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PRODVINALCO S.A. - VAC

Notice of EGSM August 31, 2020

Release Date: 7/28/2020 4:29:53 PM

IRIS Code: 94B5E

                          The current report according to ASF Regulation No.5 / 2018

                                                          2185/28.07.2020

 

Name of the company: PRODVINALCO S.A.

Headquarters: 400230, Cluj-Napoca, no. 2-4 Calea Baciului, Cluj County

Phone: 0040-0372-641.910; Fax: 0040-0372-876.976

Trade Registry Number: J12/68/1991

Individual identification number: 199222

Share capital: RON 3,149.503.4

Symbol: VAC

Legal Stock Market: AERO – BVB

 

I. Important events:

Changes in the control of company: not applicable

Acquisitions and disposals of substantial assets: not applicable

Bankruptcy proceedings: not applicable

Transactions of the kind listed in art. 82 – Law 24/2017: not applicable

Other     events:     CONVOCATION     OF     THE     EXTRAORDINARY     GENERAL     MEETING     OF SHAREHOLDERS

 

By the Decision adopted on July 28, 2020 the Administration Council of PRODVINALCO S.A., headquartered in Cluj-Napoca, at no. 2-4 Calea Baciului, County Cluj, registered with the Trade Register as entry no. J12/68/1991, VAT number RO 199222, registered capital: RON 3,149,503.4 (hereinafter referred to as "the Company") convenes the Extraordinary General Meeting of Shareholders to be held on August 31, 2020 at 2:00 p.m. for all shareholders registered in the Register of Shareholders by the end of the day of August 21, 2020 deemed as the reference date. In the event of failing to meet the requirements of a quorum, the general meeting will be held on September 1, 2020 at the same place, the same time, with the same agenda. The Extraordinary General Meeting of Shareholders will be held at the headquarters of PRODVINALCO SA, located in Cluj-Napoca, at no. 2-4 Calea Baciului Str., Cluj County.

 

The Extraordinary General Meeting of Shareholders will have the following agenda:

 

1.      Ratification of the Decision of the Board of Directors no. 1552 / 15.06.2020, regarding:

   a. Extension of the Global Operating Limit contracted from Banca Transilvania for a period of 12 months, maintaining the current structure of movable mortgages, as well as property mortgages on the following properties owned by the Company, as follows:

     i. Property located in Cluj-Napoca, Calea Baciului no. 2-4, registered in CF no. 282400 Cluj-Napoca

     ii. Property located in Cluj-Napoca, str. Calea Baciului, no. 2-4, registered in CF no. 331844 Cluj-Napoca

     iii. Property located in Cluj-Napoca, str. Primaverii, no. 11A, pp. B1b, inscribed in CF 259021-C1-U8

   b. The empowerment of Mr. Dascal Alexandru Romeo - general manager and Mrs. Ceasca Raluca - financial director, to sign all credit documentation, additional documents, mortgage contracts, as well as any other documents necessary for the management of the Global Operating Limit contracted from Banca Transilvania.

2.      Ratification of the legal acts concluded by the company's management in order to extend the Global Operating Limit, and of the acts establishing the above-mentioned guarantees.

3.      Authorizing the President of the Administration Council / Executive President of the Administration Council to elaborate and sign all the decisions approved in the Extraordinary General Meeting, as well as to make the necessary formalities at the Trade Registry, the Official Journal, ASF and BVB.

 

 

At the General Meeting of Shareholders are entitled to attend and vote only the shareholders registered in the Register of Shareholders on the reference date set for the end of the day of August 21, 2020. In order to attend the and vote at the General Meeting of Shareholders, the shareholders must present the original identity card. In the case of shareholders who are legal persons or entities without legal personality, the capacity of a legal representative is established based on the list of shareholders at the reference date, received from the Central Depository. The documents certifying the capacity of a legal representative drafted in a foreign language other than English will be accompanied by a translation made by a sworn translator into Romanian or English. Legalisation or the apostille on the documents certifying the capacity of a legal representative of the shareholder is not required. The foregoing provisions to prove the capacity of a shareholder applies accordingly to prove the capacity of a shareholder / legal representative of the shareholder proposing the introduction of new items on the agenda of the general meeting of shareholders or who asks the issuer questions regarding the items on the agenda of the general meeting of shareholders.

 

The representation of the shareholders in the General Meeting of Shareholders can also be done by other people than the shareholders. Participation by representative is made on the basis of a special proxy, in accordance with the form provided at www.prodvinalco.ro, or a general proxy, in compliance with art. 92, paragraph 10-13 of the Law no. 24/2017 on issuers of financial instruments and market operations, and art. 200 of the Regulation no. 5/2018 on issuers of financial instruments and market operations.

 

The general proxy is granted for representation in one or more general meetings of shareholders of one or more companies identified in the proxy, which does not contain specific voting instructions from the shareholder. The general proxy must contain the information mentioned on art. 202 of Regulation no. 5/2018. Shareholders can not be represented in the General Meeting of Shareholders based on an general proxy by a person who is in a conflict of interest, as is mentioned in art. 92, paragraph 15, point a-d of Law 24/2017. The general proxy given by a shareholder, as a customer, to an intermediary or to a lawyer, will be accepted by Prodvinalco SA without requesting additional documents regarding the shareholder, according to art. 205 of Regulation no. 5/2018. Before their first use, a copy of the general proxy must be submitted to Prodvinalco SA, 48 hours before the general meeting, including a statement of compliance with the original, signed by the representative.

 

Special proxy can be granted to any person for representation in the General Meeting of Shareholders and contains specific voting instructions from the shareholder issuer. The proxy will be prepared in three copies. A copy of it will be handed over to the attorney-at-fact to prove his / her capacity in the General Meeting of Shareholders, a copy of remains with the shareholder and a copy of the proxy shall be sent in original to  PRODVINALCO SA. A shareholder may appoint by his / her attorney-at-fact one or more alternate representatives to ensure his / her representation in the General Assembly if the appointed representative is unable to fulfil his / her proxy.  In the event that more alternate representatives are appointed by means of a proxy, there shall also be established the order in which they will exercise their proxy.

 

According to art. 208 of Regulation no. 5/2018, the shareholders entitled to attend the Meeting are able to exercise their vote by mail, without being required to attend in person. Voting by mail may be expressed by a representative only if the representative has received from the shareholder a special or general proxy, which must be transmitted to Prodvinalco SA, 48 hours before the general meeting, in copy, including compliance with the original statement signed by the representative. The voting form by mail or special proxy vote must be accompanied by the documents certifying the aforementioned capacity of shareholder and a specimen signature notarized / certified by a notary public or a body authorized for the legalization / certification of signature or may proceed directly to legalization / certification of signature.

         

The special proxy / voting form by mail shall be sent to PRODVINALCO SA no later than the date of August 28, 2020 at 2:00 p.m., or email actionari@prodvinalco.ro, with electronic signature included in compliance with Law 455/2001 regarding the electronic signature. Whatever method of communication is employed, the envelope for the company or the e-mail must contain clearly the mention "special proxy for AGA or "voting form by mail for AGA", as applicable. The shareholders who voted by special proxies or by mail may change their initial voting option or the means of exercising their voting and the last vote cast and recorded until August 28, 2020 at 2:00 p.m. shall be deemed valid. 

 

One or more shareholders, representing individually or jointly at least 5% of the share capital has / have the right to put items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft resolution proposed to be adopted by the general assembly and the right to present draft resolutions for the items included or to be included on the agenda of the general meeting. These rights may be exercised within 15 days from the date of publication of the convocation.

 

Each shareholder has the right to ask questions related to the items on the agenda no later than the date of August 20, 2020. The company will answer the questions no later than the day of the General Meeting of Shareholders. It is considered that an answer is given if the relevant information is available on the website of the company in question and answer format.

 

The proposals / requests can be sent in original to PRODVINALCO SA along with documents certifying the capacity of a shareholder, mentioning on the envelope "for the general meeting of shareholders' or sent via e-mail including the electronic signature in compliance with Law no. 455/2001 regarding the electronic signature, to e-mail actionari@prodvinalco.ro.

 

Considering the current exceptional situation caused globally by the COVID-19 virus the Company PRODVINALCO SA recommends to the shareholders:

 

-          to access and consult the informative materials for the Extraordinary General Meeting of Shareholders, in electronic format, available on the Company's website www.prodvinalco.ro , the Shareholders Section, and to avoid consulting them in physical format at the Company's headquarters.

-          to avoid sending the documents in physical format by post, courier or directly deposited at the Company's headquarters and to use the e-mail address actionari@prodvinalco.ro , using the e-mail with the extended electronic signature incorporated, when submitting proposals regarding the addition of new items on the agenda of the Extraordinary General Meeting of Shareholders, draft decisions, written questions before the Extraordinary General Meeting of Shareholders, proxies for representation in the Extraordinary General Meeting of Shareholders or the voting form by correspondence.

-          to use as a priority the method of voting by correspondence, as an alternative method of participating in the Extraordinary General Meeting of Shareholders directly or through a representative.

 

Also, PRODVINALCO SA informs the shareholders that the Company will apply the restrictions in force at the date of the general meeting of shareholders, regarding the limitation of the number of participants to events held in closed spaces, according to the express decisions adopted by the authorities.

 

The Company warns the shareholders that the participation in public events / meetings held in closed spaces, under the conditions imposed by the authorities at that time, exposes the participants to a possible contamination with the SAR-CoV-2 coronavirus, and the Company PRODVINALCO SA and / or the management of the Company could not be held responsible for such risk.

 

The materials about the items on the agenda, the special  proxy / the voting form by mail, can be obtained from PRODVINALCO SA, starting with July 30, 2020 every working day, between 8:30 a.m. to 3:00 p.m. or from the website www.prodvinalco.ro . Further information can be obtained on the phone no. : 0728.853.315.

 

Executive Chairman of the Administration Council,

Todea Mircea Dorin

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