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MECANICA CEAHLAU - MECF

Notice of OGSM 11/22/2021

Release Date: 10/15/2021 1:16:41 PM

IRIS Code: C4CBA

              SOCIETATEA

  “MECANICA CEAHLAU” S.A.

        - PIATRA NEAMT –

 

Attention to:

AUTHORITY FOR FINANCIAL MONITORING BUCHAREST [ASF]

BUCHAREST STOCK EXCHANGE

CURRENT REPORT

in compliance with the provisions under Law 24/2017 and of the Regulation No 5/2018 of ASF

Report date: 15/10/2021

Issuing entity: S.C. “Mecanica Ceahlau” SA

Registered Office: Municipality of Piatra Neamt, Str. Dumbravei, No 6

Phone/Fax: 0233/211104; 0233/216069

Unique Code of Registration with the Office of the Register of Commerce: 2045262

Register of Commerce Incorporation No: J.27/8/1991

Social capital, subscribed and paid: Lei 23,990,846.00

Regulated Market on which movables issued are traded: [Bursa de Valori] Bucharest Stock Exchange

 

Important events to be reported: The Ordinary General Meeting of the Shareholder is hereby convened for the 22/23 November 2021

 

The Board of Directors of Mecanica Ceahlau S.A. with its registered office in Piatra Neamt, 6 Dumbravei Street, Neamt County, registered with the Trade Register under no. J27/8/1991, Unique registration code 2045262, met on 15.10.2021, in accordance with the provisions of Law no. 31/1990, republished and supplemented, convenes the Ordinary General Meeting of Shareholders on 22.11.2021, at 13:00 which will take place at company's registered office, in Piatra Neamt, 6 Dumbravei Street, Neamt County, for all shareholders registered with the Trade Register at the end of 10.11.2021.

The convening notice is attached hereto. 

The supporting materials for the items on the Ordinary General Meetings of Shareholders’ agenda will be available to the shareholders starting with 22 October 2021. 

Considering the Romanian public authorities’ latest recommendations in relation to prevention / limitation of the spread of COVID-19, MECANICA CEAHLAU SA strongly recommends to its shareholders, to the extent possible:

  • to access the supporting materials for OGMS in electronic format, available on the company’s website, rather than in hardcopy at the Correspondence Entry; 
  • to vote by correspondence by using the Voting Bulletin;
  • to use, as communication means, the e-mail having attached an extended electronic signature, rather than the mail or courier at the Correspondence Entry, when submitting (i) proposals with respect to adding new items on the OGMS agenda, (ii) draft resolutions, (iii) written questions before OGMS and EGMS, (iv) the powers of attorney for representation in the OGMS or (v) the Voting Bulletins for voting by correspondence.

  

The Ordinary General Meeting of Shareholders’ convening notice is to be published in the Romanian Official Gazette - Part IV and in one widely-spread newspapers in Romania.

 

Appendix

Convening notice of Ordinary General Meeting of Shareholders on 22/23 November 2021.

 

 

CONVOCATION

 

The Board of Directors of Mecanica Ceahlau S.A. with its registered office in Piatra Neamt, 6 Dumbravei Street, Neamt County, registered with the Trade Register under no. J27/8/1991, Unique registration code 2045262, met on 23.03.2021, in accordance with the provisions of Law no. 31/1990, republished and supplemented, convenes the Ordinary General Meeting of Shareholders on 22.11.2021, at 13:00 which will take place at company's registered office, in Piatra Neamt, 6 Dumbravei Street, Neamt County, for all shareholders registered with the Trade Register at the end of 10.11.2021, with the following agenda:

 

For the Ordinary General Meeting:

 

1.      Electing the secretariat of the OGMS among company's shareholders, in accordance with the provisions of Law no. 31/1990 art. 129, paragraph (2);

2.      Election of the 3 members of the Board of Directors for a duration of four years, i.e. the period 2021-2025.

3.      Approval of management contracts and setting the allowance for directors.

4.      Empowerment of the person to sign the management contracts;

5.      Approving the date of 10.12.2021 (ex-date 09.12.2021) as date for the identification of shareholders who will benefit from rights and will be affected by the OGMS decisions.

6.      Empowerment of the General Manager to prepare all the necessary documents for the registration of the OGMS decision with the Trade Register Office and to take the steps to ensure the advertising of the decisions adopted. The General Manager may empower other persons to perform the previously mentioned registrations.

 

 

The current members of the Board of Directors and the shareholders shall be able propose, in writing, the candidates to supplement the Board of Directors, according to art. 117 paragraph (6) and art. 137¹ of Law 31/1990

Candidates for the position of director shall submit the application files to the head office of the company until 02.11.2021 at 16:00.

The list containing information on the name, place of residence and professional qualification of the persons proposed for the position of administrator will be available to shareholders at the company's headquarters and on its website www.mecanicaceahlau.ro, starting with 03.11.2021.

 The shareholders' access to the Ordinary General Meetings shall be done by a simple proof of their identity, made in the case of the individual shareholders with the identity document, and in the case of the legal entity shareholders and the represented individual shareholders, with special power of attorney given to the individual representing them.

The Special Power of Attorney shall be drafted, in Romanian or in English, in three original copies (one for the company, one for the principal and one for the agent).

The special powers of attorney in copy, including the mention of conformity with the original under the signature of the representative, accompanied by a photocopy of the identity card or the registration certificate of the represented shareholder and a photocopy of the identity document or the representative's registration certificate, shall be filed at the head office of the company or by e-mail at asistent.manager@mecanicaceahlau.ro by 19.11.2021 at 16:00.

The shareholder may grant a general power of attorney valid for a period not exceeding 3 years, allowing his/her representative to vote on all items on the agenda of the General Meetings of Shareholders of the company identified in the power of attorney, including acts of disposition, provided that that the power of attorney is granted by the shareholder, as a client, to an intermediary defined according to art. 2 paragraph (1) point 14 of Law 297/2004 on the capital market, or to a lawyer.

The special power of attorney in copy, including the mention of conformity with the original under the signature of the representative, accompanied by a photocopy of the identity card or the registration certificate of the represented shareholder and a photocopy of the identity document or the representative's registration certificate, shall be filed at the head office of the company by 19.11.2021 at 16:00.

Shareholders registered on the reference date (10.11.2021) in the Shareholders' Register have the possibility to vote by mail, before the General Meeting of Shareholders, by using the vote by mail form.

The vote by mail form in original, written in Romanian or in English, together with the copy of the identity card or the shareholder's registration certificate, will be sent to the registered office of the company by 19.11.2021 at 16:00.

The special powers of attorney / forms of vote by correspondence accompanied by the shareholder’s identity cards can be also sent by email with incorporated extended electronic signature, so that they can be registered with the company until the latest 19.11.2020 at 16.00 to the address asistent.manager@mecanicaceahlau.ro mentioning in the subject field “FOR THE GENERAL ORDINARY MEETING OF SHAREHOLDERS OF MECANICA CEAHLAU SA from 22/23.11.2021”

The information, materials and documents relating to the items on the agenda and the draft decisions, will be made available to the shareholders at the registered office of the company and on its website www.mecanicaceahlau.ro as of 22.10.2021, in both Romanian and English.

The forms of the special powers of attorney as well as the vote by mail form will be made available to the shareholders at the registered office of the company and on its website www.mecanicaceahlau.ro as of 08.11.2021, in both Romanian and English.

Voting will start on 08.11.2021

One or more shareholders that own, individually or together, at least 5% of the share capital, have the right to insert new items on the agenda of the Ordinary or Extraordinary General Meeting of Shareholders, provided that each item is accompanied by a justification or a draft resolution proposed for adoption by the general meeting. The proposals shall be sent in writing to the company by 04.11.2021, at 16:00. Also, one or several shareholders that own, individually or together, at least 5% of the share capital, are entitled to submit draft resolutions for the items included or proposed to be included on the agenda of the general meeting. The draft resolutions shall be sent in writing by 04.11.2021 at 16:00.

Shareholders may submit, in writing, questions on items on the agenda of the General Meeting from 22.10.2021 and until 19.11.2021, at 16:00.

 

If, at the first convocation, the legal and statutory quorum necessary to carry out the Ordinary and Extraordinary General Meeting of Shareholders is not fulfilled, the following meeting of the Ordinary and Extraordinary General Meetings of Shareholders will take place on 23.11.2021, with the same agenda, at the same place and at the same time. Additional information can be obtained from company's headquarters and by telephone at 0233-211104, extension 117, or by e-mail: asistent.manager@mecanicaceahlau.ro 

 

Chairman of the Board of Directors

Trifa Aurelian-Mircea-Radu

 

 



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