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NATURA QUATTUOR ENERGIA HOLDINGS - SCPS

Notice of EGSM 10(11)/01/2019

Release Date: 12/6/2018 3:58:07 PM

IRIS Code: C742D

No 66/06.12.2018

 

To:       Bucharest Stock Exchange

Financial Supervisory Authorithy

 

Report date: 06.12.2018

Name of the issuing entity: NATURA QUATTUOR ENERGIA HOLDINGS S.A.

Registered office: 5-7 Dimitrie Pompeiu Bvd., HBC2 Building, 6thfloor, Office 1, District 2, Bucharest

Phone/fax number: 40 21.539.46.00 / 40 21.539.46.01

Sole Registration Code with the Trade Registry Office: RO2695737

Order number in the Trade Registry: J40/3315/11.03.2009

Subscribed and paid share capital: 4,556,611RON

Regulated Market on which  the issued securities are traded: Bucharest Stock Exchange

 

Important events to be reported: 

e) Other events:

According to the Regulation 5/2018 on issuers and operation with securities, to the Capital Market Law 297/2004 and to Law 24/2017, we inform you that on 06.12.2018 the Board of Directors of NATURA QUATTUOR ENERGIA HOLDINGDS S.A., decides the convocation of the Εχτραrdinary General Shareholders Meeting for 10.01.2019, 11.01.2019, respectively.

 

Please find attached The Resolution no.1/06.12.2018 of the Board of Directors and the Convening Notice for the Extraordinary General Shareholders Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A.

 

Argyrios Volis

General Manager

 

BOARD OF DIRECTORS OF 

NATURA QUATTUOR ENERGIA HOLDINGS S.A.

DECISION NO. 1 

AS OF 06.12.2018

 

The Board of Directors of Natura Quattuor Energia Holdings S.A., a joint stock company with headquarters in Romania, Bucharest, 5-7 Dimitrie Pompeiu Bvd., HBC2 Building, 6thfloor, Office 1, District 2, registered with the Trade Registry of Bucharest under no. J40/3315/2009, sole registration code 2695737 ("NQEH"), having met today, 06.12.2018, convened by the President of the Board of Directors, according to the provisions of Law 31/1990 regarding companies and of Law 297/2004 regarding capital markets and pursuant to the Articles of Incorporationof NQEH, in the presence of all members of the Board of Directors,

unanimously decide the following: 

1.   Approving the convening of the Extraordinary General Shareholders Meeting of Natura Quattuor Energia Holdings S.A. for 10.01.2019 and of the second convening of the ExtraordinaryGeneral Shareholders Meeting of NQEH for 11.01.2019, in case the quorum requirements are not met at the first convening, at Hotel Minerva-Sala Junona, Str. Gheorghe Manu nr. 2-4, sector 1, Bucuresti, at 16:00 hours for both convening dates, having the agenda of the meeting included in the convening notice attached to this Decision. 

2.   Approving the reference date for the Extraordinary General Shareholders Meetings of NQEH mentioned at point 1 above as being 03.01.2018.

 

This decision was adopted today 06.12.2018 and was prepared in 3 original copies.

Adriana Veizi

 

Ionut Paraschiv

 

Argyrios Volis

 

CONVENING NOTICE 

FOR THE SHAREHOLDERS GENERAL EXTRAORDINARY ASSEMBLY OF 

NATURA QUATTUOR ENERGIA HOLDINGSS.A.

The Board of Directors of Natura Quattuor Energia Holdings S.A., a joint-stock company, established and operating according to the Romanian legislation, with headquarters in Romania, Bucharest, 5-7 Dimitrie Pompeiu Boulevard, HBC2 Building, 6hfloor, Office 1, district 2, registered with the Bucharest Trade Registry under no. J40/3315/2009, having sole registration code 2695737 ("NQEH"), pursuant to art. 117 par. (1) of Law 31/1990 on trading companies, republished and of art. 7 of the Articles of Incorporation of Natura Quattuor Energia Holdings S.A. (the "Company" or "NQEH"),

CONVENES

the Shareholders General Extraordinary Assembly („EGSM”) for 10 January 2019, at 16:00, at Hotel Minerva-Sala Junona, Str. Gheorghe Manu nr. 2-4, sector 1, Bucarest, for all shareholders registered in the shareholders registry at the end of 03 January 2019, considered as reference date. 

With the following agenda:

  1. Regarding the subsidiary company HYGEIA SOIL SRL, approval of the sale of the land of the company Hygeia Soil SRL, at market value, with the condition of signing a lease contract with the buyer for not less than 25 years. The Shareholders of Hygeia Soil SRL are entitled to negotiate and approve with a shareholders resolution the terms of the lease agreement for the land. The sale of the land will not be valid, unless a leasing agreement is signed simultaneously with the new owner. 
  2. Regarding the subsidiary company HYGEIA SOIL SRL, approval of the acquisition of 49% of the equity of the company at nominal value by the subsidiary company CODLEA ALPHA SOLAR SRL. 
  3. Regarding the subsidiary company DEAL PROPERTIES SRL, where NQE Holdings holds directly and indirectly 45% of the share capital of the company, approval of the selling of the participations/loans for a minimum consideration of 140.000 EUR, for both entities that hold shares in Deal Properties (NQE Holdings and NQE HYDRO SRL) (for covering both equity and loan exposure). Any consequent amount below the nominal value of shares and/or loans will be written off.  
  4. Empowering Mr. Argyrios Volis to prepare and sign in the name and on behalf of the Company and to submit any documents and give any necessary statements for the registration/submission/publication of the EGSM resolutions according to the legislation in force. Mr. Volis is entitled to delegate de fulfilment of this mandate to other persons;
  5. Approving the date of 29.01.2019 as the registration date, according to the provisions of art. 86, para. 1 of Law 24/2017. 
  6. Approving the date of 28.01.2019 as the ex date, as it is defined by provisions of NSC Regulation no. 5/2018.

Only persons registered as shareholders at the reference date of 03.01.2019("Reference Date") in the Company’s shareholders registry kept with Depozitarul Central S.A. are entitled to participate and vote in the EGSM.

Shareholders’ proposals related to the EGSM

One or more shareholders of the Company, representing, individually or jointly, at least 5% of the share capital of NQEH (hereinafter called "Initiators") has/have the right to:

(a) introduce items on the agenda of the EGSM, under the condition that each item is accompanied by a justification or a draft of the resolution proposed to be approved by the EGSM and

(b) present draft resolutions for the items included or proposed to be included on the agenda of the EGSM.

The Initiators’ requests for introducing new items on the agenda, as well as the draft resolution for the points included or to be included on the agenda of the EGSM,accompanied by a copy of the Initiator’s valid identity document (in case of individuals-identity card, in case of legal persons – legal representative’s identity card registered in the NQEH shareholders’ list issued by the Central Depository) may be: 

a)   Submitted only in a written form, in person or by courier services, to the Company’s Board of Directors or submitted at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharest, within 15 days as of the publication of the EGSM convening notice but no later than 21.12.2018,in a closed envelope, mentioning "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”.

b)   Sent by e-mail, accompanied by valid identity documents, to the e-mail address info@nqeholdings.com, mentioning as subject: "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”, no later than 21.12.2018

The agenda supplemented with the items proposed by the above-mentioned shareholders will be published according to legal provisions and to the Articles of Incorporation of the Company for the convening of the EGSM no later than 24.12.2018.   

Questions related to the EGSM 

NQEH shareholders, disregarding the level of participation to the share capital, may ask questions regarding the points on the agenda of the EGSM, accompanied by a copy of the shareholder’s valid identity document (in case of individuals-identity card, in case of legal persons – legal representative’s identity card registered in the NQEH shareholders’ list issued by the Central Depository), at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharest,mentioning clearly and in capital letter "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019” until the EGSM date. The answers will be given during the EGSM or will be published on the NQEH website, www.nqeholdings.com

Participation to the EGSM 

The access of the shareholders registered in the shareholders registry as of the Reference Date are entitled to participate to the EGSM by simply proving their identity, made, in case of natural persons, with the valid identity card or, in case of legal persons and of natural persons that attend the meeting by representation (other than legal representatives), with the proxy given to the natural person representing such shareholders, in compliance with the relevant applicable legislation.

Shareholders registered at the Reference Date in the Company's shareholders registry kept by Depozitarul Central S. A. may attend the EGSM in person or by proxy, each shareholder having the right to empower any other natural or legal person as representative in order to participate and vote on his behalf during the EGSM, in compliance with art. 243, paragraph (6)-(64) of Law 297/2004, as further supplemented and amended. 

Board members or officials of NQEH may not represent the shareholders under penalty of nullity of the resolution if, without their vote, the required majority would have not been obtained.

If participating by proxy, the shareholder will appoint a representative by a special proxy, prepared in accordance with the form of special proxy provided to the shareholders by NQEH, both in Romanian and in English, or by a general proxy given according to the below-mentioned conditions:

General Proxy or Special Proxy 

The general proxy is valid only if: (i) it is granted for a period not exceeding 3 years, (ii) it expressly permits a shareholder’s representative who received such a proxy to vote on all issues under debate in the general shareholders meetings of NQEH, including acts of disposal and (iii) it is given by the shareholder, in its quality of customer, to an intermediary, as defined by Law 24/2017, as amended, or to a lawyer. NQEH Shareholders cannot be represented in the EGSM based on a general proxy given to a person who is in a situation of conflict of interest that may arise in particular in the following cases:

a) is a majority shareholder of NQEH, or of another entity controlled by such shareholder;

b) is a member of the administrative, management or supervisory body of NQEH, of a majority shareholder or of a controlled entity as provided in a) above;

c) is an employee or an auditor of NQEH or of a majority shareholder or of a controlled entity as provided in a) above;

d) is a spouse or relative up to the fourth degree inclusively of one of the natural persons referred to in a)-c) above.

The special proxy must contain specific voting instructions for each item on the agenda of the EGSM and the representative is obliged to vote in accordance with the instructions issued by the shareholder who empowered him. The special proxy is valid only for the meeting that was requested for.

The General proxy must contain at least the following information: 1.name/denomination of the shareholder; 2.name/denomination of the representative (the person to whom the proxy is granted); 3.date of proxy as well as its validity period, complying with the legislation in force; the proxies bearing a subsequent date generate the revocation of previously dated ones; 4.the mention that the shareholders gives power of attorney to the representative in order to participate and vote on his/her/its behalf through general power of attorney to the shareholders general meeting for the entire holding of the shareholder as of the record date, specifically mentioning the company/companies for which the respective power of attorney is used. The General proxy ceases according to paragraph 2 of art. 151of NSC Regulation 15/2018. 

A shareholder may appoint only one person to represent him at the EGSM. Nevertheless, if a shareholder holding NQEH shares in several securities accounts, this restriction will not prevent him designating a separate representative for the shares held in each securities account, in relation to a certain general meeting. Nevertheless, he is forbidden to express different votes according to the shares held to the share capital of NQEH. 

The special power of attorneys must contain specific voting instructions for each item on the agenda of the EGSM, and the representative must vote according to the instructions made by the shareholder designating him. 

The special power of attorney is valid only for the meeting for which it was requested. The representative must vote according to the instructions made by the shareholder designating him.

At the same time, a shareholder may designate by proxy one or more alternate representatives to ensure its representation in the EGSM of the representative appointed by a special proxy is unable to fulfill his mandate. In case the proxy provides more alternate representatives, there will be determined the order in which they will exercise their mandate.

In case of the special proxy, an original copy, filled in English or Romanian language and signed by the shareholder, together with a copy of the ID of the shareholder (in case of natural persons - identity card, and respectively for legal persons – identity card of the legal representative, registered in the shareholders’ registry of NQEH issued by Depozitarul Central S.A.), shall submitted or sent by registered letter with confirmation of receipt at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharest, in a closed envelope, mentioning clearly and in capital letter "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019, following that the representative should have with him at the EGSM an original of the special power of attorney. 

The special power of attorney, together with the above-mentioned documents, may be also sent by e-mail incorporating the extended electronic signatureaccording to Law 455/2001 on the electronic signature, accompanied by valid identity documents, at the e-mail address info@nqeholdings.com, mentioning at the subject: "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019.

In case of general proxy, before its first utilisation, a copy of the general proxy having the mention that it is in accordance with the original and having the signature of the representative, together with a copy of the ID of the shareholder (in case of natural persons - identity card, and respectively for legal persons – identity card of the legal representative, registered in the shareholders’ registry of NQEH issued by Depozitarul Central S.A.) shall be submitted or sent by registered letter with confirmation of receipt at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharestin a closed envelope, mentioning clearly and in capital letter "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019, following that the representative should have with him at the EGSM an original of the general power of attorney.

The general power of attorney may be also sent by e-mail incorporating the extended electronic signatureaccording to Law 455/2001 on the electronic signature, accompanied by valid identity documents, at the e-mail address info@nqeholdings.com, mentioning at the subject: "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019.

Certified copies of the general power of attorneys shall be kept by NQEH, this being mentioned in the minutes of the EGSM.

The person who was given a general proxy cannot be replaced by another person. In case the empowered person is a legal person, the legal person can exercise its mandate given to it through any person who is a member of the management or executive body or through its employees.

The shareholders can appoint and revoke their representative by electronic means of data transmission, the revocation starting to be effective and opposable to NQEH if it was received by NQEH until the deadline for the submission/sending the power of attorneys.  

If the person representing the shareholder in the EGSM is different from that who has voted by correspondence, then for the vote to be valid, the representative shall present within the EGSM a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed the vote by correspondence. This is not necessary if the shareholder or his legal representative is present at the EGSM. 

Special provisions related to the general power of attorney 

NQEH will accept a general power of attorney for participation and vote at the EGSM / EGSM, given by a shareholder, as a client, only to an intermediary as defined according to Law 24/2017, as further amended and supplemented, or to a lawyer, without requiring the submission of other documentation relating to such shareholder, if the special proxy is made according to NSC Regulation no. 15/2018, and is signed by such shareholder and accompanied by a statement given by the legal representative of the intermediary or lawyer which received the power of representation by general proxy, showing that:

(i)   the empowerment is given by the respective shareholder, as client, to his intermediary, or as the case may be, to his lawyer;

(ii)the general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, if the case may be.

The statement stipulated under the previous paragraph must be submitted by the issuer in original, signed and, as the case may be, stamped, without complying with other formalities related to its form. 

The statement will be submitted to NQEH together with the general power of attorney, under the terms and conditions mentioned above for the general power of attorney

Vote by correspondence 

NQEH shareholders registered as of the Record Date in the shareholders registry kept by Depozitarul Central SA have the possibility to vote by correspondence by using the correspondence ballots made available to NQEH shareholders both in Romanian and English languages. 

Vote by correspondence may be exercised by a representative only if he has received from the shareholders he represents a special/general power of attorney which is submitted to the issuer according to art. 243, para. (63) of Law 297/2004, as further amended and supplemented. 

In case of voting by correspondence, the voting ballots, filled in in Romanian or English language and signed, together with a copy of the identity card of the shareholder (in case of natural persons - identity card, and respectively for legal persons – identity card of the legal representative, registered in the shareholders’ registry of NQEH issued by Depozitarul Central S.A.) shall submitted or sent by registered letter with confirmation of receipt at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharest, in a closed envelope, mentioning clearly and in capital letter "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019.

The correspondence ballot, together with the above-mentioned documents may be also sent by e-mail incorporating the extended electronic signatureaccording to Law 455/2001 on the electronic signature, accompanied by valid identity documents, at the e-mail address info@nqeholdings.com, mentioning at the subject: "For the Shareholders General Meeting of NATURA QUATTUOR ENERGIA HOLDINGS S.A. as of 10/11 January 2019”no later than 08.01.2019

Other stipulations regarding the EGSM 

In the case of legal persons shareholders and entities without legal personality shareholders,the quality of legal representative will be verified in the Shareholders Registry issued by the Central Depository for the reference date. If documents attesting the quality of legal representative are issued in a foreign language other than English, they must be accompanied by a translation into Romanian or English, performed by a certified translator. The issuer will not require the authentication or apostilation of socuments attesting the quality of shareholder’s legal representative. 

In all cases described above in which there is a reference to the shareholders’ representative who is registered in the shareholders registry issued by Depozitarul Central S.A., if the respective representative is not registered as such in the evidence of Depozitarul Central S.A., for the identification of the representative of the shareholder who is a legal person, an ascertaining certificate issued by the Trade Registry and which is no older than 3 months before the date when the convening notice for the EGSM was published, shall be sent to the Company.

Failing to send the general or special powers of attorney/correspondence ballots until the established date will be sanctioned with losing the right to vote by representative/by correspondence at the EGSM. Special/general powers of attorney/correspondence ballots that do not contain the information mentioned in the form made available by NQEH are not opposable to NQEH. At the same time, the general power of attorneys that do not contain the minimum information as required by law will not be opposable to NQEH.

If on 10 January 2019(date of first convocation of the EGSM)the legal validity conditions for holding the EGSMare not met, the respective EGSM is convened for 11 January 2019at the same place, hour and with the same agenda. 

The documents and the informative materials referring to the points of the agenda of the EGSM, this convening notice, the total number of shares and the voting rights existing at the date of the convening, the special proxies and the correspondence voting forms for the EGSM, as well as the draft EGSM resolution, shall be made available to the shareholders, in Romanian and English language, starting with 07.12.2018, at 5 Bibescu Voda Str., bl. P5A, 2nd Floor, ap.1, District 4, Bucharest, and on the website of the Company, respectively http://www.nqeholdings.com, Investors Relations section). 

As of the convening notice date, NQEH share capital is made up of 45.566.110 nominal shares, each share giving the right to one vote; as a consequence, the total number of votes as of the convening date is of 45.566.110 voting rights.

 

Draft resolutions proposed by the shareholders will be uploaded on NQEH web page as soon as possible, after NEQH receives them

 

Argiris Volis

Member of the Board of Directors



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