is concluded.

5.      Approval of the Incomes and Costs Budget and the Investments Program for year 2019;

6.      Approval for drafting the annual financial statements as IFRS at 31.12.2017, independent set from the annual financial statements drafted and published as the Romanian law in force.

7.      Approval of the extension for the audit contract with the financial auditor JPA Audit & Consultancy Bucharest, for a two-year period, for the audit of the individual and consolidated financial statements for the financial years 2019 and 2020 and empowering the Board of Directors to negotiate and conclude the audit contract with JPA Audit & Consultancy.

 

8.      Approval of 03.04.2019 as registration date in accordance with art. 86 alin. (1) from Law no. 24/2017, to identify shareholders that are affected by the decisions made by the Shareholders General Meeting and 02.04.2019 as “ex-date”, I accordance with the applicable law.

9.      Approval of empowerment for Mr. Emilian Mihai Niculescu – General Manager and/or Mrs. Alina Pirjan – Attorney, for signing and performing all of the A.G.O.A. decisions and performing all formalities provided by the law for the registration of the mentions at the Commerce Register, accordingly with the adopted decisions.

Shareholders representing, individually or together, at least 5% of the share capital have the right, within 15 days (01.03.2019) from the publication of the present convocation in the Official Gazette of Romania – part IV, to request new points to be introduced in the order of day and to present the decision projects for he points included or proposed for inclusion in the order of day.

The request to introduce new orders of day will be sent in writing, in original, by mail, at the company’s headquarters, accompanied by the shareholders identity card, individual or legal representative, and proof of ownership for the shares, issued by Central Depository.

Proof of ownership for the shares for legal representatives will be made with ascertaining certificate, in original or copy conforming with the original, issued by Trade Registry Office, with at most 60 days prior to the solicitation date.

The right to address questions regarding the order of day points may be exercised until latest on 05.03.2019, by address, in original, accompanied by the proof of ownership for the shares issued by Central Depository and the proof of legal representative, with ascertaining certificate, in original or copy conforming with the original, issued by the Trade Registry Office, with at most 60 days prior to the address submission.

The information’s regarding these rights can be found on the company’s website www.argus-oil.ro, in the box “Relation with the investors”.

The shareholders can participate and vote in the general meeting directly or can be represented by other persons, based on a special or general empowerment, that will be submitted directly at the company’s headquarter, in original, until the latest on 12.03.2019, 11:00 hours.

            Shareholders will be able to exercise their voting right also by correspondence.

The vote by correspondence will be submitted at the company’s headquarter or mailed, until the latest on 12.03.2019, 11:00 hours.

ARGUS SA shareholders can send the special/general Empowerment form or Vote by correspondence form, also by electronic means of data transmission, with extended electronic signature, based on a qualified certificate, at the following e-mail address actionari@argus-oil.ro.

 

The special/general empowerment form, the Vote by correspondence form and the procedures for filling and transmitting these, can be obtained, starting with 01.03.2019, from the company’s website www.argus-oil.ro or Shareholding Department.

The materials can be consulted or procured by shareholders from the company’s official website, www.argus-oil.ro in the box “Relation with the investors”, starting with 15.02.2019.

The access in the conference room is granted to shareholders based on the identity card, for individuals, and for legal persons, based on the status proof for legal or empowered representative.   In the situation of individuals or legal person’s representation, the representatives will also present the copy of the special or general empowerment.

 

PRESIDENT of Board of Directors,

Cristian Busu

 

 

 



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