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DRAFT
RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
DATED 30/31 DECEMBER 2015
The Extraordinary General Meeting of Shareholders of Sometra S.A. having the registered office
at 1 Fabricilor street, Copsa Mica, Sibiu county, registered with the Sibiu Trade Registry under
no. J32/124/1991, sole registration code (CUI) 813526, subscribed and paid up share capital of
RON 66,442,886 (the „Company”),
duly convened in accordance with the applicable legal provisions and the updated articles of
association of the Company through the convening notice published with the Official Gazette of
Romania – IVth Part Newspaper Tribuna.
duly held in accordance with the applicable legal provisions upon [the first convening thereof, on
30 December 2015]/ [the second convening thereof, on 31 December 2015], starting with 10:00
a.m., in the presence of the shareholders representing [•]% of the share capital of the Company
having attached voting rights, for all shareholders registered with the Company’s Shareholders’
Registry as of the end of the date 21 December 2015, being hereby deemed the reference date for
this meeting,
in accordance with the provisions of Law no. 31/1990 on companies, republished, as
subsequently amended and supplemented („Law 31/1990”), Law no. 297/2004 on the capital
market, as subsequently amended and supplemented (“Law 297/2004”), Regulation of the
National Securities Commission (currently the Financial Supervisory Authority) no. 1/2006 on
issuers and securities operations, as subsequently amended and supplemented, Regulation of the
National Securities Commission no. 6/2009 on the exercise of certain rights within general
meetings of the shareholders, as subsequently amended and supplemented, and the Company’s
updated articles of association (the “Articles of Association”),
HEREBY DECIDES:
1.
RESOLUTION NO. 1
With the majority/unanimity of the votes present and represented, hereby approves the agenda
of the Extraordinary General Meeting of Shareholders.
2.
RESOLUTION NO. 2
With the majority/unanimity of the votes present and represented, hereby approves the project
dated 11 November 2015, authenticated under no. 41 by notary public Roxana Popescu and
published with the Official Gazette of Romania dated 6590 of 19.11.2015 (the “Partial Spin-Off
Project”), which was prepared in connection with the Company’s partial spin-off to be carried
out to the benefit of Reycom Recyling S.A. a joint stock company, registered with the Sibiu Trade
Registry under no. J32/680/2015, sole registration number 34802220 (“Reycom Recycling”),
held 100% by the Company (the “Partial Spin-Off”).
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3.
RESOLUTION NO. 3
With the majority/unanimity of the votes present and represented, hereby finally approves the
Partial Spin-Off as well as any and all consequences and effects which result from the
detachment by way of partial spin-off of a fraction of the Company’s patrimony, mainly
associated with the Company’s production/processing activity, and the transfer thereof to
Reycom Recyling, in accordance with and as further detailed in the Partial Spin-Off Project,
including without limitation the transfer from the Company to Reycom Recycling of the
buildings and related immovable assets mentioned in Annex no. 6 the Partial Spin-Off Project, a
list of which is attached hereto.
4.
RESOLUTION NO. 4
With the majority/unanimity of the votes present and represented, hereby approves the
establishing of the date the date of 21 January 2016 as registration date serving for the
identification of the shareholders to whom the effects of the Extraordinary General Meeting of
Shareholders are applicable, in accordance with art. 238 of Law 297/2004, and the date of 20
January 2016 as „ex date” date.
5.
RESOLUTION NO. 5
With the majority/unanimity of the votes present and represented, hereby approves to empower
each of the members of the Company’s board of directors, each having the possibility to subdelegate the powers vested with them hereby towards other persons designated by them, to sign
in the name of the Company’s shareholders, the resolution of the Extraordinary General Meeting
of Shareholders, all affidavits, requests, as well as all other necessary documents, and to fulfil all
formalities required by the law in front of the competent authorities, and any third parties,
including the Bucharest Stock Exchange, the Financial Supervisory Authority, the Central
Depository, the Trade Registry and the Official Gazette in order to carry out the resolutions taken
in the General Extraordinary Meeting of Shareholders, to publish and register them wherever
necessary.
6.
RESOLUTION NO. 6
With the majority/unanimity of the votes present and represented, hereby approves, in
consideration of the Company’s capacity as sole shareholder of Reycom Recycling:
(a) the approval at the level of Reycom Recycling of the Partial Spin-Off Project and the
implementation of the Partial Spin-Off, as well as any and all consequences and effects which
result from the transfer by way of partial spin-off of a fraction of the Company’s patrimony,
mainly associated with the Company’s production/processing activity, to Reycom Recyling,
in accordance with and as further detailed in the Partial Spin-Off Project, including without
limitation the transfer from the Company to Reycom Recycling of the buildings and related
immovable assets mentioned in Annex no. 6 the Partial Spin-Off Project, a list of which is
attached hereto; and
(b) to empower mrs. Arcas Amalia Delia, romanian citizen Pasaport code ROU series 052449638,
issued by romanian authorities on 20.06.2014 , CNP 2801216324879, in the name and on behalf
of the Company, with full power and authority to represent the Company and to sign in the name
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and on the Company's behalf the resolutions of the shareholder of Reycom Recycling in relation
to the matters approved under paragraph (a) above and to perform in the Company's name all
rights resulting from its capacity as shareholder of Reycom Recycling in view of approving and
implementing the resolutions indicated above, with the power to sub-delegate to any person any
of the powers granted to him/her by this resolution, as he/she shall consider opportune,
necessary or useful
President of the Board of Directors,
Ing. Samaras Dimitrios
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