Registered office:
Oiejdea Locality, DN1, Km 392+600
Code: 517293, Galda de Jos Commune,
Alba county, Romania
Trade Register: J-01/70/1991,
TAX ID CODE:
RO 1755369,
Share capital: lei 65,270,886.70
Joint-stock Company
BOARD OF DIRECTORS
No. 4163/10.11.2011
To
-
THE NATIONAL SECURITIES COMMISSION
BSE - RASDAQ Market
Please find attached the Current Report regarding the call of the
Extraordinary General Meeting of Shareholders of SC ALBALACT SA of 21/22
December 2011.
Respectfully yours,
CHAIRMAN OF THE BOARD OF DIRECTORS
Dr. Ciurtin Petru Raul
Account/Bank: RO76 RNCB 0003 0216 9747 0004 - BCR Alba;
RO90 ABNA 3300 2641 0022 0120 - RBS Bank (Romania) SA Sibiu Branch
Tel:
0258 816 738, 815 601;
Fax:0258 815 418, 816 424;
E-mail:
secretariat@albalact.ro;
Web:www.albalact.ro;
CURRENT REPORT S.C ALBALACT S.A.
(acc. to NSC Regulation no. 1/2006)
10 November 2011
REGISTERED OFFICE:
Oiejdea, DN 1, Km 392+600, Galda de Jos commune, Alba county
PHONE/FAX NUMBER:
Tel./fax. 0258/816738; 846980
NUMBER AND DATE OF REGISTRATION WITH THE TRADE REGISTER OFFICE (OTC):
J01 / 70/1991
FISCAL REGISTRATION CODE: RO 1755369
SYMBOL: ALBZ
IMPORTANT EVENTS TO REPORT
A. The meeting of the Board of Directors, regarding the call of the Extraordinary
General Assembly of Shareholders.
B. Convocation of the Ordinary General Assembly of Shareholders, to be held at the
Company’s registered office in Oiejdea locality, DN 1, km 392+600, Alba county on
21 December 2011, at 12:00, having the following agenda:
1. The discussing and approval of S.C. ALBALACT S.A. as joint and several liable
debtor for all the facilities contracted by S.C. RARAUL S.A. from ING Bank NV
Amsterdam, Bucharest (ING) Branch, namely the facilities granted based on the
following agreements: (i) loan agreement no. 09254 from 27 May 2009 for the
current amount loan of RON 5,000,000 (five million); (ii) loan agreement no.
09254/1 from 27 May 2009 for the current amount loan of RON 70,000 (seventy
thousand), as well as the analysis and approval of the economic interest
pursued by SC ALBALACT SA in relation to such an operation, as well as with
respect to the guaranteeing of the liabilities of RARAUL SA involving the goods
provided under point 2 below.
2. The discussing and approval of the guaranteeing by ALBALACT SA of the loan
facilities granted by ING to ALBALACT SA and RARAUL SA, as well as of any
related interests, costs and expenses, according to the following loan
agreements: i) loan agreement no. 11330/26.08.2011 for the credit facility
amounting to EUR 5,600,000, contracted by ALBALACT SA and ii) loan
agreement no. 11331/26.08.2011 for the current amount loan facility of EUR
2,900,000 (two million nine hundred) contracted by RARAUL SA, on mortgage,
and the related interdictions on the building located in Oiejdea, Galda de Jos
Commune, Alba county, having the cadastral number 625 top:
1430/1/1/1,registered in the Land Registry 70359 of the Galda de Jos locality
(old land register no. 1343 Oiejdea).
3. Ratification of the loan agreement no. 11330/26.08.2011, of the mortgage
agreement authenticated under no. 1190/14.10.2011 by the Mircea Şulea Notary
Public Office, as well as of any other documents concluded by Mr. Ciurtin Petru
Raul for the conclusion or in relation to these agreements.
4. authorization of the Chairman of the Board of Directors of the Company [or a
third party based on an authenticated power of attorney executed by the
Chairman of the Board of Directors of the Company] to negotiate and sign any
necessary documents (including, but without limitation to the mortgage
agreement and the loan agreements), or which are provided under the above
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items 1 or 2.
The discussing and approval of the participation of S.C. ALBALACT S.A. to the
increase of the capital of S.C. RARAUL S.A. with the amount of lei 21,000,000,
on condition that S.C. RARAUL S.A. approves the increase of the share capital.
6. The discussing and approval of Board of Directors’ proposal regarding the date
of 10 January 2012 as registration date, pursuant to the provisions of art. 238 of
Law 297/2004 regarding the capital market, namely the date which serves for
the identification of the shareholders that are to benefit from the effects and
rights conferred by the resolutions that will be adopted by EGAS.
7. authorization of the Chairman of the Company’s Board of Directors to sign, in
the name and on behalf of the shareholders, the EGAS decisions and to fulfill all
and any of the formalities required by the law for the registration, enforcement
and provision of opposability to third parties of the resolutions adopted by EGAS.
The Chairman of the Board of Directors is entitled to delegate his mandate to
other persons regarding the performance of the above mentioned formalities.
Within the General Assemblies of Shareholders of the Company, convoked on 21
December 2011, only the persons registered as the shareholders of the Company in the
Shareholder Register of the Company, kept by S.C. Depozitarul Central SA. are entitled
to participate and vote on the reference date 12 December 2011.
In case the required quorum is not met for the first convocation, the second
convocation for EGAS will be held on 22 December 2011, at the same location and
hour, having the same agenda.
5.
One or several shareholders of the Company, representing, individually or jointly, at
least 5% of the share capital of the Company (hereinafter referred to as “initiators”)
have the right to:
(i) enter items on EGAS agenda, provided that each additional item is drafted in
writing, is accompanied by a justification or a draft decision, proposed for adoption
by EGAS, and is submitted with the registered office of the Company by means of
courier services, with receipt acknowledgement, or by electronic means, carrying the
extended electronic signature, incorporated according to Law no. 455/2001
regarding electronic signature (at the e-mail address juridic@albalact.ro) with the
specification, written in clear and with capital letters: “FOR THE
ORDINARY/EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS OF
21/22 December 2011”, within 15 days from the publishing of the convocation of the
EGAS. The proposals regarding entering new items on EGAS agenda must be
accompanied, in addition to the documents provided above, by the copies of the
identity cards of the initiators (in case of natural persons, the identity card,
respectively in case of legal entities, the legal representative’s identity card, along
with a company extract, issued by the Trade Register, with maximum 30 days before
the established date of EGAS).
(ii) to present, in writing, draft decisions for the items included or proposed to be
included on the EGAS agenda, that shall be submitted at the registered office of the
Company by means of courier services, with receipt acknowledgement, or by
electronic means, carrying the extended electronic signature, incorporated according
to Law no. 455/2001 on electronic signature (at the e-mail address
iuridic@albalact.ro), with the specification, written in clear and with capital letters:
“FOR THE ORDINARY/EXTRAORDINARY GENERAL ASSEMBLY OF
SHAREHOLDERS OF 21/22 December 2011”, within 15 days from the publishing of
the convocation of the EGAS. The draft decisions regarding the items already
included or proposed to be included on EGAS agenda must be accompanied by the
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copies of the identity cards of the initiators (in case of natural persons, the identity
card, respectively in case of legal entities, the legal representative’s identity card,
along with a company extract, issued by the Trade Register, with maximum 30 days
before the established date of EGAS).
Also, each shareholder of the Company, regardless of the participation in the share
capital, has the right to raise questions regarding the items on EGAS agenda. The
shareholders can submit such questions only accompanied by the copy of a valid
identity document (in case of natural persons, the identity card, respectively in case of
legal entities, the legal representative’s identity card, along with a company extract,
issued by the Trade Register, with maximum 30 days before the established date of
EGAS), at the Company’s registered office, until 19 December 2011, in a sealed
envelope, with the specification, written in clear and with capital letters: “FOR THE
EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS ON 21/22
DECEMBER 2011”.
Each shareholder of the Company, registered at the reference date (namely 12
December 2011) has the right to designate another natural or legal person, excepting
the Company’s directors, as their representative in order to participate and vote in
his/her name within EGAS, by virtue of a special power of attorney, in the format and
content of the available model of special power of attorney for EGAS, provided by the
Company. The represented shareholder has the obligation to expressly specify, within
the special power of attorney, the voting instructions for each item included on EGAS
agenda. The special power of attorney is valid only for EGAS, for the purpose it has
been requested, the attorney in fact being obliged to vote in accordance to the
instructions expressed by his/her designating shareholder. The powers of attorney
drafted contrary to the content of the available model of special power of attorney
provided by the Company, shall be considered null, the attorney in fact losing the right
to represent the shareholder named in virtue of the mandate.
The special power of attorney within EGAS will be found on the Company’s official
website (i.e. www.albalact.ro), as well as on paper, at the Company’s registered office,
starting with the date of publishing the summon. The special powers of attorney shall be
appropriately drafted according to the model of special power of attorney provided by
the Company, filled out, signed and stamped, if necessary, in 3 original counterparts
(one copy for the shareholder, one for the attorney in fact and one for the Company).
The Company’s original copy of the special power of attorney for EGAS, accompanied
by a copy of the shareholder’s identity document (in case of natural persons, the identity
card, respectively in case of legal entities, the legal representative’s identity card, along
with a company extract, issued by the Trade Register, with maximum 30 days before
the established date of EGAS), shall be submitted at the Company’s registered office, in
a sealed envelope, with the specification, written in clear and with capital letters: “FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON 21/22
December 2011”, 48 hours before the established date of EGAS, under the penalty of
losing the right to vote within EGAS.
The special powers of attorney, accompanied by a copy of the shareholder’s
identity card can be submitted by e-mail with an extended electronic signature,
incorporated according to Law no. 455/2001 regarding electronic signature, 48 hours
before the established date of EGAS, at the address: juridic@albalact.ro, specifying in
the field “subject”: “FOR THE EXTRAORDINARY GENERAL ASSEMBLY OF
SHAREHOLDERS ON 21/22 DECEMBER 2011”.
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At the agreed date of EGAS, upon entering the boardroom of the general assembly,
the attorney in fact, designated by the shareholder, shall hand over to the Company’s
representative the top copy of the special power of attorney, in case it was submitted via
e-mail, with the extended electronic signature incorporated and a copy of the identity
document of the designated attorney in fact (identity card).
The shareholders of the Company, registered at the reference date (namely 12
December 2011) in the Shareholder Register kept by S.C. Depozitarul Central S.A.
have the possibility to vote by correspondence, before the established date of EGAS,
using the correspondence ballot paper (“Ballot paper”).The correspondence ballot
papers within EGAS can be obtained, starting with the date of publishing the
convocation, at the Company’s registered office, as well as on the Company’s official
website (www.albalact.ro).
in case of correspondence ballot, the Ballot papers, filled out and signed,
accompanied by a copy of a valid identity document of the shareholder (in case of
natural persons, the identity card, respectively in case of legal entities, the legal
representative’s identity card, along with a company extract, issued by the Trade
Register, with maximum 30 days before the established date of EGAS), can be
submitted as follows:
a) submitted at the registered office of the Company, by any means of mailing with
receipt acknowledgement, in a sealed envelope, with the specification, written in clear
and with capital letters: “FOR THE EXTRAORDINARY GENERAL ASSEMBLY OF
SHAREHOLDERS ON 21/22 DECEMBER 2011” 48 hours before the established date
of EGAS, or
b) by e-mail with an extended electronic signature, incorporated according to Law
no. 455/2001 regarding electronic signature, 48 hours before the established date of
EGAS, at the address: juridic@albalact.ro, specifying in the field “subject”: “FOR THE
EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS ON 21/22
DECEMBER 2011”.
The correspondence ballot papers that are not received by the Company within the
foregoing agreed term will not be reckoned for establishing the quorum and majority in
order to adopt the resolutions within EGAS.
The integral text of the documents, newsletters and draft decisions, as well as other
information regarding the items included on EGAS agenda, shall be available starting
with the date of publishing the convocation, on the Company’s official website (i e.
www.albalact.ro) and at the Company’s registered office.
President of the Board of Directors,
Ciurtin Petru Raul
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