To: Bucharest Stock Exchange
Financial Supervision Authority
CURRENT REPORT
according to ASF Regulation no. 5 / 2018
Report date: March 22nd 2023
Company name: SOCEP SA
Registered office: Constanta, Port Nou Dana Precinct 34, Constanta county
Phone/fax: 0241/693856; 0241/693759
Unique registration code: 1870767
No. of order in Reg.Com: J 13/643/1991
Trading market: BVB. Standard, SOCP symbol
Share capital: 34,622,275.80 lei divided into 346,222,758 dematerialized registered shares with a nominal value of 0.10 lei/share
Reportable event: convening the OGMS for the date of April 27th/28th2023.
SOCEP S.A. directorate Constanta, registered at the Constanta Trade Registry Office under no. J13/643/1991, CUI RO 1870767, represented by Mr. Dorinel Cazacu - President of the Directorate - in accordance with art. 117 of Law no. 31/1990 republished and amended, convenes the ORDINARY GENERAL MEETING OF SHAREHOLDERS for April 27th, 2023 at 11:00 a.m. at the company's headquarters in the municipality of Constanta, Incinta Port Nou, Dana 34, Constanta county, protocol room, floor 1.
At the general meeting of shareholders, shareholders registered in the shareholders' register at the end of April 12nd, 2023, the day set as the reference date, are entitled to participate and vote.
Agenda:
1. Presentation, debate and approval of the annual financial statements prepared for the 2022 financial year.
2. Approval of the annual report of the financial year 2022.
3. Presentation of the external auditor's report.
4. Presentation and approval of the investments made during the year 2022 and their financing method.
5. Presentation and approval of the report of the Directorate and approval of the discharge of management of the members of the Directorate for the activity carried out in the financial exercise from the year 2022.
6. Presentation and approval of the Supervisory Board report and approval of the discharge of the members of the Supervisory Board for the activity carried out in the 2022 financial year.
7. Approval of the remuneration report.
8. Approval of the income and expenditure budget and the investment program for the year 2023.
9. Approval of the distribution of the net profit of the financial year 2022 in the amount of 40,245,993.32 lei, as follows: reinvested profit reserve: 1,109,402 lei, undistributed profit: 39,136,591.32 lei, dividend: 0
10. Appointment of the financial auditor of the company for a period / mandate of 1 (one) year, respectively from April 29th 2023 to April 29th 2024.
11. Approval of the date of May 18th 2023 as the date of registration according to art. 87 of Law no. 24/2017 regarding issuers of financial instruments and market operations.
12. Approval of the date of May 17th 2023 as ex-date, according to art. 2 of the ASF Regulation no. 5/2018.
13. The power of attorney Ms. Ileana Graur to submit to the Constanta Trade Registry Office the decision of the ordinary general meeting of shareholders and to make the necessary mentions.
If, on April 27th 2023, the quorum conditions stipulated by law are not met, the second meeting will take place on April 28th 2023 at the same time and in the same place, the agenda remaining unchanged.
The deadline for the submission of technical and financial offers for the financial auditor is April 21st 2023, 15.00.
One or more shareholders representing, individually or together, at least 5% of the share capital have the right to introduce new items on the agenda, provided that each item is accompanied by a justification or a draft resolution proposed for adoption .
The proposals regarding the introduction of new items on the agenda, accompanied by the copies of the identity documents of the shareholders, called Initiators, can be submitted to the headquarters of SOCEP SA until April 10th 2023, at 4:00 p.m., the closing time of the company's schedule, in a closed envelope, clearly written: "For the AGOA of April 27th/28th 2023", or sent by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 on electronic signature, until April 10th 2023 at 16:00, to the address socep@socep.ro mentioning in the subject "For the AGOA of April 27th/28th 2023".
The proposals regarding the introduction of new points on the AGOA agenda must be accompanied by copies of the Initiators' identity documents (identity bulletin/card in the case of natural persons, respectively the registration certificate in the case of legal persons, account statement from which the quality of shareholder and the number of shares held) being also necessary that for each point there is a justification or a draft resolution proposed for adoption by the AGOA.
One or more shareholders representing, individually or together, at least 5% of the share capital have the right to present draft resolutions for the items included or proposed to be included on the agenda of the meeting.
The draft decisions for the points included or proposed to be included on the AGOA agenda, accompanied by copies of the identity documents of the Initiators (identity bulletin/card in the case of natural persons, respectively the registration certificate in the case of legal persons, account statement from which the shareholder status and the number of shares held) can be submitted to the headquarters of SOCEP SA until April 10th 2023, at 16:00, in a sealed envelope, with the clearly written mention: "For the AGOA of April 27th /28th 2023", or sent by e-mail with the extended electronic signature incorporated in accordance with Law No. 455/2001 on electronic signatures, until April 10th 2023 at 16:00, to the address socep@socep.ro mentioning in the subject "For the AGOA of April 27th/28th 2023."
The company's shareholders, regardless of the level of participation in the share capital, can submit written questions regarding the items on the agenda, accompanied by copies of their identity documents (identity bulletin/card in the case of individuals, respectively the registration certificate in the case of legal entities, account statement showing the shareholder status), at SOCEP SA headquarters until April 21st 2023, 4:00 p.m., in a sealed envelope, with the clearly written mention: "For the AGOA of April 27th/28th 2023 ”, or sent by e-mail with the extended electronic signature incorporated in accordance with Law no. 455/2001 on electronic signatures, until April 21st 2023, at 16:00, to the address socep@socep.ro, mentioning in the subject line "For AGOA from April 27th/28th 2023."
The access of natural person shareholders, entitled to participate in the general meeting of shareholders, is allowed by simple proof of their identity, made with the identity document.
The representation of the shareholders in the AGOA may be done by persons other than the shareholders, on the basis of a special power of attorney granted for representation in a single general meeting or through a general power of attorney granted for representation in one or more general meetings.
Shareholders who do not have the capacity to exercise, as well as legal entities, can be represented by their legal representatives, who, in turn, can give other people power of attorney for the respective General Assembly.
Powers of attorney can also be sent electronically by e-mail with the extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, until April 24th 2023, at 11.00, to the address socep@socep.ro, mentioning in the subject "For the AGOA of April 27th/28th 2023", and will be submitted in original at the latest on April 24th 2023, 11:00 a.m., either in Romanian or in English, at the company's headquarters, under the penalty of losing the voting exercise in the assembly. The special power of attorney forms can be picked up at the company's headquarters or downloaded from the website www.socep.ro, starting on March 27th 2023. The special proxy form is also available to shareholders in English.
SOCEP SA shareholders registered on the reference date in the shareholder register issued by Depozitarul Central S.A. they have the opportunity to vote by mail, before the AGOA, by using the Mail Voting Form. The voting form can be obtained, starting on March 27th 2023, from the company headquarters or from the website www.socep.ro.
In the case of voting by mail, the Voting Form, either in Romanian or in English, completed and signed and a copy of the shareholder's valid identity document (identity bulletin/card in the case of natural persons, respectively the registration certificate in the case of legal entities ) can be sent to SOCEP SA headquarters until April 24th 2023, 11:00 at the latest, in a sealed envelope, with the clearly written mention: "For the AGOA of April 27th/28th 2023".
Voting forms that are not received at SOCEP S.A.'s registry. until the date and time mentioned above cannot be taken into account for determining the quorum and majority in the AGOA. The voting form by mail is also available to shareholders in English.
The materials regarding the agenda as well as the draft resolutions will be made available to the shareholders at their request at the company's headquarters, the Shareholder Legal Office, or they can be downloaded from the company's website www.socep.ro, starting on March 27th 2023.
President of the Directorate
and
CEO
Dorinel Cazacu