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| October 18, 2021 |
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TURBOMECANICA S.A. - TBM

Notice of OGSM for August 26, 2021

Release Date: 7/22/2021 8:10:47 AM

IRIS Code: F0E18

CURRENT REPORT

No. 12 of 21.07.2021

 

The current report in conformity with art 143 of ASF Regulation no. 5/2018

 

Reporting date: 21.07.2021

Name issuing entity: TURBOMECANICA SA

Headquarters: Bucharest, 244 Iuliu Maniu Blvd., district 6

Phone no.: 021 434 32 06 021 434 07 41  facsimile: 021 434 07 94

Unique Registration Code with the Trade Registry Office: RO 3156315

Registration number with the Trade Registry: J40/533/1991

LEI Code 529900O5AIXHHACIZH85

Subscribed and integrally paid in capital: 36.944.247,50 lei

Regulated market where the issued receivables are traded: Bucharest Stock Exchange

Capital Titles Tier Standard Shares

 

I. Important events to be reported 

 

 

1.      The Board of Directors of the Company TURBOMECANICA SA has adopted the decision no. 143/21.07.2021  whereby it was approved convening the Ordinary General Meeting of Shareholders in order to approve the Company’s remuneration policy for the Board of Directors’ members and executive Directors and other ancillary  issues  on 26.08.2021 hours 11at the Company’s registered offices in Bucharest Bd Iuliu Maniu no 244 District. Also, the Board of Directors hereto approves all the documents to be submitted for shareholder’s decision and all the draft documents which are to be provided to the shareholders and/or communicated to the regulatory bodies, as follows: current report on the OGMS calling, draft power of attorney in Romanian and English language, draft OGMS decisions.

 

 

The Board of Directors of the Company TURBOMECANICA S.A., with headquarters in Bucharest Bd Iuliu Maniu nr 244 sector 6  incorporated under no  J40/533/1991, CUI 3156315, in accordance with the  provisions of the Law no 31/1990 as republished with subsequent modification and  amendments and of the Law  no. 24/2017 , gathered on 21.07.2021 has decided to call on 26.08.2021 hour 11 in the Protocol Hall of Turbomecanica SA  located in Bucharest Bd Iuliu Maniu no.244 sector 6  THE  ORDINARY GENERAL MEETING OF SHAREHODLERS  registered in the shareholders’ registry at the end of the day  of  16.08.2021.

 

The ordinary general meeting will have the following agenda:

 

1.      Approval of the Remuneration policy for the Board of Directors’ Members and Executive Directors of the Company

2.      Approval of the elimination of the adjustment related to the implementation for the first time of IAS 29 “Financial reporting in hyperinflationary economies” from the company's own capitals (until December 31, 2003 capital adjustments were made in order to reflect the application of IAS 29)

3.      Approval of the registration date for the purpose of identifying the shareholders  for whom the  decision of the general meeting of shareholders produces effects, being proposed the date of 27.09.2021.

4.      Establishing  the date of 24.09.2021  as ,,ex date", the calendar day from which the shares issued by TURBOMECANICA S.A., object of the Decisions of the ordinary general meeting of Shareholders  are to be traded without the rights deriving out of that decision;

5.      Empowering the President of the Board of Directors to sign the minutes and the decision of the -ordinary general meeting of shareholders and the company’s legal counsellor to fulfill the formalities necessary for registering it with the Trade Registry Office and for publishing the decision of the ordinary general meeting of shareholders in the Official Gazette, Part IV.

 

In case  at the first call  the  legal conditions for the quorum  are not being  fulfilled, the ordinary general meeting of shareholders  shall be again convened for  27.08.2021  hours 11 in the same place with the same agenda.

 

The shareholders registered with the Central Depository  as shareholders  as of 16.08.2021, which is the reference date of the meetings as per the evidences issued by Central depository SA    may participate to the general meeting directly or may be represented at the meeting either by their legal representatives or by other representatives who were granted a special or general power-of-attorney, under the conditions of art. 92 para 19 of Law no. 24/2017 on  financial instruments issuers  and market operations.

The minimum content of the power-of-attorney is as per art. 201 of ASF Regulation no. 5/2018.  The preprinted form of the special power-of-attorney, in Romanian and English language, may be obtained upon request from the company’s headquarters or it can be downloaded from the web site https://turbomecanica.ro/adunarea-generala-a-actionarilor/, starting with the date of 26.07.2021.

The shareholders may grant a general power-of-attorney valid for a period which will not exceed 3 years, allowing its representative to vote in all aspects under debate in the general meetings of shareholders of one or several companies identified in the power-of-attorney, including as regards  to dispositive  documents, given that the power-of-attorney is granted by the shareholder, as a client, to an agent defined as per the provisions of the Law no 24/2017 on  financial instruments issuers  and market operations, or to a lawyer.

The shareholders may not be represented in the general meetings of shareholders based on a general power-of-attorney by a person found in a situation of conflict of interests that may occur especially in one of the following cases:

a) he/she is a majority shareholder of the company or another entity controlled by the respective shareholder;

b) he/she is a member of a body of administration, management or surveillance of the company, of a majority shareholder or an entity controlled as per those provided at letter a);

c) he/she is an employee or auditor of the company or of a majority shareholder or an entity controlled as per those provided at letter a);

d) he/she is the husband, relative or affinitive up to the fourth degree including of one of the natural persons provided at letters a)-c).

The proxy may not be substituted by another person. If the proxy is a legal entity, it may exercise it mandate by means of any person who is a part of the administration or management body or of its employees. 

The deadline for submitting the powers-of-attorney is 24.08.2021, 11 a.m. hours. One signed copy of the power-of-attorney, containing the mention of conformity with the original, signed by the representative (in Romanian or English language) together with a copy of the identity card or the registration certificate of the represented shareholder will be submitted at the company’s headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6,  or may be sent via e-mail with the extended electronic signature at the email address office@turbomecanica.ro.  Certified copies of the powers of attorney are withheld by the Company this being mentioned in the minutes of the shareholders’ meeting.

 

The shareholders may empower  a credit institution which provides custodian services  on the basis of a special power of attorney  drafted under ASF Regulation no. 5/2018 and signed by the respective shareholder  which shall be  delivered together with a statement  given on its own responsibility of the custodian institution  which was so empowered  where it shall be mentioned that:

i) the credit institutions  provides  custodian services for the respective shareholder;

ii) the instructions from the special power of attorney  are identical  with the instructions received through the SWIFT message  received by the credit institutions in order to vote  in the name of that shareholder;

iii) the special power of attorney is signed by the respective shareholder.

 The Special Power of attorney and the statement mentioned above shall be submitted at the Company’s headquarters from Bucharest, Bd Iuliu Maniu no 244, District 6,, in original, signed and if applicable, stamped, or they can be sent by email with extended electronic signature attached at office@turbomecanica.ro.

 

The shareholders registered on the reference date in the shareholders registry have the possibility to vote by correspondence, before the General Meeting of Shareholders, by using the preprinted form of correspondence vote, in Romanian or English language. The preprinted form of correspondence vote signed, in original, or bearing the extended electronic signature, together with a copy of the identity card or the registration certificate of the shareholder, will be sent in original to its headquarters until 24.08.2021, up to 11 a.m. hours. Under the provisions of art 92 para 20 of the Law no 24/2017  in case  a shareholder whom has expressed its vote  by correspondence  participates personally  or by proxy in the general meeting , the correspondence vote  expressed for that general meeting will be annulled, being considered only  the personal or by proxy expressed vote. 

 

Legal entities shareholders shall evidence the legal representative quality by a certificate issued by the trade registry presented in original or certified copy or any other document in original or certified copy issued by the competent authority in the state where the shareholder is duly registered which mentions the quality as legal representative. The documents in this respect shall be issued with maximum 3 months before 26.07.2021.

The documents which attest the quality of legal representative drafted in a foreign language other than English Language shall be accompanied by a translation, by an authorized translator, in Romanian or English language, without other additional formalities.

The documents, materials regarding the agenda, draft decision and the correspondence vote form, available in both English and Romanian languages  shall be at the shareholders’ disposal to be analyzed and, if the case might be, amended as per the provisions of art 117 para 6 of the Law no 31/1990  starting with 26.07.2021, 10 a.m. hours, at Company’s   headquarters in Bucharest, Bd Iuliu Maniu no 244, District 6, at Company’s secretariat during business days and on the website o the Company https://turbomecanica.ro/adunarea-generala-a-actionarilor/.

 

The shareholders holding individually or jointly at least 5% of the social capital has/have the right:

(i) to insert new items on the agenda of the Extraordinary/Ordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft decision proposed to be adopted by the general meeting; and 

(ii) to submit draft decision for the items included or proposed to be included on the agenda of the general meeting.

These rights may be exercised in writing until 09.08.2021.

The company’s shareholders may raise questions, in writing, concerning the items on the agenda, and they must be submitted at the company’s headquarters or by email at the email address zaira.bamberger@turbomecanica.ro  together with copies of the documents allowing the identification of the shareholder until 24.08.2021, 11.00 hours.

 

2.       The company informs the shareholders that it will strictly apply all the recommendations and regulations in force at the date of the general meeting of shareholders, regarding the number of participants in events held indoors, depending on the express decisions taken by the competent authorities.

 

We hereby specifically and expressly inform the Company's shareholders that participation in public events / meetings held indoors, under the conditions imposed by the authorities at that time, exposes participants to a possible contamination with SAR-CoV-2 coronavirus, may be a risk for which the Company and / or its management cannot be held liable.

 

In consideration of the measures requested by the Company and to ensure the proper conduct of general meetings of shareholders, taking into account the applicable legal provisions on the current epidemiological situation in Romania, if the General Meeting of Shareholders can not be held by the physical presence of shareholders, as a result of the express decisions adopted by the authorities, the Company has taken all measures to hold the General Meeting of Shareholders by voting by mail and, where appropriate, by expressing the vote by using electronic means of data transmission, according to legal provisions .

 

Thus, considering the provisions of the constitutive documents of TURBOMECANICA SA, as well as those of Law no. 31/1990 regarding the commercial companies, Law no. 24/2017 on issuers of financial instruments and market operations, Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations and the Regulation of the Financial Supervisory Authority no. 5/2020 for the adoption of measures regarding the conduct of general meetings of issuers during the existence of the state of emergency generated by COVID-19, we especially ask shareholders and investors convened at the General Meeting of Shareholders on April 27th 2021 to analyse supporting materials for points from the agenda of the ordinary general meeting of shareholders available on the Company's website www.turbomecanica.ro.

In the current context TURBOMECANICA SA management strongly recommends to its shareholders, to the extent possible:

·        to get  the supporting materials for  OGMS  in electronic format, available on the company’s website, rather than in hardcopy at the Company’s offices; 

·        to vote by correspondence by using the correspondence voting ballot;

·        to use all electronic communication means such as email, rather than the mail or courier at the Company’s offices, when submitting (i) proposals with respect to adding new items on the  OGMS  agenda, (ii) draft resolutions, (iii) written questions before  OGMS, (iv) the powers of attorney for representation in the  OGMS or (v) the correspondence voting ballot.

 

 

RADU VIEHMANN

 

President of the Board of Directors

 

 

 

 



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