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PREFAB SA - PREH

Notice of EGSM 15.07.2021 English version

Release Date: 6/10/2021 3:28:12 PM

IRIS Code: AFCDC

 

CURRENT REPORT

pursuant to Law no. 24/2017 and Financial Supervisory Authority Regulation no. 5/ 2018

 

Date of report: 10.06.2021

Name of the company - PREFAB  S.A.

Head Office – Bucharest, Dr. Iacob Felix, nr. 17-19, et.2, sector 1

Phone/Fax – 021-3315116/ 021-3305980 – 0242-311715/0242-318975

Unique registration code at the Trade Register Office – R 1916198

Trade Register no. – J40/9212/2003

Subscribed and paid-in share capital – 24.266.709,5 lei

Regulated market on which the issued securities are traded – Bucharest Stock Exchange

  

IMPORTANT EVENTS TO REPORT:

PREFAB S.A. informs that in the meeting of the Board of Directors of PREFAB S.A. from 09.06.2021, it was decided the:

 

-          Convocation of the Extraordinary General Meeting of Shareholders for 15.07.2021 - 16.07.2021.

 

 Annex: Convocation of the Extraordinary General Meeting of Shareholders of PREFAB S.A. on 15 - 16.07.2021.    

 

 THE BOARD OF DIRECTORS OF PREFAB S.A.

reunited in the meeting of 09.06.2021, time 15°°

 

SUMMONS

 

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS on 15.07.2021, time 12°° at the operative office of Calarasi, jud. Calarasi, strada Bucuresti,  nr. 396 for all the shareholders registered in the Register of Shareholders managed by Depozitarul Central S.A. Bucharest, on 01.07.2021, a day set as a reference date for general meetings of shareholders, provided that only persons who are shareholders on that date have the right to participate and vote in the general meeting of shareholders.

            The convocation is carried out in accordance with the provisions of the Law no. 31/1990 republished, with subsequent amendments, of art.92 of Law no.24/2017, and of art.183-210 of Financial Supervisory Authority Regulation no. 5/2018, as well as those of the Articles of Association of PREFAB S.A. Bucharest.

 

 

 The Extraordinary General Meeting of Shareholders

will have the following

 

AGENDA:

 

    1. Approval of the sale of the following assets, respectively the following immovable properties:

 

a) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 2.500 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, UAT Modelu, under the no. 20193 and having the cadastral no./ topographic no. 20193, located in Modelu Village, Calarasi County.

b) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no. 20141 and having the cadastral no./ topographic no. 20141, located in Modelu Village, Calarasi County.

c) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.750 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.  21757 and having the cadastral no./ topographic no. 522, located in Modelu Village, Calarasi County.

d) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 4.427 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.   21760 and having the cadastral no./ topographic no. 21760, located in Modelu Village, Calarasi County.

e) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 2.500 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.   20194 and having the cadastral no./ topographic no. 20194, located in Modelu Village, Calarasi County.

f) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi under the no.  20112 and having the cadastral no./ topographic no. 20112, located in Modelu Village, Calarasi County.

g) Immovable property - building land, according to the Decision of the Local Council of Modelu Village no. 51 dated 28th of July 2020, having an area of 5.000 m2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, UAT Modelu, under the no.  20115 and having the cadastral no./ topographic no. 20115, located in Modelu Village, Calarasi County.

h) Immovable property composed of a land in the area of 298 m2 and construction: housing block P+4E , containing 20 apartments built-up area 222 m2, located in Calarasi, Calarasi County, strada Victor Orlovschi nr. 2, the former street Prelungirea Bucuresti, nr.2, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, under the no.  24511/ topographic no. 24511, category: use construction yards.

i) Immovable property located in Calarasi, Calarasi County, str. Bucuresti, nr.396, registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Calarasi, under the no. 25288/ topographic no. 25288, composed of a land in the area of 7.820 m2, constructions in total area of 1.921 m2 (25288-C1,C2,C3,C4,C5,C6,C7,C8) and equipment. Category: construction yard use, destination: industrial construction, urban, annex - chicken and pig farms.

j) Immovable property located in Jupiter resort, Constanta County, composed of a land with a total area of 6.500 m2 and constructions in the area of 751 m2. Immovable properties are registered in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Mangalia, under the no. 107450/ topographic no. 107450 and in the Land Book of National Agency for Cadastre and Real Estate Advertising (ANCPI) of Mangalia, under the no. 100899/ topographic no.  100899. Category: construction yard use.

 

    2. Approval that in order to be sold, the assets will be revalued according to the legal provisions in force by an authorized natural or legal person.

The final price will be approved for each building by the Board of Directors by a decision taken by a majority of votes.

The sale will be made by concluding sales contracts, which will be signed in front of a notary public. The transfer of ownership will be done together with the full payment of the price of each asset sold.

The price collected will be used for the payment of already existing bank loans, decreasing the degree of indebtedness of the company.

The assets referred to in point 1 do not contribute to the achievement of the company's main object of activity.

The total value of the assets referred to in point 1 is less than 20% of the value of net fixed assets less receivables during a financial year.

 

   3. Authorization of the Board of Directors of PREFAB SA, to appoint the persons authorized to sign on behalf of the company, before the competent authorities of the contracts of sale in authentic form having as object the real estates mentioned in point 1 or any other document necessary for their completion, as well as to take all necessary steps for the conclusion and registration of these contracts.

 

   4. Ratification of the Decision of the Board of Directors no.9/26.05.2021 and the confirmation regarding the appointment in the Audit Committee of PREFAB SA, of Mrs. NAICU CORNELIA, financial auditor registered at the Romanian Chamber of Financial Auditors, book no. 992.

 

5. Approval of the date of 04.08.2021 as the date of registration, respectively for the identification of the shareholders affected by the effects of the decisions adopted, in accordance with the provisions of art. 86, para. 1 of Law no. 24/2017 on issuers of financial instruments and market operations.

 

6. Approval of the date of 03.08.2021 as the ex-date, in accordance with the provisions of Law no. 24/2017 and of Regulation no. 5/2018 on issuers of financial instruments and market operations.

 

7. Approval of the power of attorney and the appointment of the Law Firm of Voicu Irina, through collaborating lawyers, for carrying out the necessary and legal operations for registering the decisions of the extraordinary general meeting of shareholders as well as carrying out the publicity formalities.

 

            Starting with 14.06.2021, the notices, informative materials and draft decisions regarding the items included in the agendas can be consulted on the company's website (www.prefab.ro – Shareholding Section – General Meeting of Shareholders) or they can be consulted or procured for a fee, from the registered office of PREFAB S.A., of str. Dr. Iacob Felix, nr. 17-19, et.2, sector 1, Bucharest or from the office of Calarasi, str. Bucuresti, nr. 396, jud. Calarasi, from Monday to Friday between 09°° and 14°.

 

            In application of the provisions of the Financial Supervisory Authority regulation no. 5/ 2018 and of Law no. 24/2017, amended by Law no. 158/2020, the shareholders representing individually or together at least 5% of the share capital, have the right:

-          to introduce new items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft decision proposed for adoption by the general meeting, no later than the date of 25.06.2021;

-          to present draft resolutions for items included or proposed for inclusion on the agenda of the general meeting no later than the date of 25.06.2021.

 

            Shareholders' proposals and documents certifying the fulfillment of the conditions for exercising these rights will be sent, only in writing, in original: either by mail or courier services (at the addresses mentioned above), with the statement clearly written in capital letters: FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 15.07.2021, either by electronic means (by e-mail: actionariat@prefab.ro and office@prefab.ro).

            Each shareholder has the right to ask questions on the items on the agenda of the general meeting, no later than 06.07.2021. The company can also respond by posting the answer on the company's website (www.prefab.ro – Shareholding Section).

            Shareholders' questions may be sent in writing, either by post or courier services (to the above addresses) or by electronic means (by e-mail: actionariat@prefab.ro and office@prefab.ro). In order to identify the persons who ask questions to the company, they will attach to the request copies of the documents attesting their identity and quality of shareholder and the number of shares held at the date of the request.

            The reference date is 01.07.2021. Only the shareholders registered on this date in the Register of Shareholders managed by the Central Depository will be able to vote in the present general meetings.

Shareholders may participate in general meetings directly or may be represented by persons (including persons other than shareholders) on the basis of a special power of attorney, or, as the case may be, by a general power of attorney or may vote by correspondence. Considering the adoption of all necessary measures according to the formulated recommendations/legal obligations in order to prevent/limit the spread of the SARS-CoV-2 coronavirus (COVID-19), we consider that the exercise of voting by correspondence is the recommended way in which shareholders can fully exercise this right. in accordance with the regulations adopted in this exceptional situation.

We ask all shareholders who wish to participate in the general meetings by physical presence at the address mentioned in the convening notice for the meeting of the general meetings, to notify the Board of Directors on this intention at least 5 (five) days before the date of the meetings, at e-mail addresses: actionariat@prefab.ro and office@prefab.ro), in order to make all the necessary preparations to protect the health of the participants, as well as to strictly observe the measures ordered by the authorities, in the context of the restrictions imposed on the background of the Covid Pandemic 19.

Pursuant to art. 92 of Law no. 24/2017, shareholders may participate in general meetings directly or may be represented by persons (including persons other than shareholders) on the basis of a special power of attorney, or, as the case may be, by a general power of attorney or may vote by correspondence.

The shareholder may grant a general power of attorney valid for a period not exceeding 3 years, allowing his representative to vote on all matters under discussion of the general meetings of shareholders, including in respect of acts of disposition, provided that the power of attorney is granted by to the shareholder, as a client, an intermediary or a lawyer.

Shareholders may attend the meeting as follows:

-          Individuals: in person showing the identity document or by representation by another person based on a special power of attorney, or as the case may be, general power of attorney and the identity document of the representative.

-          Legal entities: through their legal representative or through the person to whom the power of representation has been delegated, under the conditions of their incorporation document (identity document, power of attorney).

            Special power of attorney forms (in Romanian and English) for individuals and legal entities can be obtained from the company's website (www.prefab.ro – Shareholding Section – General Meeting of Shareholders) or from the premises specified above, from 14.06.2021 and they will be filled in 3 (three) copies.

            After completing in Romanian or English and signing them in handwriting, a copy of the original special power of attorney will be deposited/sent in a sealed envelope, so that it will be registered as received by the date of 13.07.2021 from Monday to Friday between 09°° and 14°° to the registers from the registered office of the company or from the headquarters of the office from Calarasi, mentioning on the envelope clearly and in capital letters “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS OF 15.07.2021 or to email addresses: actionariat@prefab.ro and office@prefab.ro, the second copy will be handed to the representative, and the third copy will remain with the represented shareholder. The power of attorney will be accompanied by a copy of the identity document of the natural person shareholder / legal representative of the legal person shareholder, as well as for legal entities by the official document (original or copy of the original shareholder's certificate) attesting the quality of legal representative for the signatory of the power of attorney.

            The general power of attorney granted by the shareholder, as a client, to an intermediary or a lawyer, before the first use, will be deposited at the registers from the above mentioned premises, in a certified copy by the shareholder's representative, until 13.07.2021 from Monday to Friday between 09°° and 14°° (date of registration at the company's registers), under the sanction of losing the voting exercise by representative at the general meetings convened by this call, according to the provisions of the law.

            If a shareholder mandates a credit institution that provides custodial services, only the original special power of attorney is required to attend and vote at general meetings, which must be accompanied by an original statement of responsibility, given by credit institution, according to the Order of Measures no. 26/20.12.2012, art. 2(1) i), ii) and iii).

            Shareholders registered on the reference date have the opportunity to vote by mail, before the General Meetings of Shareholders, by using the voting form by mail (in Romanian and English) made available to them starting with 14.06.2021, on the company's website (www.prefab.ro – Shareholding Section/Financial – General Meeting of Shareholders) or from the premises specified above.

            Voting forms by correspondence in original, in Romanian or in English including the secret ballot form for items 3 and 6 on the agenda of Ordinary General Meeting of Shareholders (completed and signed in handwriting by the shareholders and accompanied by a copy of the identity document of the natural person shareholder/legal representative of the legal person shareholder, as well as for legal entities, by the official document-certificate or any other document legal representative of the shareholder) will have to arrive in original by mail or courier services at the registers from the above mentioned addresses by the date of 13.07.2021, time 10°°.

            Authentic special powers of attorney and correspondence voting forms shall contain the information provided in the special power of attorney form provided by the company.

            Special powers of attorney, general powers of attorney and correspondence voting forms that are not registered in the company's registers until the date indicated above may not be taken into account for determining the quorum of attendance and voting at general meetings of shareholders.

            In all the above cases, except for the special power of attorney given by a shareholder to a credit institution providing custody services, the shareholders of the legal entity if they did not provide the information on the legal representative to the Central Depository before the reference date, so it must be found in the records provided by the Central Depository for the reference date, prove the quality of legal representative with a certificate issued by the trade register, presented in original or copy conforming to the original, or any other document, in original or copy conforming to the original , issued by a competent authority of the state in which the shareholder is legally registered, which certifies the quality of legal representative. The documents certifying the quality of legal representative of the shareholder legal entity will be issued at most 3 months before the date of publication of the notices of the general meeting of shareholders. These documents attesting the quality of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation, made by an authorized translator, into Romanian or English, without notarial legalization or apostille, according to the Arrangement of Measures no. 26/20.12.2012, art.4(1), (2) and (3).

           Also, the person to whom the power of representation has been delegated - if the shareholder has not provided the information on the person to whom the power of representation has been delegated to the Central Depository before the reference date, so that it can be found in the records provided by the Depositary Central for the reference date, it will present a special power of attorney, or, as the case may be, a general power of attorney signed by the legal representative of the respective legal entity as well as the documents mentioned above.

            In accordance with the Arrangement of Measures no.26/20.12.2012, art.5, in the case of shareholders who ask questions or make proposals to complete the agenda, they may certify their identity in addition to the document certifying their identity and the statement of account showing the status of shareholder and the number of shares held, issued by the Central Depository or, as the case may be, by indirect participants providing custody services.

 

            If on 15.07.2021 the conditions of the statutory quorum provided by law and by the Articles of Incorporation will not be met, the Extraordinary and Ordinary General Meetings of Shareholders will be convened on 16.07.2021 in the same place, at the same hours and with the same agenda.

 

                                                                                                                                The Board of Directors of PREFAB S.A.

 Chairman

                                                                                                                                              Eng.  Marian Petre Milut

 

 



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