If you can see this message, your browser does not support canvas and needs an update. Sorry. :(
| October 18, 2021 |
Market Status: Closed
Login Register

Market News


ASCENDIA SA - ASC

Notice of OGMS and EGMS 28(29).08.2021

Release Date: 7/27/2021 6:15:13 PM

IRIS Code: 35E0E

To: Bucharest Stock Exchange

      Financial Supervisory Authority

ASC 4746/27.07.2021

 CURRENT RAPORT

OGMS and EGMS notice for 28th(29th).08.2021

 

Current report according to

 BVB Regulations for AeRO , Law 24/2017, ASF Regulations 5/2018, UE Regulations no. 596/2014

Report date

27.07.2021

Name of the company

ASCENDIA S.A.

Registration office

Eufrosin Poteca St. No.40, 1’st floor, Sector 2, Bucharest

Phone/fax/email

phone/fax: 021 312.42.26, Email: office@ascendia.ro

Unique registration number

RO 21482859

Number of Reg. at the Registry of Commerce

J40/6604/30.03.2007

Subscribed and paid-up share capital

144.444,40 RON for 1.444.444 shares with face value of 0,1 RON

The regulated market on which it is traded

Bucharest Stock Exchange – ATS, AeRO - Premium

LEI Code

315700DLIITW8APMVF93

  

Important event to report

In accordance with the regulations on issuers and securities transactions, Ascendia S.A. informs shareholders that the Company's Administrator, Cosmin Malureanu, convenes:

·         the Ordinary General Meeting of Shareholders ("OGMS") of the company for 28(29).08.2021, 11:00 - Romanian time;

·         the Extraordinary General Meeting of Shareholders ("EGMS") of the company for 28(29).08.2021, 12:00 - Romanian time.

 

Please note that the documents related to OGMS and EGMS can be found starting 28.07.2021 at the "Pentru Investitori" (for investors”) section of the website www.ascendia.ro.

 

We attach to this report the full Convening Notice for OGMS and EGMS 28(29).08.2021 (includes the instructions regarding the OGMS and EGMS).

 

CEO

ASCENDIA S.A.

Cosmin Malureanu

 

ASC 4744/27.07.2021

 

CONVENING NOTICE FOR THE  ORDINARY GENERAL MEETING OF SHAREHOLDERS (OGMS) AND EXTRAORDINARY MEETING OF SHAREHOLDERS (EGMS) OF ASCENDIA S.A.

 

The sole administrator of ASCENDIA S.A. (The "Company"), a Romanian legal person, having its registered office in Str. Eufrosin Poteca Nr. 40, Et.1, Sector 2, Bucharest, Romania and the correspondence address at the work point of Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania, registered with the Trade Register under no. J40.6604 / 2007, having as Unique Registration Code RO21482859, company traded on the Bucharest Stock Exchange under the ASC trading symbol, having a share capital divided into 1,444,444 nominative shares, fully subscribed by the shareholders, conferring on their holders , proportional to the number of shares held, 1,444,444 equal votes in the OGMS and EGMS,

 

CONVENES

 

The Ordinary General Meeting of Shareholders (OGMS) of the company for 28.08.2021, 11:00 (Romanian time), in the meeting room of Ascendia S.A., located at the working point from Halelor St. No. 7, 3’rd Floor, Sect. 3, Bucharest, Romania, convening all shareholders registered in the Shareholders Register at the end of 16.08.2021 (Reference Date)

and

The Extraordinary General Meeting of Shareholders (EGMS) of the company for 28.08.2021, 12:00 (Romanian time), in the meeting room of Ascendia S.A., located at the working point from Halelor St. No. 7, 3’rd Floor, Sect. 3, Bucharest, Romania, convening all shareholders registered in the Shareholders Register at the end of 16.08.2021 (Reference Date)

 

Only persons who are shareholders on the Reference Date have the right to participate and vote at the OGMS and EGMS.

 

If at the first meeting the legal and statutory quorum of attendance is not achieved, the Ordinary General Meeting of Shareholders (OGMS) is convoked again on 29.08.2021, 11:00 (Romanian time) at the address mentioned for the first convocation, with the same agenda and the same reference date.

 

If at the first meeting the legal and statutory quorum of attendance is not achieved, the Extraordinary General Meeting of Shareholders (EGMS) is convoked again on 29.082.2021, 12:00 (Romanian time) at the address mentioned for the first convocation, with the same agenda and the same reference date.

 

 

THE AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS IS AS FOLLOWS:

 

  1. Adoption of the Remuneration Policy.
  2. Approval of the Registration Date, defined as the date that serves to identify the shareholders to whom the decisions of the OGMS are imposed. The identification of the shareholders will be done by consulting the Shareholders' Registry held by the Central Depositary. The proposal for the Registration Date is: 21.09.2021, and the Ex-date 20.09.2021.
  3. Approval of empowerment, with substitutability, of the company's administrator, Mr. Cosmin MALUREANU to sign the shareholders 'resolutions and any other documents related to them and to perform all the procedures and formalities provided by the law for the implementation of the resolutions of the shareholders, including the formalities for their publication and registration with the Trade Registry or any other public institution.

 

 

THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IS AS FOLLOWS:

 

1.      Approval of the increase of the share capital of the Company, in accordance with the decision of the Sole Administrator, by the amount of 36.111,10 lei, through the issuance of 361.111 registered, ordinary, dematerialized, new shares with a nominal value of 0.1 lei/share, from the current share capital of 144.444,40 lei to the level of 180.555,50 lei, respectively from the current number of 1.444.444 shares with a nominal value of 0.1 lei/share to the number of 1.805.555 shares with a nominal value of 0.1 lei/share, under the following conditions:

  • The new shares will be issued in two stages, the first of which may be subscribed and paid up by holders of preference rights and the second of which may be subscribed for through the capital market as an offer to a maximum of 149 retail investors, as well as qualified investors (mechanism known as a "private placement") for the shares not subscribed for in the first stage.
  • In the first stage, of the exercise of preference rights, the shares will be available for subscription by all shareholders registered in the Register of Shareholders kept by the Central Depository on the record date set by the EGMS, as well as by persons who have acquired preference rights during the trading period. For every 1 share held, shareholders of record on the record date set at the EGMS will benefit from 1 preference right.
  • The preference rights will be tradable on the relevant market of the Bucharest Stock Exchange (BVB) in accordance with the provisions of the Public Offering Prospectus relating to the increase, which will be approved by the Financial Supervisory Authority (ASF) and with the specific regulations of the market on which they will be traded.
  • Subscription will be made by cash contribution.
  • The preference rights may be exercised for a period of 31 days from the date established in the prospectus approved by the ASF, by the holders of preference rights. The number of new shares which may be subscribed for by a holder of preference rights shall be calculated by dividing the number of preference rights held by 4, rounded down to the nearest natural number.
  • The price at which holders of preference rights will be able to subscribe will be the average trading price calculated for the last 30 days prior to the date of submission of the offer prospectus for approval by the ASF, to which a discount of 25% is applied, according to the mathematical formula: "Issuance price = average trading price over the last 30 days * 0.75".
  • The shares that are not subscribed and paid up by the holders of preference rights within the time limit set by this extraordinary general meeting of shareholders will be offered in the second stage, the private placement stage, at an issue price per action higher than of the first stage.
  • The shares remaining unsubscribed after their offering in the second stage, of the private placement, will be cancelled by the decision of the Sole Administrator ascertaining the results of the share capital increase and approving the amendment of the Articles of incorporation, which will refer to the shares actually subscribed in the increase.
  • The share capital increase shall be carried out with the purpose of providing the necessary sources of financing for the implementation of the business development plan, respectively for the development of the company's software products by adding new modules and functionalities.

 

2.      Approval of the delegation to the Sole Administrator of the Company of the right to determine the characteristics of the share capital increase operation and its execution, including but not limited to:

§  Subscription period and payment terms;

§  Details of the trading of the preference rights on the relevant market administered by the Bucharest Stock Exchange;

§  Determination of the method of execution of the private placement (by direct transfer or using the trading system of the BVB);

§  Cancellation of the remaining unsubscribed shares in the increase;

§  Updating and signing the Articles of Incorporation following the actual results of the share capital increase operation;

§  Any other decision necessary for the implementation of the resolution to increase the share capital.

 

3.      Approval of the issuance of non-convertible corporate bonds and authorization of the administrator for the period between the publication of the decision of the EGMS in the „Monitorul Oficial al Romaniei” Part IV and December 31, 2023 to decide one or several bond issues in RON, up to the total maximum amount of 5.000.000 lei (five million lei), each bond being issued with a nominal value of 100 lei per bond, with a maturity of at least 3 and maximum 5 years, with an maximum annual interest rate of 10% per year. Authorizing the Administrator to decide the time liness of each issue and its final details, as well as to sign any documents relating to each bond issue including the type of placement (public or private), the writing of issuance prospectuses, or any necessary documents needed for listing the bonds on the relevant market of the Bucharest Stock Exchange, as well as any other documents that could be concluded in connection with the issue and the fulfillment of this decision.

 

4.      Approval of the Registration Date, defined as the date that serves to identify the shareholders to whom the decisions of the EGMS are imposed. The identification of the shareholders will be done by consulting the Shareholders' Registry held by the Central Depositary. The proposal for the Registration Date is: 21.09.2021, and the Date for the Ex-date 20.09.2021.

 

5.      Approval of the date of 22.09.2021. as the date of crediting the financial instrument accounts opened in the Central Depository system of the preferential rights, respectively the Payment date, in accordance with art.173 paragraph 9 and art.178 paragraph 4 of ASF Regulation no.5/2018.

 

6.      Approval of the empowerment, with the possibility of substitution, of Mr. Cosmin Malureanu, Sole Administrator, to carry out all formalities and procedures in order to carry out the resolution of the EGMS and to sign all necessary documents in relations with the Trade Register Office, the Official Monitor, the Financial Supervisory Authority, the Bucharest Stock Exchange and any other institutions, including the hiring of a specialized company to draw up the prospectuses of the issues in accordance with this resolution and to obtain the ASF approvals or any other approvals, acts or contracts required by law in order to carry out this resolution. Him, in turn, may delegate these tasks to one or more persons it deems appropriate, including lawyers.

 

 

 

INSTRUCTIONS REGARDING THE OGMS AND EGMS

from the 28th (29th) of August 2021

Participation at the OGMS and EGMS

The reference date for the OGMS and EGMS is 16.08.2021. Only shareholders registered at this date in the Shareholders' Registry held by the Central Depository will be able to participate and vote at these general meetings.

 

The share capital of Ascendia S.A. consists of 1,444,444 nominative, ordinary and dematerialized shares, each share held giving the right to a vote in the general meetings.

 

Shareholders may participate in the OGMS and EGMS directly or may be represented by other persons, under the terms of the law and according to the Articles of Incorporation, or may vote by correspondence. In all these situations, the documents listed below are required, with the mention that in case of correspondence voting (online or printed correspondence), the identity documents will be sent in copy according to the original, under the handwritten signature of the shareholder.

 

All documents submitted in the name of the shareholders, as well as copies of the original documents, will be kept by Ascendia S.A.

 

Note: Should any difference be noted between the contents of the documents published in English and the documents published in Romanian related to the OGMS and EGMS, the Romaninain language documents contents will prevail.

 

The necessary documents for participation in the OGMS and EGMS for natural persons are:

- If he participates directly: a) a simple proof of the identity, made with the identity document, in the original;

- If another natural person is represented: a) a copy of the identity document of the represented person, b) the identity document of the authorized person, in original, c) notarial authorization signed by the represented person as well as d) the special power of attorney by Ascendia SA, in original;

- If a legal person is representing the natural person: a) a copy of the identity document of the represented person, b) an official document attesting the quality of the legal representative (certificate issued by the Trade Register within the validity term or other proof issued by a competent authority, in the original), c) the identity document of the representative of the authorized representative, in the original, and d) the special power of attorney document provided by Ascendia SA, in original.

 

The documents required for participation in the OGMS and EGMS for legal entities are:

- If it is represented by the legal representative: a) an official document attesting to such a quality (certificate issued by the Trade Register during the term of validity or other proof issued by a competent authority in original) and b) the identity document of the legal representative , in original;

- if he is represented by a person other than the legal representative: a) an official document attesting to the quality of the legal representative (certificate of attestation issued by the Trade Registry within its validity period or other proof issued by a competent authority, in original); the identity document of the legal representative, c) the representative's identity document, in original, and d) the special power of attorney document provided by Ascendia S.A.

 

Voting through OGMS and EGMS representatives

For voting through representatives, Ascendia S.A. makes special powers of attorney (documents) available to shareholders starting from 28.07.2021.

In order to be considered valid, the special power of attorney filled in by the shareholders will include the information provided in the special power of attorney form provided by the company, specifying the vote for each item on the agenda.

After completing and signing the special power of attorney (in 3 original copies - one copy of the power of attorney will be forwarded to Ascendia S.A., one will be handed to the representative and the third copy will remain with the shareholder.), under penalty of losing the right to vote, the documents will be forwarded to Ascendia S.A. to be verified and to also check if all legal conditions are met, before the OGMS and EGMS.

The deadline for receiving the documents at Ascendia S.A. is 27.08.2021, 11:00 (Romanian time), following the procedure described below:

 

a)      If sending of printed form is chosen, a copy of the power of attorney, together with the documents mentioned as required for participation in the OGMS and EGMS and specified in the power of attorney, will be delivered / sent to the company's headquarters in Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania.

b)      If opting to send by e-mail, the power of attorney will be transmitted as a signed document with electronic signature, according to Law no. 455/2001 regarding the electronic signature, to the email address: investors@ascendia.ro. In the case of the electronic transmission of the power of attorney, electronic counter-signed (scanned and then signed with digital signature) will also be required for the documents mentioned as needed for participation in the OGMS and EGMS, which will also be send.

 

Also, the representation of the shareholders in the general meeting can also be done on the basis of a general mandate letter. Through this general mandate, the represented shareholder gives his / her representative the opportunity to vote on all aspects of the debate of one or more general meetings, including the documents under review, without specific voting instructions from the shareholder.

 

In order to be considered valid, the general mandate letter must include at least the following information:

  1. name / name of the shareholder;
  2. the name / name of the representative (the person empowered);
  3. the date of empowerment, as well as the period of its validity, in compliance with the legal provisions; the powers given with a later date have the effect of revoking the previously dated given powers;
  4. specifying that the shareholder empowers the representative to participate and vote on its behalf by giving general authorization to the general meeting of shareholders for the full ownership of stocks the shareholder holds at the reference date, with the express specification of the company (s) for which that general authorization is used; either individually or through a generic wording relating to a particular category of issuers.

 

At the same time, general empowerment will only be valid if granted by the shareholder as a client to an intermediary (financial investment services companies authorized by ASF, credit institutions authorized by BVB in accordance with the applicable banking legislation, as well as entities of their nature authorized in the Member States or non-member to provide investment services and activities) or to a lawyer, for a period of maximum 3 (three) years, according to the provisions of art. 92 para. (13) of Law no. 24/2017.

 

The shareholders may not be represented in the general meeting of shareholders on the basis of a general mandate letter by a person that is in a situation of conflict of interest, in particular in one of the following cases:

a)      is a majority shareholder of ASCENDIA S.A. or another person controlled by that shareholder;

b)      is a member of a management, management or supervisory body of ASCENDIA S.A., a majority shareholder or a controlled person, in accordance with the provisions of let. a).

c)      is an employee or auditor of ASCENDIA S.A. or of a majority shareholder or a controlled entity, in accordance with the provisions of let. a);

d)     is the spouse, relative or affin to the fourth degree of one of the natural persons referred to in let. a)-c).

 

The empowered person may not be substituted by any other person unless that right has been expressly conferred on the shareholder by the power of attorney. Where the person empowered is a legal person, he may exercise his mandate through any person who is part of his or her management or management body or its employees.

 

The deadline for receiving the general mandate letter at Ascendia S.A., subject to the penalty of losing the voting right, is 27.08.2021, 11:00 (Romanian time), following the procedure described below:

a)      If sending of a printed copy is chosen, a copy of the power of attorney including the mention of compliance with the original under the signature of the representative, accompanied by the documents set as necessary for participation in the OGMS and EGMS and specified within the mandate, if any, shall be deposited / sent to the offices of the company from Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania.

b)      If opting to send by e-mail, the general mandate letter will be transmitted as a signed document with electronic signature, according to Law no. 455/2001 regarding the electronic signature, to the email address: investors@ascendia.ro. In the case of the electronic transmission of the general mandate letter, electronic counter-signed (scanned and then signed with digital signature) will also be required for the documents mentioned as needed for participation in the OGMS and EGMS, which will also be send.

 

The general mandate letter will cease by:

a)      revocation written by its principal shareholder forwarded to ASCENDIA SA in printed form or by e-mail in accordance with the aforementioned procedure no later than 27.08.2021 at 11:00 – Romanian time (deadline for depositing the mandates) drafted in Romanian or in English; or

b)      the loss of the shareholder's title to the reference date applicable to the general meeting (16.08.2021); or

c)      the loss of the status of intermediary or attorney of the trustee (empowered person).

 

 

The Vote by Correspondence

 

Shareholders registered at the reference date have the option to vote by email before the OGMS and EGMS until the deadline of 27.08.2021, 11:00 (Romanian time) - the date of receipt by Ascendia S.A. of their vote, by using the correspondence voting form made available to the shareholders starting from 28.07.2021. For voting by correspondence, the following system will be used:

a)      If sending of printed form is chosen, the voting forms will be submitted / sent to the company headquarters in Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania by the mentioned deadline. The correspondence voting form shall be considered valid only if it is accompanied by the documents required for participation in the OGMS and EGMS.

b)      If opting to send by e-mail, the correspondence voting forms may be sent, by means of signed documents with electronic signature, according to Law no. 455/2001 regarding the electronic signature, at the e-mail address investors@ascendia.ro, till the mentioned dedline. In the case of the electronic submission of the voting form, in order to be considered valid, also the digital counter-signing will be required (scanned than ditally signed) for the documents mentioned as needed for participation in the OGMS and EGMS.

 

Starting with 28.07.2021, the special power of attorney forms for OGMS and EGMS, respectively those for exercising the right to vote by correspondence, can be obtained from Ascendia S.A. - Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania or can be downloaded from the company's website (www.ascendia.ro), from the Investors section.

 

Statutory conditions regarding the shareholders' proposals regarding the OGMS and EGMS

According to the legal provisions and the Articles of Incorporation, one or more shareholders, who hold individually or together at least 5% of the share capital, have the right within 15 days from the date of publication of the convocation:

a)      to add new items on the agenda, provided that each item is accompanied by a justification or a draft resolution proposed for approval to the ordinary or extraordinary general meeting, to be transmitted at the company's registered office - Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania;

b)      to submit draft decisions for the items included or proposed to be included on the agenda, proposals that will be made in writing and sent to the company's headquarters - Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania.

 

Shareholders' proposals and documents attesting to the fulfillment of the conditions for the exercise of these rights shall be transmitted by the specified dates using one of the following forms of transmission:

a)      as original document (handwritten), by post or courier services, in a closed envelope marked "Proposal of new items on the agenda for the OGMS/EGMS " at Ascendia S.A. - Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania;

b)      as a signed document with extended electronic signature, according to the Law no. 455/2001 regarding the electronic signature, by e-mail having as topic "Proposal of new items on the agenda for the OGMS/EGMS" at: investors@ascendia.ro.

 

If the case, the revised agenda will be published by 13.08.2021 in accordance with the legal provisions in force.

 

 

 

 

 

Resources available to shareholders and questions about the OGMS/EGMS

 

The Convening Notice and the resources to be discussed will be available for consultation starting with 28.07.2021 at the working point of the company from Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania and on the company website (www.ascendia.ro), at the Investors section..

 

The Company’s shareholders may submit written questions on agenda items, together with identification documents of the shareholder, no later than the day before the OGMS and EGMS. The company can also respond by posting the answer on the company's website (www.ascendia.ro), for questions with the same content, a general answer by the company may be offered. Shareholders' questions will be sent in writing, either by post or courier services at the above-mentioned offices, or by electronic means (at: investors@ascendia.ro).

 

Additional information can be obtained directly at Ascendia S.A. from Halelor St. No. 7, 3’rd Floor, Sector 3, Bucharest, Romania or tel +0371.089.200, Monday to Friday, between 11:00 - 17:00, until 27.08.2021

 

Notes on the Covid19 context:

 

  1. We recommend that you exercise your voting rights either by correspondence or by online means, following the instructions in this paper.
  2. We mention that the activity of the company is  mainly under the „work from home regime.

 

SOLE ADMINISTRATOR OF ASCENDIA S.A.

Cosmin Malureanu

 

--------------------------------------------------------------

 

 

 

 

 

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved