CURRENT REPORT
according to the A.S.F. Regulation no. 5/2018 regarding issuers and operations with securities
and Law no. 24/2017 regarding issuers of financial instruments and market operations
Date of the report: 23.03.2023
Name of the issuer: ELECTROAPARATAJ S.A.
Registered office: Targoviste, Calea Campulung street no. 121 (C7); Dambovita County
Telephone/fax number: telephone 0245.217.981
The unique registration code at the Trade Registry Office: RO 51
Order number in the Trade Register: J15/80/2011
Subscribed and paid-up capital: 4.667.688,9 lei
The regulated market on which the issued securities are traded: Bucharest Stock Exchange
Important events to report
a) in the control over the issuer, including changes in the control of the entity that holds control over the issuer, as well as changes in the agreements regarding the control. It's not necessary.
b) Acquisitions or substantial disposals of assets. It's not necessary.
c) Insolvency procedure, respectively judicial reorganization or bankruptcy. It's not necessary.
d) Other events: Convocation of the Ordinary General Meeting for the approval of the Financial Statements for the year 2022
The board of directors of ELECTROAPARATAJ S.A. with registered office in Targoviste Municipality, Calea Campulung street no. 121, C7, Dambovita County, registered at the Trade Registry Office attached to the Dambovita Court under no. J15/80/2011, having the Fiscal Identification Code RO 51 and the Unique European Identifier ROONRC.J15/80/2011 ("the Company"), informs all the Company's shareholders and interested investors that, in the legal and statutory meeting held on of 23.03.2023, the Board of Directors of the ELECTROAPARATAJ S.A. Company, according to Decision no. 1/23.03.2023 of the Board of Directors,
in exercising the powers provided for in art. 117 et seq. from Law no. 31/1990 on companies, republished and with subsequent amendments, and the prerogatives conferred by the Company's Articles of Association in art. 11.1. – 11.8,
convenes the Ordinary General Meeting of the Company's Shareholders on 27.04.2023, at 11:00 a.m., at the address in the Municipality of Bucharest, Pierre de Coubertin Boulevard no. 3-5, Office Building, 6th floor, District 2, for the Company's shareholders, registered in the shareholders' register at the end of 18.04.2023 (reference date).
ELECTROAPARATAJ S.A.,
Through the General Manager,
Gheorghe Chitu
CONVENING NOTICE
The board of directors of the company ELECTROAPARATAJ S.A., with registered office in Targoviste Municipality, SCalea Campulung street no. 121, C7, Dambovita County, registered at the Trade Registry Office attached to the Dambovita Court under no. J15/80/2011, having the Fiscal Identification Code RO 51 and the Unique Identifier at European Level ROONRC.J15/80/2011 ("the Company"), legally and by statute met on 23.03.2023, based on Decision no. 1/23.03.2023 of the Board of Directors, convenes the Ordinary General Meeting of the Company's Shareholders on 27.04.2023, at 11:00 a.m., at the address of: Municipality of Bucharest, Pierre de Coubertin Boulevard no. 3-5, Office Building, 6th floor, District 2, with the following agenda:
1. Presentation and approval of the Management Report of the Company's Board of Directors for the year 2022.
2. Approval of the discharge of management of the Company's administrators for the activity carried out in the financial year of 2022.
3. Presentation of the Financial Auditor's Report on the Financial Statements for 2022.
4. Presentation and approval of the Financial Statements for the year 2022.
5. Approval of the distribution of the financial result recorded by the Company.
6. Approval of the activity program and the revenues and expenditure budget for the year 2023.
7. Approval of the Annual Report, in accordance with the provisions of art. 65 of Law no. 24/2017 regarding issuers of financial instruments and market operations.
8. Presentation and approval of the Remuneration Report for the year 2022 based on the Remuneration Policy of the Company's managers, in accordance with the provisions of art. 107 of Law no. 24/2017 regarding issuers of financial instruments and market operations.
9. Approval of the shareholders’ registration date. The proposal regarding the date of registration of the shareholders on whom the effects of the decision of the Ordinary Meeting will be reflected, date to be established by the General Meeting, is 23.05.2023.
10. Mandating certain persons to fulfill the publicity formalities.
Only shareholders of the Company, registered in the register of shareholders at the end of 18.04.2023 (record date), may attend and vote at the meeting.
In the event that the required quorum is not met on the said date, the Ordinary General Meeting will be held on 28.04.2023, at the same time and place, with the same agenda.
In application of the provisions of art. 105 par. (23 index 1) and par. (23 index 3) of Law no. 24/2017 on issuers of financial instruments and market operations, the "abstention" position adopted by a shareholder on the items on the agenda of a general meeting of shareholders does not constitute a vote cast.
One or more shareholders representing, individually or jointly, at least 5% of the share capital shall have the right to introduce new items on the agenda of the General Meeting, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the General Meeting.
Shareholders also have the right to submit draft resolutions for items included or proposed for inclusion on the agenda of the Meeting.
Shareholders' proposals for the introduction of new items or draft resolutions shall be submitted in writing to the Company, submitted in person or sent by any form of courier, accompanied by a copy of the shareholder's valid identity document (CI/BI/registration certificate in the case of legal entities), the envelope marked "For the Ordinary General Meeting of Shareholders on 27.04.2023".
Shareholders' proposals for the introduction of new items on the agenda, as well as draft resolutions for items included or proposed to be included on the agenda of the Meeting shall be sent to the registered office of the Company, i.e. at the address: mun. Targoviste, str. Calea Campulung nr. 121 (C7), Jud. Dambovita, postal code 130098, until 12.04.2023.
Shareholders of the Company may address questions concerning the items on the agenda of the Meeting, which shall be submitted in writing to the registered office of the Company, respectively at the address: mun. Targoviste, str. Calea Campulung nr. 121 (C7), Jud. Dambovita, Postal Code 130098, accompanied by a copy of a valid identity document (CI/BI/registration certificate in the case of legal entities), up to and including 25.04.2023, the envelope bearing the words "For the Ordinary General Meeting of Shareholders on 27.04.2023".
The documents and information materials related to the items on the agenda of the Meeting, the draft resolutions, the postal voting form in Romanian or English, as well as the special proxy forms in Romanian or English, can be obtained from the registered office of the Company, at the address: mun. Targoviste, str. Calea Campulung nr. 121 (C7), Jud. Dambovita, Postal Code 130098, Secretary's Office, as from 27.03.2023. The above information will also be available on the Company's website (www.electroaparataj.ro).
Shareholders may attend the meeting in person or by proxy, on the basis of a special power of attorney or general power of attorney, as provided by law. The original of the proxy shall be submitted to the registered office of the Company at the following address: mun. Targoviste, str. Calea Campulung nr. 121 (C7), Jud. Dambovita, postal code 130098, until 25.04.2023, 11:00 a.m.
Proxies may also be sent by e-mail, with an extended electronic signature incorporated, in accordance with Law no. 455/2001 on electronic signature, to office@electroaparataj.ro, mentioning in the subject line: "For the Ordinary General Meeting of Shareholders of 27.04.2023", in compliance with art. 125 para. (3) of Law no. 31/1990, republished, until 25.04.2023, 11:00 a.m..
Shareholders registered on the above date may also exercise their voting rights by correspondence. The ballot form, with notarised signature, may be submitted in person or sent by any form of courier, accompanied by a copy of the shareholder's valid identity document (CI/BI/registration certificate in the case of legal entities), the envelope marked "Postal voting for the Ordinary General Meeting of Shareholders on 27.04.2023", to the address: mun. Targoviste, str. Calea Campulung nr. 121 (C7), Jud. Dambovita, Postal Code 130098, until 25.04.2023, 11:00 a.m.
Further information can be obtained by calling +40245.217.981.
Chairman of the Board of Directors,
Famagusta Management S.R.L.,
by permanent representative,
Mr. Adrian Ioan Rus