According to Law no. 24/2017 regarding issuers of financial instruments and market operations and ASF Regulation no. 5/2018
ADDRESSEE OF THE REPORT : BUCHAREST STOCK EXCHANGE
ASF ( Supervisory Authority financial )
REPORT DATE : 16.03.2023
NAME OF THE ISSUING COMPANY : SINTEZA SA
HEADQUARTERS : Sos . Exchange no. 35, Oradea BIHOR county
TELEPHONE : 0259456116; 0259444969, FAX : 0259462224
UNIQUE ORC REGISTRATION CODE : 67329
ORDER NUMBER AT ORC : J/05/197/1991
SUBSCRIBED AND PAID-UP SHARE CAPITAL : 9916888.50 LEI
REGULATED MARKET ON WHICH ISSUED SECURITIES ARE TRADED : BVB
IMPORTANT EVENT TO REPORT : CALL FOR ORDINARY GENERAL MEETING OF SHAREHOLDERS for April 27, 2023
BOARD OF DIRECTORS of SINTEZA SA Oradea, with headquarters in Oradea, Sos . Borsului no. 35, Bihor county , registered at ORC Bihor under no. J05/197/1991, having Unique registration code RO 67329 and the subscribed share capital and paid 9916888.50 LEI , met on 15.03.2023 , in in accordance with the provisions of art. 117 of Law no. 31/1990 republished with amendments and Completion later , of Law no. 24/2017, of ASF Regulation no. 5/2018 and of the Act constitutive ,
SUMMONS ASSEMBLY ORDINARY GENERAL MEETING of shareholders on 04.27.2023 hour 12.00 at the headquarters company from Oradea, Sos . Borsului no. 35, having following
1. Presentation and approval of the annual financial statements ended on December 31, 2022, based on the Administrators' Report and the Auditor's Report, for the 2022 financial year;
2. Discharge of administrators for the financial year 2022 ;
3. Approval of the remuneration report of the company's managers for the year 2022;
4. Presentation and approval of the company's income and expenditure budget for 2023 ;
5. Approval of the registration date, 24.05.2023 , according to which the shareholders will be identified on whom the effects of the decisions of the General Meeting will be reflected, in accordance with the provisions of art. 87 of Law 24/2017 and establishing the date of 23.05.2023 as ex-date according to art. 2, letter l of ASF Regulation no. 5/ 2018 ;
6. Authorisation of the president the Board of Administration to sign on behalf of shareholders AGOA decisions and any other documents related to them and to fulfill any act or formality required by law for Register and the implementation of AGOA decisions , inclusive publication formalities and their registration at the Office Register COMMERCE or to any other authority competence (ASF, BVB, Depozitarul Central SA, others entity publicly or private).
President the Board of Administration may delegate all or part of the powers granted above to another people to perform this mandate .
In the event of non-fulfillment of the statutory conditions regarding the holding of the Ordinary General Meeting of shareholders on the indicated day, it will be reconvened for April 28, 2023 at the same time, in the same place and with the same agenda.
Shareholders who have the right to attend general meetings are those who figure in the Register shareholder held by Depozitarul Central SA Bucharest, at the end of April 13 , 2023, considered reference date .
The shareholders registered on the reference date may participate and vote at the general meetings directly or may be represented by persons other than the shareholders, based on a special or general power of attorney granted according to the legal provisions. The shareholders' access to the general meetings is done by the simple proof of their identity, made in the case of natural person shareholders with the identity card, and in the case of legal person shareholders and represented natural person shareholders, with a general power of attorney / special power of attorney, given to the person physical persons who represent them..
The special power of attorney (special power of attorney) or the general power of attorney will be drawn up in three original copies (one for the company, one for the principal and one for the agent) and are available in Romanian and English either at the company headquarters in person or on the web www.sinteza.ro, starting from 27.03. 2023 12 o'clock.
After completing and signing, the copy for the issuer will be submitted in person in the original by 25.04.2023 at 12:00 in a closed envelope with the mention written clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28.04.2023 ” or sent by e-mail with an extended electronic signature, at the company headquarters, accompanied by a copy of the identity document or the registration certificate of the represented shareholder, until 25.04.2023 at 12:00, at the e-mail address email firstname.lastname@example.org.
Proxies will be accepted either in Romanian or in English.
Shareholders registered on the reference date in the shareholders' register have the possibility to vote by mail, before the General Meetings of Shareholders, by using the voting by mail form (in Romanian and or English).
The voting form (bulletin) by mail in Romanian and English can be obtained from 27.03.2023 at 12 o'clock, from the company's headquarters or from the website www.sinteza.ro.
The postal voting form (ballot) in Romanian or English, completed and signed by the shareholder together with all accompanying documents, can be submitted as follows:
a) sent to the company in the original at its headquarters until 25.04.2023 at 12 o'clock in a closed envelope with the mention written clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FROM 27/28.04.2023" with legalization of the signature of to a public notary with a copy of the shareholder's identity document or registration certificate, by any form of courier,
b) sent by e-mail with embedded extended electronic signature according to Law no. 455/ 2001 regarding the electronic signature, until 25.04.2023 at 12 o'clock at the address email@example.com mentioning in the subject "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28.04.2023".
One or many shareholders who own , individually or together , the at least 5% of the share capital have the right to introduce, within no more than 15 days from the date of publication of the convocation, i.e. the date of 10.04.2023, points us on the agenda of the Assemblies general of the shareholders , provided that each point be accompanied by a justification or a draft decision proposed to approval by the assemblies general AGM, which will be sent to the headquarters COMPANY in the written , until 10.04.2023 at 12 o'clock, also they have the right to present decision projects for points included or propitious to be included on the agenda of the AGM, as is possible exercise in the written by transmission to the headquarters the company , until 10.04.2023 12 o'clock .
Requests regarding the introduction of new items on the agenda as well as the draft resolutions for these items shall be submitted to the Board of Directors only in writing, in a sealed envelope with the mention written clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED FROM 27/28.04.2023". The agenda completed with the proposed items will be republished with the fulfillment of the requirements provided by law for convening the General Assembly.
The company's shareholders can ask questions regarding the items on the agenda, until at the latest one working day before the date of the General Assembly, respectively 26.04.2023, to be submitted to the company's headquarters together with copies of documents that allow identification of the shareholder, until the date of 26.04.2023 12 o'clock.
The questions are submitted to the Board of Directors in writing, in the original, in a closed envelope with the mention written clearly and in capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF 27/28.04.2023". The company will respond to questions on the website (in question-answer format) as soon as possible.
The special proxies, the voting form completed and signed in the original, the requests regarding the introduction of new items on the agenda, the questions formulated by the shareholders, will be accompanied by the following documents (a) year in the case of natural persons photocopy of identity document signed for compliance with the original, respectively (b) in the case of legal entities, a photocopy of the identity document of the legal representative, ascertaining certificate issued by the Trade Register, issued no later than 3 months before the date of publication of the convenor of the general meeting of shareholders, in the original or in a copy in accordance with the original.
The share capital of the issuer SINTEZA SA consists of 66,112,590 registered shares, each share giving the right to one vote in the general meeting of shareholders.
The documents, materials regarding the issues on the agenda, the total number of issued shares and voting rights on the date of the convocation, the draft resolutions, the special power of attorney forms and the voting by mail form will also be available in English to the shareholders both at the company's headquarters as well as on the website www.sinteza.ro, starting on 27.03.2023 at 12 o'clock.
Additional information, including information on shareholders' rights, can be found on the website www.sinteza.ro or can be obtained by phone: 0259/444969, on working days, from Monday to Friday between 9:00 a.m. and 1:00 p.m. .
THE PRESIDENT OF THE BOARD OF DIRECTORS