The Board of Directors of ICME ECAB S.A., gathered on 26.04.2021, decides the following:
I. To convene the ORDINARY GENERAL MEETING OF SHAREHOLDERS of the Company for 31.05.2021, at 14:00, first convening, at the Company’s seat in Bucharest, District 3, 42 Drumul intre Tarlale Street and if the quorum provided in the Articles of Incorporation is not met on the first convening, a second convening is hereby set for 01.06.2021, at the same hours, at the Company’s seat, with the following agenda:
1. Analyse the financial result and situation of the Company for the year 2020;
2. Approval of the financial statements for 2020 (balance sheet and the profit and loss account according to the Romanian standards) and the profit appropriation
3. Discussion and approval of the Annual Report of the Board of Directors for 2020;
4. Discussion and approval of the Report of the Financial Auditor for 2020;
5. Presentation and approval of the budget for 2021;
6. The directors’ release of administration for the activity of 2020;
7. The ratification of all the actions carried out by the current members of the Board of Directors in the period between 27.05.2020 and the date of the election of the new members of the Board of Directors;
8. The election of the Company`s Board of Directors for a period of one year;
9. Approval of the remuneration for the Company’s directors for 2021;
10. The appointment of the PwC Romania in the capacity of Company’s financial auditor;
11. 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 negotiate and to sign the contract which will be concluded with the financial auditor;
12. Re-election of the Chairman and Vice-Chairman of the Board of Directors of the Company;
13. The update of the Articles of Incorporation as per the decision regarding pts. 8, 10 and 12;
14. Discussion and appointment of the persons from Drakopoulos Law Firm that shall represent the Company before the Trade Register Office in order to sign and perform all formalities necessary to register the Decision of the Ordinary General Meeting of Shareholders which will be adopted;
II. To convene the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of the Company for 31.05.2021, at 15:00, first convening, at the Company’s seat in Bucharest, District 3, 42 Drumul intre Tarlale Street and if the quorum provided in the Articles of Incorporation is not met on the first convening, a second convening is hereby set for 01.06.2021, at the same hours, at the Company’s seat, with the following agenda:
1. In accordance with the provisions of art. 61 para. 5 of Law no. 126/2019, the cancellation of a number of 4,875,942 shares issued by the Company, not deposited at the Company’s headquarters and, consequently, the decrease of the Company’s share capital, from LEI 34,863,429 to LEI 34,375,834.80.
2. The amendment of art. 6.1 of the Articles of Incorporation as per the decision adopted at pt. 1 above, which will have the following content:
“6.1 The share capital of the Company, fully subscribed and fully paid-up by the Shareholders, amounts to Lei 34.375.834,80.”
3. The amendment of art. 6.2 of the Articles of Incorporation as per the decision adopted at pt. 1 above, which will have the following content: “6.2 The Company’s share capital is divided into 343,758,348 equal nominative shares, with a nominal value of Lei 0.10 each.”
4. The amendment of art. 6.3 of the Articles of Incorporation as per the decision adopted at pt. 1 above, which will have the following content:
“6.3. The share capital of the Company is fully subscribed and paid-up as follows:
CENERGY HOLDINGS SA., a Belgian legal entity, with registered office in Belgium, Brussels, Avenue Marnix 30, post code 1000, incorporated as a private company according to the Belgian law, as per permit no. 06220.127.116.114 issued by Brussels, holder of 343,704,016 shares with a nominal value of Lei 0.1 each, to an overall amount of Lei 34,370,401.6 representing 99,98% of the share capital, with a participation in the benefits and losses of 99,98%, The Other Shareholders, natural persons and legal entities, holders of 54,332 shares with a nominal value of 0.10 each, to an overall amount of Lei 493,027.4 representing 0.02% of the Company’s capital, with a participation in the benefits and losses of 0.02%.”
5. The amendment of art. 2.4 of the Articles of Incorporation of the Company by deletion of the reference to the working point located in Timis County, which will have the following content:
“2.4 The Company holds working points in:
– Cluj County, Cluj-Napoca City, 206 Traian Vuia Str., post code 3400;
– Bacau County, Bacau City, 5 Calea Romanului Str, post code 600384;
The following activities shall be carried out at the Company’s secondary offices: wholesale trade of other products, including, but without being limited to wires, electrical and optical cables, conductors, in Romania as well as abroad, as well as the importexport operations for materials, components, spare parts and equipment.
The Company has the right to change its registered office and to incorporate/close secondary offices by Decision of the Board.”
6. The amendment of art. 26.2 of the Articles of Incorporation of the Company, which will have the following content:
“26.2. The General Manager/Executive General Manager shall have the right to carry out any operations required for the efficient management of the Company, excepting the roles expressly assigned by the law and by the Articles of Incorporation to the exclusive competence of the General Shareholders’ Assembly and Board of Directors, which shall mainly include, but shall not be limited to:
a. execution of contracts involving payments made to or by the Company, or any other expenses, engagements or transfers of capital;
b. execution, amendment, suspension, termination of labor agreements between the Company and the entire personnel of the Company, including for persons in management positions, establishing their roles and powers;
c. granting advance payments for the employees’ travel expenses;
d. purchase of property, equipment to be used by the Company and other assets;
e. approval of the Organization and Operation Regulations, Internal Regulation and Quality Manual;
f. approval for Christmas gifts, Easter Gifts, vacation vouchers;
g. supervision of the activity performed by the Manager of the Quality Assurance Department, who will report to the General Manager;
h. sale of Company’s vehicles, equipment or other assets, of low value, until EUR 100.000, or fully depreciated, to employees or other individuals or intra group companies.
7. The modification of art. 25.4 letter u) of the Company’s Articles of Incorporation, which will have the following content:
“u) Appointment of a new member of the Board of Directors in charge with Quality Assurance, to whom the Manager of the Quality Assurance Department shall inform.;
8. The update of the Company’s Articles of Incorporation, further to the above decisions.
The shareholders shall be entitled to vote according to the number of the shares, as registered in the shareholders registry by 21.05.2021, 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 thereof certified by a notary public in Romania.
CHAIRMAN OF BOARD OF DIRECTORS, Mr. LAIOS N. KONSTANTINOS
Hellenic Cables is one of the largest cable producers in Europe, manufacturing power and telecom cables as well as submarine cables for various industries, including offshore wind and utilities, as well as undertaking turnkey power transmission and distribution projects. Through its fully owned subsidiary Fulgor, Hellenic Cables operates its submarine cables plant in Corinth, Greece, where the production and testing of some of the longest submarine cable lengths without factory joints on a worldwide basis is empowered by the Company’s state-of-the-art facilities and equipment. Since 2012, Hellenic Cables has implemented a EUR 250 million-investment plan for the production of high and extra high-voltage submarine cables at Corinth plant. Hellenic Cables represents the cable production segment of Cenergy Holdings SA. For further information, please visit Hellenic Cables website at www.hellenic-cables.com.
Cenergy Holdings is a Belgian holding company listed on both Euronext Brussels and Athens Stock Exchange, investing in leading industrial companies, focusing on the growing global demand of energy transfer, renewables and data transmission. The Cenergy Holdings portfolio consists of Corinth Pipeworks and Hellenic Cables, companies positioned at the forefront of their respective high growth sectors. Corinth Pipeworks is a world leader in steel pipe manufacturing for the oil and gas sector and major producer of steel hollow sections for the construction sector. Hellenic Cables is one of the largest cable producers in Europe, manufacturing power and telecom cables as well as submarine cables for the aforementioned sectors. For more information about our company, please visit our website at www.cenergyholdings.com.