SC TRANSILVANIA CONSTRUCTII SA
10 Orastie Street Cluj-Napoca
J12/821991 Tax Code: RO199044
Subscribed and paid up share capital: RON 45,490,104
MAIL-IN BALLOT
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS - August 25/26, 2015
I, the undersigned / S.C. ................................................... with PIN....................... / Tax Code ........... holder of
...................... shares issued by SC Transilvania Constructii SA, representing .........% of the total number of shares
issued, conferring the right to a number of............... votes at the Extraordinary General Meeting of Shareholders,
representing ....... % of the total voting rights at the Extraordinary General Meeting of Shareholders of SC
Transilvania Constructii SA Cluj-Napoca, that will take place on 25.08.2015, at 12.00 p.m., at the company’s
headquarters in Cluj-Napoca, 10 Orastie street, Cluj-Napoca, with a reference date of 13.08.2015, vote as follows:
No.
VOTE
(shall be filled in with
For, against or abstention)
for
against
abstention
Agenda
Approval of the cancellation of the company’s own shares, acquired by SC Transilvania
Constructii SA following the merger by absorption with SC Parc Logistic Transilvania SRL,
carried out in 2014, merger in which SC Transilvania Constructii SA acted in the capacity
of absorbing company.
As a result of the merger, SC Transilvania Constructii SA acquired a number of 578,737
shares, book value per unit of RON 87/ share , and a nominal value of RON 33/share.
The total book value of these shares is of RON 50,350,119.59.
Since the company is obliged to cancel these shares, this cancellation shall be carried out at
the expense of the following items of ownership equity, registered in the company’s trial
balance on 30.06.2015:
Item
1
Accounting
symbol
Amount -RON
Remarks
578,737 own shares, with
a nominal value of RON
33/share
Share capital
1012
19,098,321.00
Merger premium
104
8,429,526.10
Other reserves
Profit/loss carried forwardunallocated profit
Profit/loss carried forward
representing revaluation reserve
surplus-taxed
1068
1,407,672.31
1171
7,953,010.90
1175.01
11,916,879.61
1171
1,544,709.67
Profit/loss carried forward-loss to be
recovered
Total ownership equity
50,350,119.59
Loss which shall be
recovered form the future
profits
2
3
4
Approval of recovery of the amount of RON 1,544,709.67, from future
profits. This amount represents loss resulting from the cancellation of own
shares.
Approval of reduction of share capital with the amount of RON 19,098,32,
by the cancellation of a number of 578,737 shares, with a nominal value of
RON 33/share, held at the moment by the company. The shares were
acquired by the company following the merger by absorption with SC Parc
Logistic Transilvania and in compliance with the legal provisions these must
be cancelled.
Approval of modification of the company’s Articles of Articles of
incorporation as follows:
Art 8 will have the following content:
“The total subscribed and paid up share capital is of RON 26,391,783,
divided into 799,751 shares, with a nominal value of RON 33 each,
numbered from 1 to 799,751 shares.
Art 9 will have the following content:
„ RON 16,492,833.21 out of the total share capital of RON 26.391.783
represents contribution in kind.”
6
-as well as its submission to the National Trade Registry Office
Approval for the authorisation of a person responsible for carrying out the
procedures and formalities provided by law in order to give effects to the
decisions of the Extraordinary General Meeting of Shareholders, to submit
and to receive documents and to sign to this end in the name of the company
in relation to the Trade Registry Office, Financial Regulator, Bucharest
Stock Exchange as well as to other public or private entities. The proxy shall
be able to delegate the powers granted under the terms mentioned above to
any person, as he deems to be necessary.
Approval of September 15, 2015 as registration date.
7
Approval of September 14, 2015 as ex date.
5
Date ________________
_______________________
(shareholder’s name, surname, in capital letters)
(shareholder’s signature– natural person or representative -legal person)
By filling in and signing this mail-in ballot, I undertake to sent a copy of this form, in original, to the headquarters of
S.C. Transilvania Constructii S.A, with the note “MAIL-IN BALLOT FOR THE EXTRAORDINARY GENERAL
MEETING OF THE SHAREHOLDERS 25.08.2014, accompanied by the copy of a valid ID card (ID card in the
case of shareholders natural persons and registration certificate and copy of ID card of the legal representative in the
case of legal persons), in due time, in order to be registered with the register office at the company’s headquarters, at
the latest by 25.08.2014, 12 p.m.