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Produclie- Modemizare- Reparalie-Proiedare-Consulting
transtomaloarc cu outed oana la 600 MVA si tensiuni oana la 500 kV
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To,
Bucharest Stock Exchange
Financial SupervisorT Authority
CURRENT REPORT according to the Romanian National Securities Commission Regulation no. 1/2006
regarding the issuers and the operations with securities, as subsequently amended and completed
Date ofthe report: 02.04.2015
Name of the issuing entity: RETRASIB S.A.
Registered
office: Sibiu, 156 $tefan cel Mare street, Sibiu county
Phone / fax number: 02691253269; 02691253279
Order number in the Trade Register: J3 211611993
Sole Registration Code: RO 3906360
Subscribed and paid up share capital: 10,00f205.40lei
Regulated market on which the issued securities are traded: Bucharest Stock Exchange symbol RTRA.
Important event to be reported: The convening ofthe Ordinary and Extraordinary General Shareholders'
Meetings
I April 2015 , the board of directors of Rehasib S.A. approved the convening ofthe ordinary
and extraordinary general meeting of shareholders of Retrasib S.A. for 5 May 2015, at 10.00 a.m. (the ordinary
general meeting of shareholders), respectively at 1 1.00 a.m. (the exhaordinary general meeting of shareholders),
at the Company's headquarters, having the agendas indicated in the attached calling notice.
In the meeting of
Adrcsa sediutui:
Ro - 550321 sibiu
:
Str. Stefan cel Mare nr.
156:
offi@@rctrasib.ro: www.retrasib.ro
+40 0269-2s3269 cont: R)a4BTRL 0330 1202 L438 30xx B.Transitvania
+40 0369-405278 CIF: RO 3906360
fax: +40 0269-253279 Registrul Conertului Sibiu: J3216/1993
Retrasib S,A.
1s6 $tefao cel Mare, Sibiu, Sibiu County
Sibiu Trade Registry J32/1611993
Sole Registration Code 3906360
Subscribed and paid up share capital RON 1o,oo1,2o5.4
offi [email protected]; www.retrasib.ro
CALLING NOTICE
The Board of Directors of Retrasib S.A., having the registered offices at 156 $tefan cel Mare,
Sibiu, Sibiu County, registered with Sibiu Trade Registry under No. J32l16/1993, Sole
Registration Code 3906360, subscribed and paid up share capital RON 1o,oo1,2o5'4,
("Retrasib" or the "Compan/),
in accordance with the provisions of l,aw no.31/1990 regarding companies, republished, as
further amended and supplemented, law no, 2g7l2oo4 on capital markets, the National
Securities Commission Regulation (currently the Financial Supewisory Authority) no. r/2006
regarding the issuers and opemtions with securities, the National Securities Commission
Regulation no, 612c,c,9 regarding the exercise of certain rigbts within the general meeting of
shareholders (Regulation no. 612cc9) and with the articles of association of Retrasib S.A.,
hereby
CALIS
the ordinary general meeting of shareholders (the "Ordin.ry Ceneral Meeting of
Shar€holders") and the extraordinary general meetinS of shareholders (the "Extraordinary
General Meeting of Shareholders") on 5May2o15, 1o:oo a.m. (the Ordinary General
Meeting of Shareholders) and, respectively, 11:oo a.m (the Extraordinary General Meeting of
Sharebolders) at the Company's headquarters, for all shareholders registered in the
Shareholders' Registry held by the Central Depository by the end of 22 April 2015, deemed as the
reference date for both meetings. lf on 5May2o15 for any reason whatsoever the Ordinary
ceneral Meeting of Shareholders and/or the Edraordinary General Meeting of Shareholders
cannot be held or no valid resolution can be taken, the next meetings shall take place on
6 May 2or5, at the same hours, at the same venue, having the same agendas and reference date
April 2o$, which is the reference date, in tbe
have the riSht to participate to and vote in
frepository
shareholders rcgister kept by the Central
the Ordinary General Meeting of Sharebolders and/or the Extraordinary General Meeting of
Only the shareholders registered on
22
Shareholders.
The Ordinary General Meetlng of Sharcholders has the following AGENDA:
1.
Approving the agenda ofthe meeting
2,
Ite
3.
approval ofthe management report ofthe Board of Directors for the financial year 2014.
Presentation, analysis and approval of the anlual financial statemeuts for the zor4 financial
exercise, based on the Report of the financial auditor regarding the verification and the
certification of the financial statements as at 31.12.2014 and the management leport ofthe Board
of Directors for the financial year zor4.
The approval ofthe discharge from liability ofthe directors for the zot4 financial exercise'
Discussing and approving the manner in which the loss afferent to the 2014 financial exercise
amounting to RON 5,979,587.65 will be covered, in accordance with the proposal made by the
board ofdirectors in the management report for the 2014 financial year.
6.
Presenting, debating upon and approving the draft of budget of revenues and expenses for the
year 2015.
7.
Presenting, debating upon and approving the investment program for the year 2015
8.
Approving the list of fl\ed assets which will be taken out of use.
9.
Approving the revaluation offixed assets from "Constructions" group as at 31.12.2or4.
10.
Approving the extension of the mandate of the financial auditor of the Company, Constantin
Tudor, until 31 December zor5 and empowering the board of directors to determine the
contractual terms and to approve the execution of the amendments to the audit agreement
(secret uotingl.
Establishing the date of zz May zol5 as registration date for the identification of shareholders on
which the effects of the resolution of the General Ordinary Meeting of Shareholders apply,
according to Article 238 of Law no. zg7 / zoo4, aad the date of 21 May 2015 as ex-date. Whereas
there is no proposed resolution that would imply payments towards the shareholders, the
shareholders do not decide with respect to the pa)'ment date, as defined by article 2 letter g of
Regulation no. 6/2009.
Empowering each of Jan Olscher, Johann Hitrandner, lulian Stancu, and Alexandru llia and/or
any other persons designated by the aforementioned persons, with the possibility of substitution,
to sign on behalf of the of the company's shareholders the resolution of the General Ordinary
Meeting of Shareholders, affidavits, applications, as the case may be, any other necessary
documents and to fulfil all formalities required by the law in front ofthe competent authorities,
and any third parties, including the Bucharest Stock Exchange, the Financial Supervisory
Authority, the Central Depository, the Trade Re8istry in order to carry out the resolutions taken
in the General Ordinary Meeti[g of Shareholders, to publish and register them wherever
necessary.
The Extraordinsry Ceneral Meeting of Shareholders has the following AGENDA:
1.
2.
Approving the agenda ofthe meeting.
Confirmation, approval and ratification of the execution by the Company, as borrower and SGB
SMIT International GMBH, as lender, ofthe loan agreement dated 21 January 2015, under which
the Company received a loan for a maximum amount of EUR 2,ooo,ooo, with maturity date set
for one year.
Approving the extension ofthe credit agreement no. 182/06.05,:oro concluded by the Company,
as borrower with Banca Transilvania, concerning the general exploitation threshold, until r May
2016 and empowering the board of directors to negotiate, determine, aPprove, the terms and
conditions ofthe amending documents of this agreement, to approve any withdlawal under this
agreement and to approve the establishment as security of the Company's assets (with the
exception of immovable assets) for securing the Company's obligations under this agreement'
Approving the contracting by the ComPany, as borrower, of investment credits up to a maximum
value of EUR 7oo,ooo, in view of executing the investment budget approved for the year 2015
and empowering the board of directors to negotiate, determine and approve the terms and
conditions of such credit agreements as well as to approve the establishment as security of the
Company's assets (with the exception of immovable assets)'
3
The approval ofthe amendment ofthe Company's Articles ofAssociation by repealing letter h) of
article 12.2.r. having the following content: "decide on the contracting of long-term bank loans,
including for eig n
o
ne s".
EstablishinS the date of 22 May 2or5 as registration date for the identification of shareholders on
which the effects of tbe resolution of the General Extraordinary Meeting of Shareholders apply,
accoFdilg to Article 238 of Law \o.297/2oo4, and the date of 21 May 2ot5 as ex-date,
7.
Empowering each of Jan Olscher, Johann Hiirandner, Iulian Stancu, and Alexandru IIia and/or
any other persons designated by the aforementioned persons, with the possibility of substitution,
to sign on behalf of the of the
Company's shareholders
the resolution of the
General
Extraordinary Meeting of Shareholders, affrdavits, applications, as the case may be, the restated
articles ofassociation, any othe! necessary documents and to fulfil all formalities required by the
law in fiont of the competent authorities, and any third parties, including the Bucharest Stock
Exchange, the Financial Supervisory Authority, the Centlal Depository, tbe Trade Registry ilt
orderto carry out the resolutions taken in the General Extraordinary Meeting ofShareholders, to
publish and register them wherever necessary.
GENERAT INFORMATION IN REI,ATION TO THE ORDINARY/EXTRAORDINARY
MEETING OF SHAREHOLDERS
GENEML
Only shareholders registered with tbe Company's Sharebolders Registry at the Reference Date
(22 April 2o1S) are entitled to attend and cast their votes in the Ordinary/Ertraordinary General
Meeting of Shareholders of the Company, according to the legal provisions and Articles of
Association provisions, in person (by the legal reprcsentatives) or by proxy (based on a special or
general Power of Attomey), or by conespondence, prior to the ordinary/Extraordinary Genenl
Meeting of Shareholders (based on a correspondence voting forms).
The access and/or the vote through correspondence of the shareholders entitled to
attend the Ordinary/Ext.aordinary General Meeting of Shareholders is allowed by the simple
proof of their identity made by, in case of shareholders who are natural persons, their
identity document (BI/CI for the Romanian citizens or, as the case may be, Passport/Residence
Permit for foreign citizens) and, in case of legal entities, based on the identity document of the
legal representative (BI/CI for the Romanian citizens or, as the case may be, Passport/Residence
Permit for foreign citizens).
The capacity as legal representative is ptoved by
a certificate issued by the trade registry or
any other document issued by a competent authority of the country in which the shareholder is
registered, attesting the capacity as legal representative, presented in original or certified copy.
Documents certiffing the legal representative ofthe shareholder - legal person shall be issued no
later than 3 rnonths before publication of the convening notice of the Ordinary/Extraordinary
General Meeting of Shareholders. The capacity as legal representative is acknowledged based on
the list of the Company's shareholders at the reference date, received from the Central
Depository, Nevertheless, if the shareholder has not informed the Central Depository in relation
to its legal representative or if this information is not included in the Company's list of
shareholders at the reference date, then the certificate issued by the trade registry/similar
documents mentioned above must prove the quality ofthe legal representative,
Ttre representatives of natural persons shall be identilied based on their identity
docurnent (BI/CI for the Romanian citizens or, as the case may be, Passport/Residence Permit
for foreign citizens), accompanied by the special power of aftomey signed by the shareholder natural person.
4
The representatives of shareholders - legal persons shall prove their capacity
based on
their identity document (BI/CI for the Romanian citizens or, as the case may
be,
Passport/Residenc€ Permit for foreign citizens), accompanied by the special power of attorney
signed by the legal representative of the respective legal person. The capacity of legal
representative ofthe shareholders - legal persons shall be acknowledged based on the Company's
list of shareholders at the reference date, received from the Central Depository. Nevertheless, if
the shareholder has not informed the Central Depository in relation to its legal representative or
if this information is not included in the Company's list of shareholders at the reference date'
then tiey mu6t present an official document attesting their capacity as legal representative ofthe
signatory of the special power of attorney (proof issued by the competent authodty, presented in
original or certified copy, issued no later than 3 months before publication of the convening
notice of the Ordinary/Extraordinary General Meeting of Shareholders).
Starting with 3 April zor5, the shareholders may obtain from tie Company's headquarters, from
Monday to Friday, on business days, between o9.oo - 16 oo or from the Company's website
(wrdw.retrasib.ro) documents and materials related to the matters included on the agenda of tle
Ordinary/Extraordinary General Meeting of Shareholders, the special power of attomey forms,
the draft resolutions, as well as correspondence voting forms. The financial statements as at
g1.r2.2o14, the Repoft of the financial auditor and tbe Report of the Board
available, through the same means, starting with the date ofthe convening
of Directors
are
The special powers of attomey and the correspondence voting foms may be sent to the Company
both in English languaSe and Romanian language. Documents transmitted to the Company iD a
foreign language, other than English, shall be accompanied by a translation into Romanian,
performed by an authorized translator.
A credit institution acting as custodian on behalf of a shareholder may send special powers and
cast their voting right through conespondence, as indicated by the Regulation no' 6/2009
One or several shareholders representinS, individually or together, at least 5% of tie Company's
share capital (hereinafter referred to as the "initiators") have the right (i) to introduce mattets on
the agenda of the Ordinary/Extraordinary General Meeting of Shareholders and (ii) to propose
drafts of resolutions for the points already on the agenda or proposed to be included on the
agenda of the Ordinary/Extraordinary General Meeting of Shareholders
The proposals regarding the insertion of new matte$ on the agenda of
the
of
by
copies
Ordinary/Fxtraordinary General Meeting of Shareholders' , must be accompanied
(as
also
necessary
indicated above), being
the identity documents of the initiating shareholders
that each new matter proposed be accompanied by a justification or by a project resolution to be
passed by the ordinary/E).traordinary General MeetinS of shareholders as well as by additional
information with respect to the proposed matters, to ensure the adequate information of all
shareholders regarding the matters subject to discussions.
The proposals on the introduction of new matterc on the agenda of the Ordinary/Extraordinary
General Meeting of shareholders may be submitted so that these are Iegisteled as received at the
company's registration desk located at its headquarters within 15 days after publication of the
calling notice with the fvth psrt of the official Gazette , in a sealed envelope, delivered through
courier services, clearly mentioning in
capital letters: "FOR
THE
ORDINARY/EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 5/6 MAY
2015".
The project resolutions for the matte$ already included or proposed to be included on the
by copies
agenda of the Ordinary/Extraordinary General Meeting of Shareholders, accompanied
(as
may be
above)
proposals
indicated
the
making
of the identity documents ofthe shareholders
at
located
desk
registration
the
ComPany's
at
as
received
submitted so that tiese are registered
part
of
the
Ivth
with
the
notice
publication
of
the
calling
its headquarters within 15 days after
t
Official Cazette in a sealed envelope, delivered personally or through courier services, speci$ing
clearly and in capitd letters: "FOR THE ORDINARY/EXTRAORDINARY GENEP.qL MEETING
OF SHARIHOLDERS OF 5/6 MAY 2015".
The proposals regarding the insertion of new matters on the agenda of
the
Ordinary/Extraordinary General Meeting of Shareholder as well as the project resolutions may
also be hansmitted electronically to the address [email protected] having an extended electronic
signature attached, with t}te observance ofthe deadlines indicated above.
The Company's shareholders, irrespective of their participation to the share capital can submit
enquiries in wdting with respect to tbe matters on the agenda of the Ordinary/Extraordinary
General Meeting of Shareholders that will receive answers during the meetings. The
shareholders may submit such enquiries only accompanied by documeDts attesting their identity
(as indicated alrove) in a seald envelope, specifoing clearly and in capital letterc: "FOR THE
ORDINARY/EXTRAORDINARY GENERAL MEETING OF SI{AREHOLDERS OF 5/6 MAY
2015'.
An original special power of attomey, completed and signed by the shareholder, together with
proof of the identity of the shareholder and of the attorney in fact (as indicated above) shall be
submitted in person or by post or courier with confirmation of receipt, so that it may be
registered as received at the company's registration desk located at its headquarters by
4May2o15, 1r:oo a.m. hours, in a sealed envelope, specirying clearly and in capital letters:
"POWER OF ATTORNEY FOR THE ORDINARY/EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF 5/6 MAY 2015". The special powers of attorney and, respectively, the
correspondence voting forms, may also be transmitted by electronic means to the address
[email protected] having an extended electronic siSnature attached, observing the deadlines
included herein.
The shareholders may be represented by othet persons under a general power of attorney
granted in accordance with Iaw oo. 2g7/2oo4. Before the first utilization of the general powers
of attorney a certified copy thereof shall be submitted so as to be recorded at the Company's
headquarters, following the procedure and the deadline for submission of special powers of
attomeys indicated in the previous paragraph. ln accordance with art. 243 paragraph 6"4 ofthe
in the general power of attorney,
trefore
receiving
the ballot form, a statement,
shall submit, upon entering the meeting room,
during the validity of
general
by
the
ComPany
meeting conducted
wbich will be updated at each
the general empowerment, showing that they are not in a situation of conflicts of interest
law
rLo. 2g7 /zoo4,Ihe shareholder's represeDtative appointed
according to the mentioned legal provisions.
case the vote is casted by conespondence, the voting forms, completed and signed, together
with the proof of the identity of the shareholder (as mentioned above) may be transmitted at the
In
Company's headquarters, througb courier services, so that it is registered as received at the
Company's registration desk located at its headquarters by 4 May 2015, 11:oo hours, in a sealed
envelope, specifying clearly and in capital letters; "VOTE BY CORRESPONDENCE FOR THE
ORDINARY/EXTRAORDINARY GENERAI. MEETINC OF SITAREHOLDERS OF 5/6 MAY
2015".
The voting forms which are not received at the Company's registration desk located at its
headquarters by the aforementioned term shall not b€ taken into consideration when
determining the quorum and the majority in the Ordinary/Extraordinary General Meeting of
Shareholders.
If
t}te case, the updated special power of attorney forms and voting forms through
correspondence can be obtained uPon request every business day, between 09'00-16'00' at the
Company's headquarters, by fax or post, starting with the next business day after the publication
6
ofthe agenda updated with proposals received from shareholders or directly {rom the Company's
website,
At the date of the convening, the Company's share capital is of RON ro,oor,2o5.4, divided into
roo,orz,o54 ordinary, nominative, dematerialised shares, with a nominal value of RON o.r each,
each share granting the right to a vote in the Ordinary and/or Extraordinary General Meeting of
Shareholders.
Jan Olscher
President ofthe Board of Directors