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TRANSILVANIA CONSTRUCTII SA - COTR

Notice of EGSM as at 04.27.2020

Release Date: 3/25/2020 6:30:05 PM

IRIS Code: 598FB

CURRENT REPORT

 

AS PER 03/25/2020

 

SC TRANSILVANIA CONSTRUCTII SA

47 Taietura Turcului Street, 3rd floor,  Cluj-Napoca

Market where securities are traded: Bucharest Stock Exchange category: standard

 

Tax code: RO 199044

Subscribed and paid up share capital: RON 26,391,783

Reg. no. with the Trade Register: J12/8/1991

 


THE ADMINISTRATION BOARD OF TRANSILVANIA CONSTRUCTII SA

, registered with the Trade Register number J12/8/1991, Tax Code: 199044, subscribed and paid up share capital: RON 26,391,783, with headquarters in Cluj Napoca, 47 Taietura Turcului street, 3rd floor, gathered on 03/25/2020 at company headquarters:

 

CONVENES


THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS under the Article 113 of Law 31/1990, at the company's registered office, for April 27th, 2020 at 13.00, for all shareholders registered in the Shareholders Register managed by SC Depozitarul Central SA at the end of April 16 th , 2020, set as the reference date with the following agenda:


1.Mandate of the Board of Directors for contracting of bank credits up to the maximum ceiling of EUR 30,000,000 .Management of the Board of Directors for establishing the guarantees necessary for the contracting of these credits.


2. Mandating the Board of Directors for the renegotiation and the restructuring of the loan portfolio already committed by the company, including for modifying or supplementing the guarantees offered by the company to the funders.

3.Approval the date of May 22, 2020 as the date of registration.

4. To mandate a person to publish the decisions in the Official Monitor, signing the documents and making the necessary registrations to the Trade Register Office and other competent institutions

5. Approval of the date of May 21, 2020 as „ex-date”.


At EGMS are entitled to participate and vote all shareholders registered in the Shareholders' Registry held by Central Depository SA at the end of April 16, 2020, considered as the reference date. Shareholders can participate and vote at AGEA individually or through representatives, in accordance with the law, with special proxies in Romanian or English. Shareholders can be represented by other persons than the shareholders of the company. Special proxies, both in Romanian and in english can be obtained from 27.03.2020 from the company's headquarters or from the company's website, www.transilvaniaconstructii.ro and will be submitted at the company's headquarters in Romanian or in English, or by e-mail , at office@transilvaniaconstructii.ro until April 24, 2020, at 13 o'clock.


Shareholders may award a general power of attorney valid for a period not exceeding three years, allowing the appointed representative to vote on all aspects of the General Shareholders' Meeting of the Company's Shareholders, including the mandatory acts, provided that the proxy empowerment)to be given by the shareholder, as a client, to an intermediary defined in Article 2, paragraph 1, point 20 of Law No 24/2017, or to a lawyer.


Shareholders may not be represented in the General Meeting of Shareholders on the basis of a general power of attorney by a person in a situation of conflict of interest in accordance with the provisions of Art. 92 paragraph 15 of Law 24 / 2017. The general proxies, prior to their first use, shall be filed with the Company 48 hours before the General Assembly, in copy, including the mention of conformity with the original under the signature of the representative. Certified copies of the powers are retained by the company, mentioning it in the minutes of the AGEA.


One or more shareholders representing individually or together at least 5% of the share capital are entitled:

- to introduce, by written request, items on the EGM's agenda within 15 days from the date of the publication of the convocation, respectively until 13 April 2020, provided that each item is accompanied by a justification or by a draft resolution proposed for adoption by the EGMS.

 

-to submit, in writing, draft decisions for the items included or proposed to be included on the EGM's agenda by April 13, 2020 at the latest.

 

Each shareholder has the right to ask questions in writing regarding the items on the agenda of the EGMS until the date of the meeting, and will be answerable to the EGMS.


Starting with March 27, 2020, the EGMS convocation (both in Romanian and in English), the informative materials related to the issues included on the EGMS agenda (in both Romanian and English), the draft decision (both in both Romanian and English), the correspondent voting form (in both Romanian and English) will be able to consult and procure from Monday to Friday between 10 and 13 from the company's headquarters or can be accessed on the company's website www.transilvaniaconstructii.ro


Shareholders registered with the Shareholders' Registry on the reference date can express and transmit the vote on the items on the agenda of the EGMS and by correspondence (according to the procedure), by courier, in writing so that it is received by the date and the time of the EMGS start, respectively April 27, 2020, 13.00. The ballot correspondence can be completed either in Romanian or in English

 

If the conditions for validity are not met at the first convocation, the second convocation of the EGMS is set for April 28, 2020, with the same agenda, at the same time and at the same address.

 

 

Chief Financial Officer

Timofe Andrei Iancu



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