TO: BUCHAREST STOCK EXCHANGE
THE FINANCIAL REGULATOR
Current report in accordance with: Law 24/2017 on the issuers of financial instruments and market operations and ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations.
Report date: 12.01.2022
Issuer’s name: Electroarges SA
Registered office: Curtea de Arges, str. Albesti, nr. 12, jud. Arges
Trade Register Registration Code: RO156027
Trade Register Registration Number: J03/758/1991
Share capital: 6,976,465.00 lei
Important events to report:
Request to Supplement the OGMS Agenda 31.01./01.02.2022
Electroarges SA informs the shareholders that it has received the request of the shareholder Investments Constantin SRL to supplement the agenda (Annex 1), with the following points:
After section 5, insert 4 new sections on the agenda with the following content:
6. Approval to confirm the current members of the Board of Directors as Electroarges SA Directors, respectively to confirm the Electroarges SA Board of Directors consisting of the following 3 members:
- Constantin Stefan;
- Cardinal Main SRL, by permanent representative Roxana Scarlat;
- Csoarpi Saints SRL, by permanent representative Adrian Ionescu.
7. In the event of confirmation of the Board of Directors, the approval to confirm the mandate of the members of Electroarges SA Board of Directors, provided in section 6, until April 26, 2025.
8. In the event of confirmation of Mr. Constantin Stefan as a member of the Board of Directors, approving his confirmation as Chairman of Electroarges SA Board of Directors.
9. In the event of confirmation as the Chairman of Electroarges SA Board of Directors in the person of Mr. Constantin Stefan, the approval to confirm his mandate until April 26, 2025.
After section 6 (10) on the agenda, the addition of a new section with the following content:
11. Appointment of a new Electroarges SA Board of Directors consisting of 5 members through the cumulative voting method.
Electroarges SA also informs the shareholders that it has received a request from Bran Oil SA (in faliment, in bankrupty, enfaillite) (Annex 2), by which this company, which is not in the shareholding of Electroarges SA and in the records of Depozitarul Central SA as a shareholder of the subsribed, and did not attach an account statement issued by Depozitarul Central SA, also requested the supplementing of the OGMS agenda.
In order to exclude any divergences that could be generated by possible interpretations of the legal provisions regarding the situation of the dispute regarding a number of 16,000,000 Electroarges SA shares, the company decided to request the confirmation of Bran Oil SA's request to supplement the agenda , by Investments Constantin SRL, which in any event holds over 5% of the Electroarges SA voting rights, taking over the proposal of Bran Oil SA (in faliment, in bankrupty, enfaillite).
Last but not least, Electroarges SA informs the shareholders that by the Investments Constantin SRL GMS Decision no. 110 of 31.12.2021 (Annex 3) communicated to Electroarges SA, together with the request to supplement the agenda, it was approved the Investments Constantin SRL’s waiver of the voting rights related to a number of 16,000,000 shares for Electroarges SA OGMS and EGMS of 31.01./01.02.2022, Electroarges SA taking note of this waiver.
The requests to supplement the agenda are to be reviewed by the Board of Directors, and the decision to be adopted will be communicated to investors and shareholders, in accordance with the relevant legal provisions.
The annexes can be found on the electroarges.ro website, "comunicate" section.
Vice-Chairman of the Board of Directors