SC SIBE Current report according to | R.N.S.C. Regulation no. 1/2006 on issuers and operations with securities and Law no 297/2004 on capital market |
Date of report | 24.03.2016 |
Company Name | SIBEX - SIBIU STOCK EXCHANGE S.A. |
Head Office: | Sibiu, 9-10, Piaţa Aurel Vlaicu, III rd floor |
Phone/fax | +40269-211.799 / +40269-211.153 |
Fiscal Registration Code | RO6584502 |
Order Number at Trade Registry Office | J32/28/09.12.1994 |
Subscribed and paid up share capital | 33.427.926 lei |
Regulated market where issuer's securities are traded | the regulated spot market administered by SIBEX |
SIBEX-Sibiu Stock Exchange Board of Directors, legally convened on March 23, 2016 approved:
to convene the Extraordinary General Shareholders Meeting on April 28, 2016, hours 14:00-first convening date, respectively April 29, 2016, hours 10:00-second convening date, in Sibiu, at Hotel Golden Tulip Ana Tower, 2 Scoala de Inot Street, mezzanine, Cioran conference room.
to convene the Ordinary General Shareholders Meeting on April 28, 2016, hours 16:00- first convening date, respectively April 29, 2016, hours 12:00-second convening date, in Sibiu, at Hotel Golden Tulip Ana Tower, 2 Scoala de Inot Street, mezzanine, Cioran conference room.
CONVENING NOTICE
The Extraordinary General Shareholders Meeting on April 28, 2016, hours 14:00, in SIBIU, Cioran conference room of Hotel Golden Tulip Ana Tower, 2 Scoala de Inot Street, for all the shareholders registered in the company shareholders' Registry held by SIBEX Depository at the reference date 18.04.2016, in compliance with the legal stipulations in force. Shareholders may attend the general meeting directly (in person or by legal representative), may be represented by other persons (based on a general/special power of attorney) in compliance with the legislation in force or can vote by correspondence (based on the Correspondence Voting Form).
In case that on the aforementioned date, the legal and statutory quorum requirements stipulated by the law are not fulfilled, the second Extraordinary General Shareholders Meeting will be convened on April 29, 2016, hours 10:00, at the same address, with the same agenda and Reference Date. andThe Ordinary General Shareholders Meeting on April 28, 2016, hours 16:00, in SIBIU, Cioran conference room of Hotel Golden Tulip Ana Tower, 2 Scoala de Inot Street, for all the shareholders registered in the company shareholders' Registry held by SIBEX Depository at the reference date 18.04.2016, in compliance with the legal stipulations in force. Shareholders may attend the general meeting directly (in person or by legal representative), may be represented by other persons (based on a general/special power of attorney) in compliance with the legislation in force or can vote by correspondence (based on the Correspondence Voting Form).
In case that on the aforementioned date, the legal and statutory quorum requirements stipulated by the law are not fulfilled, the second Ordinary General Shareholders Meeting will be convened on April 29, 2016, hours 12:00, at the same address, with the same agenda and Reference Date.AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
Approval of the amendments of the Articles of Incorporation, as follows:
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Art. 25 shall be amended and read as follows:
Art 25-(1) In order for the deliberations of the ordinary general shareholders meeting to be valid at the first convening date, the presence of the shareholders holding at least one quarter of the total voting rights is necessary. The resolutions of the ordinary general shareholders meeting will be approved with majority of the expressed votes.
In case the ordinary general shareholders meeting does not comply with the requirements mentioned at paragraph 1), the ordinary general shareholders meeting will be convened the next day, the shareholders can vote on the items included on the meeting agenda of the first convening date, no matter of the quorum, and the resolutions will be approved with the majority of the expressed votes.
In order to validate the deliberations of the extraordinary general shareholders meeting, the following actions must be fulfilled:
At the first convening date, the presence of the shareholders must represent at least one quarter of the total number of votes and the resolutions will be approved with majority of the votes held by the present or represented shareholders.
At the next convening dates, the presence of the shareholders representing at least one fifth of the total voting rights and the resolutions will be approved with majority of the votes held by the present or represented shareholders.
The decision to change the main object of activity of the company, to reduce or increase the share capital, to change the legal status, the merger, the division or the dissolution of the company will be approved with majority of at least two thirds of the voting rights held by the present or represented shareholders.
For the purposes of paragraph (1), paragraph (2) of the herein article, the "majority of the expressed votes" for each resolution adopted shall mean half plus one of the total expressed votes for the voting options "for" and "against". In case the resolution concerns a person elected from among several candidates for a particular position, or if the resolution refers to choosing one option from among several proposed ones, the concept "majority of the expressed votes" shall mean the number of votes exceeding the number of votes obtained by any of the other candidates, and/or respectively, the number of votes exceeding the number of votes obtained by any of the other proposed options.
For the purposes of paragraph (3), letter a) and b) of the herein article, the "majority of the votes", for each resolution adopted shall mean half plus one of the total votes held by the present or represented shareholders.
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Paragraph (1) of article 27 shall be amended and read as follows:
Art. 27 - (1) The company is managed by a Board of Directors composed of five members, natural persons, elected by the general shareholders meeting, in compliance with the stipulations of Law 31/1990 on companies, subsequently amended and supplemented and the stipulations of Law 297/2004 on capital market, with subsequent amendments and additions.
1.3. Article 40 shall be amended and read as follows: Art. 40 - The auditing attributions are fulfilled by the internal audit and the financial audit. The internal audit is appointed by the Board of Directors and the financial audit is appointed by the general shareholders meeting and will have the following responsibilities: Draft the annual report regarding the financial results of the Company, to which a copy will be attached from which it should result whether the financial situations present or not a fairly image of the Company's financial position, financial performance, etc.
Offer the company financial assistance and accounting support, in compliance with specific regulations and with the principles of independence, in accordance with the applicable law therein.
Carry out any other activities stipulated by law regarding the financial auditing activity as well as F.S.A. regulations applicable in this domain.
Approval to initiate the negotiations with Bucharest Stock Exchange in view of a possible merger, where SIBEX would be the absorbed company.
Empowering the Board of Directors to take any necessary actions so as to finalize the negotiations with Bucharest Stock Exchange in view of a possible merger, including to provide the necessary information related to a "due diligence" process initiated by Bucharest Stock Exchange as acquiring company and divide into parts the expenses related to this process. The results of the negotiations will be presented within another General Shareholders Meeting.
Approval of the date of 19.05.2016 as registration date (ex-date 18.05.2016) respectively identification date for the shareholders entitled to benefit from the Extraordinary General Shareholders Meeting resolutions, in compliance with the stipulations of Art.238, paragraph (1) of Law 297/2004 regarding the capital market, subsequently amended and supplemented.
Empowering the Chairman of the Board of Directors, with the possibility to be replaced by the Vice-Chairman or any other Board Member, to sign the resolutions of SIBEX Extraordinary General Shareholders Meeting, adopted within the meeting, and carry out all the necessary actions stipulated by the legislation in force, in order to register, to ensure the publicity, the execution and the publication of the resolutions adopted, with the possibility to be replaced by the company's legal advisers for carrying out the actions with regard to the registration and publication of the adopted resolutions as well as of the updated Articles of Incorporation.
Discussion and approval of the separated and consolidated financial statements for the financial year 2015, drafted according to the International Financial Reporting Standards, based on the reports presented by the Board of Directors and by the Financial Audit.
Approval of the release of liability for the company's Board Members for the activity carried out during the financial year 2015.
Election of a new member of the Board of Directors for a term office equal with the one of the other Board members, in order to complete the vacant position as Board member, considering the evaluation results drafted in accordance with the stipulations of
AGENDA OF THE ORDINARY GENERAL SHAREHOLDERS MEETING
A.S.F. Regulation 14/2015.
Sibex - Sibiu Stock Exchange SA issued this content on 24 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 March 2016 15:03:02 UTC
Original Document: http://www.sibex.ro/comunicate/comunicate/emitenti/en/160324_1.pdf
