TO: BUCHAREST STOCK EXCHANGE

THE FINANCIAL REGULATOR

Current report in accordance with: Law 24/2017 on the issuers of financial instruments and market operations and ASF Regulation no. 5/2018 on the issuers of financial instruments and market operations.

Report date: 29.12.2021

Issuer's name: Electroarges SA

Registered office: Curtea de Arges, str. Albesti, nr. 12, jud. Arges

Trade Register Registration Code: RO156027

Trade Register Registration Number: J03/758/1991

Share capital: 6.976.465,00 lei

Important events to report:

OGMS and EGMS Summoning Notice - 31.01.2022

Electroarges SA informs the shareholders and potential investors that in the Board of Directors' meeting of 29.12.2021 it was decided to summon, at the company's registered office in Curtea de Arges, str. Albesti, nr.12, jud. Arges, of the:

  1. Extraordinary General Meeting of Shareholders on 31.01.2022, at 09.00;
  1. Ordinary General Meeting of Shareholders on 31.01.2022, at 09.30.

All shareholders registered in the Register of Shareholders at the end of 17.01.2022, which is the reference date, have the right to attend and vote in the extraordinary and ordinary general meetings.

If at the first summoning the legal quorum conditions will not be met, the Extraordinary General Meeting is reconvened for 01.02.2022, at 09.00, and the Ordinary General Assembly is reconvened for 01.02.2022, at 09.30, at the company's registered office in Curtea de Arges, Str. Albesti nr.12, jud. Arges.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

has the following AGENDA:

1. Approval of completing the secondary business activities of Electroarges SA, with the following activities, respectively completing the list of secondary business activities from art. 6 of the Articles of Incorporation as follows:

Art. 6. (...)

Secondary activities:

(...)

2016 - Manufacture of plastics in primary shapes;

2229 - Manufacture of other plastic products;

2550 - Forging, pressing, stamping and roll-forming of metal; powder metallurgy; 2562 - Machining;

2573 - Manufacture of tools;

2824 - Manufacture of power-driven hand tools;

2932 - Manufacture of other parts and accessories for motor vehicles; 3240 - Manufacture of games and toys;

3250 - Manufacture of medical and dental instruments and supplies; 4677 - Wholesale of waste and scrap.

    1. Approval of the extension of the credit line in the maximum amount of 18,000,000 lei, contracted from Raiffeisen Bank SA.
    2. The approval that, in order to guarantee the extension of the credit facility in the amount of 18,000,000 lei, the following guarantees are constituted:
  2. movable mortgage on the company's accounts (current and / or other accounts) opened with Raiffeisen Bank SA;
  3. movable mortgage on the stock of raw materials, semi-finished and finished products;
    1. movable mortgage on the universality of the debts;
    2. real estate mortgage on buildings located in Curtea de Arges, str. Albesti, nr. 12, jud. Arges, the property of Electroarges SA, as follows:

    3. - land within the built-up area - buildings and adjoining areas with an area of 1,555 square meters and the construction C1 built on it, having Land Register no. 81264, registered in the Land Book no. 81264 of Curtea de Arges;
  • land within the built-up area - buildings and adjoining areas with an area of 1,152 square meters and the constructions C1, C2 and C3 built on it, having Land Register no. 81267, registered in the Land Book no. 81267 of Curtea de Arges;
  • land within the built-up area - buildings and adjoining areas with an area of 4,992 square meters and the constructions C1, C2 built on it, having Land Register no. 81265, registered in the Land Book no. 81265 of Curtea de Arges;
  • land within the built-up area - buildings and adjoining areas with an area of 1,411 square meters and the constructions C1, C3 built on it, having Land Register no. 81268, registered in the Land Book no. 81268 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 366 square meters and the construction C1 built on it, having Land Register no. 81266, registered in the Land Book no. 81266 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 3,490 square meters and constructions C1, C2 built on it, having Land Register no. 81269, registered in the Land Book no. 81269 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 8,666 square meters and the constructions C1, C2, C3 built on it, having Land Register no. 81272, registered in the Land Book no. 81272 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 741 square meters and the constructions C1 and C3 built on it, having Land Register no. 81270, registered in the Land Book no. 81270 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 3,687 square meters and the constructions C1, C2, C3, C4, C5, C6, C7, C8 built on it, having Land Register no. 81273, registered in the Land Book no. 81273 of Curtea de Arges;
    • land within the built-up area - buildings and adjoining areas with an area of 39,433 square meters and the constructions C1, C2, C4, C9, C11, C12, C21, C23, C24, C28, C29, C30, C31, C33 built on it, having Land Register no. 81271, registered in the Land Book no. 81271 of Curtea de Arges;
  1. Approval that, until the date of settlement of all the obligations assumed by the company towards the bank, through the credit facility contracts, the company undertakes to follow the contractual clauses.
  2. Mandating the Chairman of the Board of Directors and/or the Vice-Chairman and/or the Economic Adviser and/or the Financial Manager, to sign on behalf of and for the company the credit facility contract, the real estate mortgage contract, the movable mortgage contract on the accounts, the debt assignment contract, the movable mortgage contracts adjacent to the credit facilities, the additional documents for the extension of the

facility, as well as any other documents/statements necessary for these documents to validly engage the company in these operations.

6. Mandating the Economic Advisor and/or the Financial Manager to sign on behalf of and for the company any document related to the use of the facility granted by Raiffeisen Bank SA.

7. Approval to change the Company's registered office, starting with 01.02.2022, from the current address from strada Albesti, nr.12, Curtea de Arges, jud. Arges, Romania, at the new address from strada Horatiu, nr. 8-10, sector 1, Bucharest, Romania and the establishment of a Company's secondary office, starting with 01.02.2022, at the address from strada Albesti, nr.12, Curtea de Arges, jud. Arges, Romania.

7.1. In the situation of approving item 7 on the agenda, the approval of amending the Company's Articles of Incorporation is requested, in the sense of mentioning in art.3 of the Articles of Incorporation of the new registered office. In this sense, it is motioned to amend art. 3 of the Company's Articles of Incorporation, and the article will have the following form:

CURRENT FORM

The company's registered office is in Romania, Curtea de Arges, Str. Albesti, Nr. 12, Jud Arges. The company's registered office can be changed in another locality in Romania, based on the decision of the General Meeting of Shareholders, according to the law.

The company may have branches, subsidiaries, technical (service) and commercial representatives, agencies, located in other localities in the country and abroad, in compliance with legal regulations.

AMENDED FORM

The company's registered office is in in Romania, Bucharest, Sector 1, Str. Horatiu, Nr. 8-10. The company's registered office can be changed in another locality in Romania, based on the decision of the General Meeting of Shareholders, according to the law.

The company may have branches, subsidiaries, technical (service) and commercial representatives, agencies, located in other localities in the country and abroad, in compliance with legal regulations.

  1. Approval of the extension of the Company's office at the address from strada Aleea Alexandru, nr. 7A, sector 1, Bucharest, Romania, for a period of 4 years.
  2. Approval of the amendment of the Electroarges SA's Articles of Incorporation according to the Board of Directors' proposals in this respect.
    9.1. A motion to modify in the following form the provisions of art. 8 paragraph (1)

is submitted:

CURRENT FORM

AMENDED FORM

The reduction of the share capital can

The reduction of the share capital can

be made on the basis of the decision of

be made on the basis of the decision of

the General Meeting of Shareholders

the Extraordinary General Meeting of

and in accordance with the law. The

Shareholders, in accordance with the

proposal to reduce the share capital

law. The proposal to reduce the share

will be communicated by the Board of

capital will be communicated by the

Directors of the financial auditor's

Board of Directors of the company, to

company, at least 30 days before the

the financial auditor, at least 30 days

date of the holding of the General

before the date of the holding of the

Meeting of Shareholders. The financial

Extraordinary

General Meeting of

auditor will refer to the causes and

Shareholders.

The financial auditor

conditions of the reduction, as well as

will refer to the causes and conditions

the procedure that will be used to

of the reduction, as well as the

perform it.

procedure that will be used to perform

it.

9.2. A motion to modify in the following form the provisions of art. 9 (c) is

submitted:

CURRENT FORM

AMENDED FORM

c) The Extraordinary General Meeting

c) The Extraordinary General Meeting

of Shareholders may decide to trade

of Shareholders may decide to trade

the preferential rights under the

the preferential rights under the

conditions of the law and the CNVM

conditions of the law and the ASF and

and BSE regulations.

BSE regulations.

9.3. A motion to modify in the following form the provisions of art.12 is submitted:

CURRENT FORM

AMENDED FORM

The shares issued by the company are

The shares issued by the company are

registered in material form and are

registered in material form and are

managed by registration in the account

managed by registration in the account

by DEPOZITARUL CENTRAL SA,

by DEPOZITARUL CENTRAL SA,

which keeps track of them.

which keeps track of them.

Each paid share confers the right of the

Each paid share confers the right of the

shareholders, who are in the register of

shareholders, who are in the register of

shareholders on the reference date

shareholders on the reference date

established according to the law,

established according to the law,

provided by Depozitarul Central SA, to

provided by Depozitarul Central SA,

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Electroarges SA published this content on 03 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2022 16:17:03 UTC.