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AQUILA PART PROD COM - AQ

Notice of O&EGSM 23.02.2022

Release Date: 1/18/2022 6:26:35 PM

IRIS Code: 4E6E6

TO:                  BUCHAREST STOCK EXCHANGE (BSE)

ADDRESS:       34-36 Carol I Boulevard, Bucharest, postal code 020922

 

                        FINANCIAL SUPERVISORY AUTHORITY

                        Financial Investments and Instruments Sector

Issuers, Transactions Monitoring and Market Abuse Department

15 Splaiul Independentei, district 5, Bucharest

 

REF:                 THE CONVENING OF EXTRAORDINARY AND ORDINARY GENERAL SHAREHOLDERS MEETINGS

 

 

ANNOUNCEMENT AND CURRENT REPORT

 

 

Date of the report:                                        18.01.2022

Name of the issuing company:                     Aquila Part Prod Com S.A.

Headquarters:                                                Ploiesti city, 105A Malu Rosu street,                                                                                   Prahova county, Romania

Telephone number:                                       0244.594.793

Sole identification code:                               6484554

Trade registry reg. no.:                                 J29/2790/1994

Subscribed and paid capital:                         30,000,060 lei

Total no. of shares:                                        200,000,400 shares

Market on which securities are traded:       Bucharest Stock Exchange, Premium Tier

 

 

IMPORTANT EVENT:

 

The board of directors of Aquila Part Prod Com S.A. (market symbol "AQ") convenes the:

·           Extraordinary General Shareholders meeting on 23 February 2022 at 11:00, for the first call and on 24 February 2022 at 11:00, for the second call, which will be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova County, Printex building; and

·           Ordinary General Shareholders meeting on 23 February 2022 at 12:30 for the first call and on 24 February 2022 at 12:30 for the second call, to be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova County, Printex building.

 

The convening notice of General Shareholders meeting together with the agenda are attached to this current report.

 

Catalin Constantin Vasile

CEO

 

 

 

 

AQUILA PART PROD COM S.A.

CONVENING NOTICE

The Board of Directors of Aquila Part Prod Com S.A., a joint stock company managed based on a one-tier system and operating according to Romanian law, with registered office in Romania, Prahova county, Ploiesti, 105A Malu Rosu Str., registered at the Trade Register of Prahova Court under no. J29/2790/1994, tax code 6484554, having a subscribed and paid up share capital of RON 30,000,060 (the "Company"), based on:

-          Decision no. 1 of 17.01.2022 of the Board of Directors

-          art. 117 and the following of Companies Law 31/1990, as republished ("Law 31/1990"),

-          art. 105 of Law 24/2017 on issuers of financial instruments and market operations ("Law 24/2017") and the secondary regulations issued for its enforcement;

-          art. 9 of the Company’s Articles of Association,

CONVENES THE:

I           EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM")

to be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova county, Printex building, for all the persons registered in the Company’s shareholders register kept by Depozitarul Central S.A. as of the Record Date 14.02.2022, entitled to attend and vote at the EGSM:

(a)             on 23 February 2022, starting 11:00 am (Romania time), for the first call;

(b)             on 24 February 2022, starting 11:00 am (Romania time), for the second call if, at the first call, the minimum quorum for validly holding the meeting is not gathered within the time notified by the president of the Board of Directors.

Proposed agenda for the first and the second call of the EGSM:

1.      Amend the Company’s Articles of Association as follows:

1.1         under sentence II of art. 6.1, the wording regarding the option for the shares to be admitted to trading on a regulated market is removed, and the first sentence is removed completely. Thus, art. 6.1 will have the following content:

"The Shareholders Register is kept by Depozitarul Central S.A. or by the entity appointed to operate the shareholders register for the companies the shares of which are admitted to trading on the BSE."

1.2         under sentence II of art. 9.3, the wording regarding the option for the shares to be admitted to trading on a regulated market is removed. Thus, art. 9.3 will have the following content:

"The convening notice, containing at least the information required by law, will be published in Romania’s Official Gazette, Part IV, in a widely spread newspaper and on the Company’s website. The convening notice will also be communicated to the Financial Supervisory Authority and the BSE and will be made public according to capital market legislation".

1.3         art. 14.1 is amended and will have the following content:

" The Company is managed based on a one-tier system, by a Board of Directors formed of five (5) members appointed by the OGSM for a period of maximum 4 years, with the option of being re-elected for subsequent 4-year periods, save for the first members of the Board of Directors who were appointed for a period of 2 years."

1.4         art. 14.2 will be updated by the president of the Board of Directors after the appointment of two new members of the Board of Directors by the Company’s Ordinary General Shareholders Meeting.

1.5         under art. 14.6 the wording regarding the option for the shares to be admitted to trading on a regulated market is removed and it will have the following content:

"The members of the Board of Directors may be elected using the cumulative vote method."

1.6         art. 15.5 is amended and will have the following content:

"The meeting of the Board of Directors is legally gathered if at least three (3) members of the Board of Directors are present or represented and decisions may be made based on the vote of the majority of members of the Board of Directors present or represented at the meeting. In the event of a tie, the President of the Board of Directors will have the casting vote."

1.7         under art. 16.6, the wording regarding the option to extend the structure of the Board of Directors to 5 members is removed and it will have the following content:

"The Board of Directors will set-up at least an Audit Committee and a Nomination and Remuneration Committee."

2.      Approve the share capital increase by RON 150,000,300 (representing issue premiums) from the current value of RON 30,000,060 to RON 180,000,360 by issuing 1,000,002,000 new shares having a nominal value of RON 0.15/share (the "Share Capital Increase") to be distributed free of charge to the Company’s shareholders registered in the shareholders register kept by Depozitarul Central - S.A. as of the record date (each shareholder will receive free of charge 5 newly-issued shares for each share held as of the record date), as well as the following aspects in connection to the Share Capital Increase:

2.1     The Share Capital Increase will be carried out by partially incorporating the issue premiums, to sustain the Company’s current activity.

2.2     Amending the Company’s Articles of Association following the Share Capital Increase, as follows:

2.2.1        Art. 4.1 is amended and will have the following content:

"The Company’s share capital is RON 180,000,360 fully subscribed and paid up, out of which RON 543,381.5 contribution in kind and RON 179,456,978.5 contribution in cash. The contributions in kind consist in assets contributed by the Company’s founders equally within share capital increases approved by shareholders’ decisions made while the Company was organised as limited liability company, and registered at the Trade Register Office accordingly."

2.2.2        Art. 4.2 is amended and will have the following content:

"The share capital is divided in 1,200,002,400 shares with a nominal value of RON 0.15 /share."

2.2.3        Annex 1 is amended and will have the following content:

Shareholder

Number of shares held

Contribution to share capital (RON)

Voting rights/share capital held

Quota of benefits and losses

Alin Adrian Dociu

400,000,800

60,000,120, out of which:

271,690.75 contribution in kind and

59,728,429.25 contribution in cash

33.33%

33.33%

Constantin Catalin Vasile

400,000,800

60,000,120, out of which:

271,690.75 contribution in kind and

59,728,429.25 contribution in cash

33.33%

33.33%

Other shareholders natural and legal persons

400,000,800

60,000,120, contribution in cash

33.34%

33.34%

TOTAL

1,200,002,400

180,000,360

100%

100%

2.3      Grant power of attorney to the Company’s Board of Directors to carry out the Share Capital Increase, as well as to prepare and sign any and all the documents needed for the Share Capital Increase, including for updating the Company’s Articles of Association.

2.4      Approve the following relevant dates in connection to the Share Capital Increase:

2.4.1        11.03.2022 – record date for identifying the shareholders subject to the effects of the decision on the Share Capital Increase;

2.4.2        10.03.2022 - ex date, date starting on which the Company’s shares are traded without the rights derived from the decision on the Share Capital Increase;

2.4.3        14.03.2022 – payment date for the free shares to be issued under the Share Capital Increase.

3            Grant power of attorney to the president of the Board of Directors to sign the EGSM decisions in the shareholders’ name and to carry out any act or formality required by law for the registration of EGSM Decisions. The president of the Board of Directors may delegate all or part of the powers granted above to any person/s having the competence to carry out such mandate.

and

II         ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM")

to be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova county, Printex building, for all the persons registered in the Company’s shareholders register kept by Depozitarul Central S.A. as of the Record Date 14.02.2022, entitled to attend and vote at the OGSM:

(a)             on 23 February 2022, starting 12:30 pm (Romania time), for the first call;

(b)            on 24 February 2022, starting 12:30 pm (Romania time), for the second call if, at the first call, the minimum quorum for validly holding the meeting is not gathered within the time notified by the president of the Board of Directors.

Proposed agenda for the first and the second call of the OGSM:

1.      Election of two members of the Board of Directors for a period of 2 years starting on the decision date. The president of the Board of Directors is empowered to update the Company’s Articles of Association after the election of the new members.

2.      Approve the remuneration of the members of the Board of Directors for the year 2022, as follows: (i) RON equivalent of EUR 3,000 /month, net, for every member of the Board of Directors, save for the president and (ii) RON equivalent of EUR 4,000/month, net, for the president of the Board of Directors;

3.      Approve the remuneration policy having the content made available to shareholders;

4.      Approve the template management contract to be concluded with the members of the Board of Directors. The president of the Board of Directors is entitled to sign on the Company’s behalf the management contracts with the newly elected members, as well as the addendums to the management contracts concluded with the existing members. Furthermore, the vice-president of the Board of Directors is entitled to sign on the Company’s behalf the addendum to the management contract concluded with the president of the Board of Directors.

5.      Grant power of attorney to the president of the Board of Directors to sign the OGSM decisions on the shareholder’s behalf and to carry out any act or formality required by law for the registration of OGSM decisions. The president of the Board of Directors may delegate all or part of the powers granted above to any person/s having the competence to carry out such mandate.

Important information regarding the OGSM and EGSM

A.     Record date

The record date approved by the Board of Directors used to identify the shareholders entitled to attend the EGSM and the OGSM respectively and to vote at the respective meetings, at the first or the second call respectively, is 14.02.2022 (the "Record Date ").

B.     Proposing candidates to be elected members of the Board of Directors

The Company’s shareholders, irrespective of their contribution to the share capital, may submit proposals for candidates to be elected members of the Board of Directors. The proposals for candidates will contain at least information regarding the name, residence and professional qualification of every person proposed and will be accompanied by:

(a)           copy of the valid identity document of every candidate (identity card /passport),

(b)          curriculum vitae of every candidate;

(c)           candidate’s affidavit by which he/she represents that:

o   he/she is not in any of the incompatibility cases set out by the applicable law;

o   if he/she meets or not the independence criteria set out by Art. 1382 par. (2) of Law 31/1990 and by the Rulebook of the Bucharest Stock Exchange as far as the Company is concerned;

o   he/she agrees to the processing of his/her personal data by the Company and their publication on the Company’s website and their presentation at the OGSM, based on the form made available by the Company; and

o   he/she accepts the mandate, in case he/she is elected.

(d)          identification documents of the shareholder who proposed the candidate / candidates (as defined at Section G below).

The list containing the persons proposed to be elected member of the Board of Directors will be available to the shareholders on the Company’s website (www.aquila.ro) and at the Company’s registered office, where it may be read and supplemented. The full list of proposed candidates, together with the curriculum vitae of the proposed candidates and a note that the candidates meet the eligibility criteria for the position of member of the Board of Directors will be published at least 10 calendar day prior to the OGSM date.

Deadline: The documents mentioned above having the form specified will be submitted to the Company according to the procedure described at Section G below the latest by 8 February 2022 16:30 hrs..

C.     Adding items on the agenda and submission of draft decisions

One or more shareholders representing, severally or jointly, at least 5% of the share capital has/have the right:

-          to add items on the agenda of the EGSM/OGSM, provided that each item is accompanied by a justification or a draft decision submitted to the ESGM/OGSM for adoption. If the exercise of this right amends the EGSM/OGSM agenda already published, the Company will make available an amended agenda, using the same procedures as for the previous agenda, before the Record Date ad at least 10 days prior to the EGSM/OGSM;

-          to submit draft decisions for the items included or proposed to be included on the agenda of the EGSM/OGSM.

Deadline: The proposals to supplement the agenda and those related to draft decisions will be submitted to the Company according to the procedure set out at Section G below, so as to be registered by the Company the latest on 7 February 2022, 16:30 hrs., accompanied by the identification documents of the shareholder making such proposals, as specified at Section G below.

D.    Asking questions

Every shareholder has the right to ask questions regarding the items on the agenda of the EGSM/OGSM prior to the meeting, and the Company must answer the questions received from shareholders.

For identification purposes, the shareholders asking questions in writing prior to the ESGM/OGSM meeting will send the questions to the Company using the means set out at Section G below, together with the shareholder’s identification documents (as defined at Section G below).

The answers to these questions will be given at the EGSM/OGSM. The Board of Directors may prepare a general answer for the questions having the same content. The Board of Directors may choose to publish the answers to shareholders’ questions on the Company’s website under the "FAQ" section.

Deadline: the deadline for registering the written questions with the Company is the business day prior to the EGSM/OGSM (first or second call), namely 22 February 2022 for the first call and 23 February 2022 for the second call.

E.     Procedure for attending and voting based on power of attorney

General provisions

Every shareholder registered as of the Record Date is entitled to appoint any other natural or legal person as attorney to attend and vote on his/her behalf at the EGSM/OGSM, based on a special or general power of attorney. A shareholder may appoint a single person to represent him/her at the EGSM/OGSM. Nevertheless, if the shareholder holds Company’s shares in several securities accounts, this restriction will not prevent him/her to appoint a separate attorney for the shares held in each securities account in relation to the EGSM/OGSM.

The attorney enjoys the same rights to speak and ask questions at the EGSM/OGSM that the shareholder whom he/she represents would enjoy. To be appointed attorney, the respective person must have legal competence.

In case a shareholder is represented by a credit institution providing custody services, the latter may vote at the EGSM/OGSM based on the voting instructions received by electronic communication means, without the shareholder having to give a special or general power of attorney in this respect. The custodian will vote at the EGSM/OGSM exclusively according to and within the limit of the instructions received from its clients having the quality of shareholders as of the Record Date.

In case that, at the EGSM/OGSM, according to legal provisions, topics that were not included on the published agenda are discussed, the attorney may vote in relation to such topics according to the interest of the shareholder he/she represents.

Failure to submit the general or special power of attorneys by the date set is sanctioned by losing the right to vote by attorney at the EGSM/OGSM.

General power of attorney

The shareholder may grant a general power of attorney valid for a period of maximum 3 years, unless the parties expressly set a longer period, provided that the power of attorney is granted by the shareholder, as client, to an intermediary defined according to art. 2 par. (1) point 20 of Law no. 24/2017 or to a lawyer.

The general power of attorney must contain at least the following information:

1.      shareholder’s name;

2.      attorney’s name (person to whom power of attorney is granted);

3.      power of attorney’s date, as well as it validity period; powers of attorney having a subsequent date will revoke the powers of attorney having a prior date;

4.      should state that the shareholder grants power of attorney to the attorney to attend and vote in his/her name, based on the general power of attorney, at the general shareholders meeting for the entire holding of the shareholder as of the record date, expressly specifying the Company or containing a generic wording regarding a certain category of issuers.

General powers of attorney failing to contain at least the information above will not be binding for the Company.

The general power of attorney cannot be used if the attorney has a conflict of interest that may occur especially in the following cases:

a)             is a majority shareholder of the Company or another person controlled by the respective shareholder;

b)             is member of an administration, management or supervision body within the Company, a majority shareholder or a controlled person, according to the provisions of letter a);

c)             is an employee or auditor of the Company or of a majority shareholder or a controlled entity, according to the provisions of letter a);

d)            is the spouse, relative or up to forth degree in-laws inclusively of one of the natural persons specified under letters a)-c).

By the power of attorney, a shareholder may appoint one or more substitute attorneys securing his/her representation at the EGSM/OGSM in case it is impossible for the empowered person to carry out his/her mandate. In case the power of attorney names several substitute attorneys, the order in which they will carry out the mandate will also be set.

The attorney may not be replaced by another person unless this right was expressly granted thereto by the shareholder in the power of attorney. If the attorney is a legal person, it may carry out the mandate received through any person who is part of its administration or management body or who is its employee.

The powers of attorney, before their first use, are sent to the Company in copy, certified as true copy by the attorney, using the means specified at Section G below, so that the Company registers them at least 2 business days before the date of the first call of the EGSM/OGSM, together with an affidavit, in original, issued by the legal representative of the intermediary or by the lawyer being granted power of attorney by means of the general power of attorney signed and, as the case may be, stamped, stating that:

-          the power of attorney is granted by the respective shareholder, as client, to the intermediary or to the lawyer, as the case may be;

-          the general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, as the case may be.

The general power of attorney ends:

-          by written revocation by the shareholder having granted it, sent to the Company the latest by the deadline for submitting powers of attorney valid for the EGSM/OGSM, in Romanian or English language; or

-          if the shareholder granting the power of attorney loses its quality of shareholder as of the Record Date; or

-          if the attorney loses the quality of intermediary or lawyer.

Deadline: The general powers of attorney, before their first use, accompanied by the attorney’s affidavit in original, will be sent to the Company so that the latter may register the same the latest on 21.02.2022, 9:00 am.

 

Special power of attorney

The special power of attorney may be granted to any person for the purpose of representation at the EGSM/OGSM based on the form made available by the Company and will contain specific voting instructions from the shareholder, clearly stating the voting option for every item included on the agenda of the EGSM/OGSM. The special power of attorney may be granted only by using the special power of attorney form made available to shareholders by the Company according to section H. Documents and informative materials for the EGSM/OGSM. The attorney must vote according to the instructions given by the shareholder granting the power of attorney. In case of the special power of attorney, an original counterpart, filled in Romanian or English language and signed by the shareholder, together with a copy of the shareholder’s and attorney’s identity documents, will be sent to the Company according to Section G below. Special powers of attorney failing to contain at least the information included in the form made available by the Company will not be binding for the Company.

Deadline: Special powers of attorney, together with the specified documents, will be sent to the Company so that the latter may register the same the latest on 21.02.2022, 9:00 am.

F.     Procedure of voting by correspondence

The Company’s Shareholders registered as of the Record Date in the Company’s shareholder register kept by Depozitarul Central S.A. have the option to vote by correspondence by using the ballot form for the vote by correspondence made available to shareholders by the Company, in both Romanian and English language.

The vote by correspondence may be exercised by a conventional attorney of the shareholder only in case he/she received from the respective shareholder a special/general power of attorney to be submitted to the Company or if the attorney is a credit institution providing custody services, as detailed at Section E above. If the person representing the shareholder by attending the EGSM/OGSM in person is different than that who expressed the vote by correspondence, for the purpose of the validity of his/her vote, he/she will submit to the EGSM/OGSM meeting secretary a written cancellation of the vote by correspondence signed by the shareholder or by the attorney who voted by correspondence. This will not be necessary in case the shareholder or his/her legal representative is present in person at the EGSM/OGSM.

In case of vote by correspondence, the voting ballots, filled in in Romanian or English and signed, together with a copy of the shareholder’s identity document, will be sent to the Company by the means specified at Section G below.

The voting ballots by correspondence failing to contain at least the information included in the form made available by the Company will not be binding for the Company. Failure to send the voting ballots by correspondence by the date set is sanctioned by losing the right to vote at the EGSM/OGSM.

Deadline: The voting ballots by correspondence, together with the specified documents, will be sent to the Company so that the latter may register the same the latest on 21.02.2022, 9:00 am.

G.    Means for sending the documents and other formalities

All the documents specified in this convening notice as being necessary for the exercise of the shareholder rights in connection to the EGSM/OGSM will be sent to the Company so that the latter may register the same within the deadlines specified in this convening notice, as follows:

-          by submitting them at the Registration desk or sending them by post or courier, delivery receipt, at the address: Romania, Prahova county, Ploiesti, 105A Malu Rosu Street, for the attention of Mr. Radu Vasilescu, clearly specifying on the envelope "For the Extraordinary/Ordinary General Shareholders Meeting of Aquila Part Prod Com S.A. of 23/24.02.2022" or

-          by e-mail to siap@aquila.ro, with extended electronic signature incorporated according to Law no. 455/2001 on electronic signature, clearly stating in the e-mail’s subject: "For the Extraordinary/Ordinary General Shareholders Meeting of Aquila Part Prod Com S.A. of 23/24.02.2022".

The identification documents mentioned in this convening notice always refer to:

(a)           copy of the valid identity card of the shareholder natural person (identity card/passport), signed by the shareholder, containing the date and the wording "Certified as true copy"; or

(b)          proof that the person signing the document by which the right or procedure specified in this convening notice is exercised is the legal representative of the shareholder (if the shareholder did not provide to the central depository/participant the appropriate information regarding its legal representative), as well as, in any case, a copy of the identity card/passport of the legal representative signed by the shareholder, containing the date and the wording "Certified as true copy".

The documents certifying the quality of legal representative issued in a foreign language, other than English, will be accompanied by a translation into Romanian or English made by a certified translator. If the shareholder legal person did not provide to the central depository/participant the appropriate information regarding its legal representative, the proof of the quality of legal representative of the shareholder will be made based on the relevant valid documents issued by the trade register or another similar entity in the country where the shareholder is registered.

The quality of shareholder, as well as, in case of shareholders legal persons or entities without legal status, the quality of legal representative, is ascertained based on the list of shareholders as of the Record Date/Registration Date, received by the Company from DEPOZITARUL CENTRAL - S.A., based on the following documents submitted to the Company by the shareholder, issued by DEPOZITARUL CENTRAL - S.A. or by the participants providing custody services:

a)                  account statement certifying the quality of shareholder and the number of shares held;

b)                  documents certifying the registration of the information on the legal representative with DEPOZITARUL CENTRAL - S.A./respective participants.

 

 

 

H.    Documents and informative materials for the EGSM/OGSM

The documents and informative materials related to the items included on the agenda of the EGSM/OGSM, the present convening notice, draft decisions, total number of shares and voting rights as of the convening date, as well as the forms for special power of attorney and voting by correspondence for the EGSM/OGSM will be made available to shareholders in both Romanian and English language, starting 21 January 2022, at the Company’s registered office of Romania, Prahova county, Ploiesti, 105A Malu Rosu, and will be displayed on the Company’s website (www.aquila.ro, Investor Relation section < General Shareholders Meetings).

As of the convening date, the Company’s share capital is formed of 200,000,400 nominative shares, out of which 180,000 shares are held by the Company and do not grant voting rights. Therefore, as of the convening date, the total number of voting rights attached to the shares issued by the Company is 199,820,400 voting rights.

The draft decisions proposed by the shareholders will be added on the Company’s website as soon as possible, after they are received by the Company.

Additional information may be obtained from the Investor Relations Department, e-mail: jean.dumitrescu@aquila.ro and on the Company’s website www.aquila.ro.

I.       Recommendation

In the context of COVID-19 pandemic and the measures to prevent and reduce its effects, Aquila Part Prod Com S.A. recommends its shareholders, to the extent possible:

·         to access the informative materials in electronic format,

·         to vote by correspondence,

·         to use electronic communication means,

so as to limit as much as possible direct contact and/or physical interaction.

Elaborated today, 17.01.2022, in Ploiesti.

 

 

PRESIDENT OF THE BOARD OF DIRECTORS

ALIN ADRIAN DOCIU

AQUILA PART PROD COM S.A.

 

 



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