Convening Notice Icme Ecab s.a

Hellenic Cables-Convening Notice Icme Ecab s.a
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Bucharest October 03, 2019

 

THE BOARD OF DIRECTORS of the company ICME ECAB S.A., represented by the Chairman of the Board, Mr. LAIOS N. KONSTANTINOS, pursuant to the provisions under art. XII in the Articles of Incorporation of -the company ICME ECAB S.A., seated in Bucharest, District 3, 42 Drumul intre Tarlale Street, registered with the Trade Register attached to the Bucharest Tribunal under number J40/3748/1999, with Sole Registration Code 11703669, hereinafter referred to as the “Company”, and to art. 117 of Law no. 31/1990, as republished and amended, hereby convene:
I. the ORDINARY GENERAL MEETING OF SHAREHOLDERS of the Company for 09.12.2019, at 12:00, first convening, at the Company’s seat in Bucharest, District 3, 42 Drumul intre Tarlale Street. If the quorum provided in the Articles of Incorporation is not met on the first convening, a second convening is hereby set for 10.12.2019, at the same hours, at the Company’s seat;
II. The EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of the Company for 09.12.2019, at 13:00, first convening, at the Company’s seat in Bucharest, District 3, 42Drumul intre Tarlale Street. If the quorum provided in the Articles of Incorporation is not met on the first convening, a second convening is hereby set for 10.12.2019, at the same hours, at the Company’s seat;

The agenda of the Ordinary General Meeting of Shareholders is, as follows:
1. The appointment of the Company’s financial auditor and the setting up the minimum duration of the contract;
2. The authorisation of Mr. CHATZIDIS GEORGIOS, a Greek citizen born on 12.10.1976 in Marousi, Greece, with a domicile in Athens, Sismanogliou 15, Vrilissia, Greece, identified with Passport series AN2220704, issued by the Greek Authorities on 25.07.2016, to negociate and to sign the contract which will be concluded with the financial auditor;
3. The update of the Articles of Incorporation of the Company according to pt. 1.

The agenda of the Extraordinary General Meeting of Shareholders is, as follows:
1. Discussion and approval of the conversion of the Company’s shares from bearer shares to registered shares;
2. Approval of the amendment of the Company’s Articles of Incorporation as per the decision taken by the Extraordinary General Meeting of Shareholders regarding the conversion of the Company’s shares, as follows:
a. The term of „Shares” at chapter „Definitions” shall have the followingcontents: „it refers to any of the nominative shares representing the Company’s share capital, all such shares being equal from all points of view”;
b. Art. 6.2 shall have the following contents: “the Company’s share capital is divided into 34863420 equal nominative shares, with a nominal value of Lei 0.10 each”;
c. Art. 7.1 shall have the following contents: “The Company’s shares are nominative.”;
d. Art. 7.2 shall have the following contents: “The Company’s shares are issued in dematerialised form”;
e. Art. 7.13 is hereby abrogated;
f. Art. 8.2 shall have the following contents: „The ownership over the nominative shares issued in dematerialised form is transferred by statement registered with the shareholders’ registry, signed by the transferor and by the transferee or by the representatives thereof.”;
g. Art. 13.2 is hereby abrogated;

The shareholders shall be entitled to vote according to the number of bearer shares, with full unit value and no decimals, submitted by each shareholder to the secretary of the Company’s Board of Directors, hereinafter referred to as the “BoD”, by 06.12.2019, at the latest.The documents and informative materials related to the items on the agenda of the general ordinary meetings shall be available to the shareholders at the Company’s seat and they shall be able to consult them and fill them in during working hours, namely between 08:00 -17:00 hours.

The forms for the powers of attorney shall be made available to the shareholders through the secretary of the Company’s BoD at least 7 days before the date set for the General Meetings of Shareholders. The powers of attorney shall be used for both meetings, for the first convening and for the second one and must be submitted in the original counterpart at least 48 hours before the date set for the meetings. If the power of attorney is granted in a different state than Romania, it must be submitted in original counterpart, together with the translation translation carried out by an authorized translator.

CHAIRMAN OF THE BOARD
LAIOS N. KONSTANTINOS