CONVENING NOTICE
Including the agenda completed in compliance with the stipulations of art. . 1171 of Law no.
31/1990 regarding the trading companies, subsequently amended and supplemented and
of art.7 of NSC Rule no. 6/2009. The convening notice was initially published in the Official
Journal of Romania, part IV, no. 3175/22.08.2012 and also in Bursa newspaper, no.
159/22.08.201.
The Board of Directors of S.C. SIBEX – SIBIU STOCK EXCHANGE S.A. Sibiu,
J32/28/1994, CUI 6584502, in compliance with the company’s Articles of
Incorporation, Law no.31/1990, Law no. 297/2004, Romanian National Securities
Commission’s (RNSC) Rule no. 1/2006 and RNSC Rule no. 6/2009, convenes the
SHAREHOLDERS ORDINARY GENERAL MEETING, on September 22nd 2012, at
12:00 o’clock, in SIBIU, at Hotel Golden Tulip Ana Tower, 2 Scoala de Inot street, GOGA
conference room, 10th fl00r, with the following agenda, completed with item no. 5, at the
request of SSIF WBS ROMANIA SA, holder of 1.162.976 shares, representing 3,4791% of
SC SIBEX SA share capital , E.D. ENGINEERING IMPEX SRL, holder of 220.900
shares, representing 0,6608% of SC SIBEX SA share capital, Mr. CAVARNALI VLAD,
holder of 208.000 shares representing 0,6222% of SC SIBEX SA share capital and Mr.
NEAGOE MARIAN RENATO, holder of 119.000 shares representing 0,3560% of SC
SIBEX SA share capital, request registered at SC SIBEX SA under no. 1307/06.09.2012,
and also completed with item no. 6, at the request of Mrs. Mirela-Narcisa
Grigoroiu, holder of 1.671.377, representing 4,999942% of SC SIBEX SA share
capital and of S.C. DELTA SOLAR INVESTMENS S.A., holder of 1.350.722,
representing 4,0406% of SC SIBEX SA share capital, request registered at SC
SIBEX SA under no. 1302/06.09.2012. Thus, the agenda of the General Meeting
includes:
1.
2.
3.
4.
5.
6.
Revoking the members of S.C. SIBEX SIBIU STOCK EXCHANGE S.A. Board of
Directors.
Appointing new members of SC SIBEX SA Board.
Approving the date of 5.10.2012 as registration and identification date for the
shareholders entitled to benefit from the general meeting resolutions dated
22/23.09.2012, in compliance with the stipulations of art. 238 of Law no. 297/2004
regarding the capital market.
Vesting the president of SC SIBEX SA Board of Directors, with the possibility of
being replaced by the Vice-president or any other manager, to sign the decisions of
SIBEX Shareholders Ordinary General Meeting dated 22/23.09.2012 and carry out
all the formalities specified by the legislation in force for the meeting dated 22/23.
09.2012, with the possibility of being replaced by the legal advisers of SC SIBEX SA.
Approving the lawsuit against the administrator SIMIONESCU DAN, in compliance
with the stipulations of art. 155 of Law no. 31/1990 and vesting the person who would
carry out all the formalities specified by the legislation in force to start the lawsuit.
The reasons for this request will be revealed at the general meeting.
Approving the lawsuit against the administrator SIMA CRISTIAN, in compliance
with the stipulations of art. 155 of Law no. 31/1990 and vesting the person who would
S.C. SIBEX - SIBIU STOCK EXCHANGE S.A.
România, Sibiu
550377, Piata Aurel Vlaicu nr 9-10, etaj 3
Tel.: 0269/211 798 / 799, Fax: 0269/211 153
Web: www.sibex.ro ; e-mail: [email protected]
DECIZIA C.N.V.M. NR. 356 / 31.01.2006
Capital social: 33.427.926 lei
Nr. O.R.C. J32/28/1994 CUI RO 658 4502
Cont RO88 CARP 0332 0011 1484 RO01
Banca Carpatica S.A. – Suc. Sibiu
carry out all the formalities specified by the legislation in force to start the lawsuit.
The reasons for this request will be revealed at the general meeting.
If, at the first convening, the legal and statutory quorum is not met, the
Shareholders General Ordinary Meeting will take place on September 23,
2012, at the same time and place, and with the same agenda.
Only the shareholders registered in SC SIBEX SA Shareholders Registry at 10.09.2012,
defined as reference date, shall be entitled to attend and vote in the meeting, according
to the legal stipulations in force. Shareholders may attend the general meeting in person
(by legal representative) or may be represented by other persons according to the law
(based on a special power of attorney) or can vote by correspondence, prior to the
General Meeting (based on the Correspondence Voting Form).
The access at the meeting/or the vote by correspondence for the shareholders who have
the right to participate in the meeting, is permitted by the simple proof of their identity
made, in the case of shareholders who are natural persons, by their identity document (
B.I/C.I for the Romanian citizens or, as the case may be, Passport/Residence Permit for
the foreign citizens) and, in the case of legal persons, based on the identity document of
the legal representative ( B.I/C.I for the Romanian citizens or, as the case may be,
Passport/Residence Permit for the foreign citizens), accompanied by an official
document that attests its capacity as a legal representative ( ascertaining certificate
issued by Trade Registry Office or any other proof issued by the competent authority , in
original, issued within the last 30 days).
The representatives of the natural persons shall be identified based on their identity
document (B.I/C.I for the Romanian citizens or, as the case may be, Passport/Residence
Permit for the foreign citizens), along with the special Power of Attorney signed by the
shareholder natural person.
The representatives of the shareholders legal persons shall prove their capacity based on
their identity documents (B.I/C.I for the Romanian citizens or, as the case may be,
Passport/Residence Permit for the foreign citizens), along with the special Power of
Attorney signed by the legal representative of the respective legal entity and with an
official document that attests its capacity as a legal representative of the person signing
the special Power of Attorney (ascertaining certificate issued by Trade Registry Office or
any other proof issued by the competent authority , in original, issued within the last 30
days).
Documents submitted in a foreign language (except for identity documents) shall be
accompanied by the authorized translation thereof into Romanian.
Any interested shareholder has the right to send to SC SIBEX SA the proposals of candidates for
the company’s Board of Directors, in writing, so that to be registered as received to the
company’s registration no later than September 19, 2012, hour 16:00.
Each file of the candidates shall be accompanied by the following documents:
 The candidate’s proposal, mentioning name, city of residence and professional qualification
of the candidate, under authorized signature and stamp of the shareholder, if applicable;
 The candidate’s curriculum vitae, dated and signed, including his/her experience on the
capital market;
 Statements:
S.C. SIBEX - SIBIU STOCK EXCHANGE S.A.
România, Sibiu
550377, Piata Aurel Vlaicu nr 9-10, etaj 3
Tel.: 0269/211 798 / 799, Fax: 0269/211 153
Web: www.sibex.ro ; e-mail: [email protected]
DECIZIA C.N.V.M. NR. 356 / 31.01.2006
Capital social: 33.427.926 lei
Nr. O.R.C. J32/28/1994 CUI RO 658 4502
Cont RO88 CARP 0332 0011 1484 RO01
Banca Carpatica S.A. – Suc. Sibiu
oStatement of the proposed candidate that he/she accepts the mandate as member of the
Board of Directors, in compliance with the stipulations of art. 15312, paragraph (3) of Law
no. 31/1990 regarding the trading companies, subsequently amended and supplemented;
oStatement of the candidate that he/she meets the legal and statutory requirements,
professional qualification conditions, as well as any other criteria set by National
Securities Commission Regulations in force, in order to be administrator of the
Company.
 Certified copy of the identity document of the natural person shareholder ( BI/CI/Passport/
Residence permit) or ascertaining Certificate issued by the Trade Registry Office or any other
proof issued by the competent authority regarding the identity of the legal representative of
the legal person shareholder, in original, issued within the last 30 days.
The members of the Board of Director acting at the date of the Ordinary General Meeting are
de jure registered on the List of the candidates for the election of the new Board of Directors.
Starting with the publishing date of the Convening Notice in the Official Journal of Romania,
part IV, the shareholders may access the company’s website www.sibex.ro, or may obtain, by
request, in any working day between 08:00-16:30, from the Company’s office or via fax or by
email, the following documents:
 Special Powers of Attorney forms;
 Voting Bulletins forms for the participation of the shareholders by correspondence;
 Convening Notice for the Shareholders General Meeting;
 Resolution draft for the items included on the agenda of the Shareholders General
Meeting;
 Documents and informative papers related to the items included on the agenda;
 List of candidates nominated for a position of administrator in the Company’s Board
of Directors, updated as the proposals were received, up to date of September 20,
2012.
 The files of candidates, received by the Company.
If the case should be, and the agenda of the General Meeting will be completed at the request of
the shareholders, the updated agenda shall be published on the company’s website
www.sibex.ro, until the Reference Date, in compliance with the legal stipulations.
Once filled in and signed, one original counterpart of the Special Power of Attorney or the voting
Bulletin form for the vote by correspondence, shall be presented or posted, in sealed envelope at
SC SIBEX SA office, 48 hours before the Shareholders Ordinary General Meeting (the proof
being the company’s registration date for the documents presented and the post date for the
documents sent via post-office), asserting clearly and with capital letter on the envelope “ FOR
THE SHAREHOLDERS ORDINARY GENERAL MEETING DATED 22/23
SEPTEMBER 2012”
The Special Power of Attorney may be sent also by e-mail, at the address [email protected], having
attached an extended electronic signature, in compliance with Law no. 455/2011 on digital
signature, so that to be registered at the Company’s registration until September 20, 2012, hour
12:00, asserting in the subject matter field “FOR THE SHAREHOLDERS ORDINARY
GENERAL MEETING DATED 22/23 SEPTEMBER 2012”
The special Powers of attorney/the voting Bulletins for the votes by correspondence which were
not registered as received to the Company’s registration until the aforementioned deadlines
shall not be counted for the quorum in the General Meeting.
S.C. SIBEX - SIBIU STOCK EXCHANGE S.A.
România, Sibiu
550377, Piata Aurel Vlaicu nr 9-10, etaj 3
Tel.: 0269/211 798 / 799, Fax: 0269/211 153
Web: www.sibex.ro ; e-mail: [email protected]
DECIZIA C.N.V.M. NR. 356 / 31.01.2006
Capital social: 33.427.926 lei
Nr. O.R.C. J32/28/1994 CUI RO 658 4502
Cont RO88 CARP 0332 0011 1484 RO01
Banca Carpatica S.A. – Suc. Sibiu
The special Powers of attorney and the voting Bulletins for the votes by correspondence shall
have the form issued by the Company and shall indicate the vote for each item on the agenda
(meaning vote “for”, vote “against” or “abstain”). Each shareholder has the right to grant a
special power of attorney to a sole representative and such a power of attorney is valid only for
the scope of the aforementioned General Meeting.
The centralization, the verification and the recordkeeping of the votes by correspondence, as
well as the verification of the special Powers of attorney submitted shall be made by the
technical secretaries appointed according to the law. The members of such commission shall
safeguard the documents and shall maintain confidentiality over the votes cast, until the items
on the agenda are submitted for voting.
One or more shareholders representing, individually or collectively, at least 5% of the
Company’s share capital, have the right:
a) To introduce new items on the Shareholders General Meeting agenda, on condition that
each new item included on the agenda shall have a justification or a resolution draft
proposed for approval by the General Meeting. The request for including new item on the
agenda of the General Meeting must be sent in writing within 15 days from the
publishing of the Convening Notice. The proposals regarding the new items included on
the agenda of the General Meeting must be submitted at SC SIBEX SA office, located in
Sibiu, 9-10 Aurel Vlaicu square, 3rd floor. Natural persons shall send the proposals
regarding the new items included on the agenda, in original counterpart, signed and
accompanied by the copy of the identity document of the shareholder, signed by him for
the validity of the document. Legal persons shall send the proposals, in original
counterpart, signed by the legal representative and accompanied by the ascertaining
Certificate issued by the Trade Registry Office, in original counterpart, within 30 days
from the issuing date, the copy of the Company’s registration certificate and the copy of
the identity document of the legal representative signing the proposals.
b) To present resolutions drafts for the items included or for the proposed items to be
included on the agenda of the General Meeting, within 15 days from the publishing of the
Convening Notice in the Official Journal of Romania, part IV.
Each shareholder has the right to ask questions regarding the items included on the agenda of
the General Meeting and the Company must answer to these questions.
The right to ask questions and the obligation to answer to these questions shall be conditioned
by the actions taken by the companies in order to identify the shareholders, to assure the well
organization of the General Meetings, as well as the safeguard of the confidentiality and the
Company’s commercial interests.
The Company may give a common answer for the related questions. A question is considered
answered if the information related to the respective question is available on the company’s web
page as question and answer format.
For further information regarding the new items on the agenda of the General Meeting, please
contact us at Sibex head office, accesing www.sibex.ro or at the following phone numbers: +40
269 211798 or +40 269 211799
President of the Board of Directors
Sima Cristian
S.C. SIBEX - SIBIU STOCK EXCHANGE S.A.
România, Sibiu
550377, Piata Aurel Vlaicu nr 9-10, etaj 3
Tel.: 0269/211 798 / 799, Fax: 0269/211 153
Web: www.sibex.ro ; e-mail: [email protected]
DECIZIA C.N.V.M. NR. 356 / 31.01.2006
Capital social: 33.427.926 lei
Nr. O.R.C. J32/28/1994 CUI RO 658 4502
Cont RO88 CARP 0332 0011 1484 RO01
Banca Carpatica S.A. – Suc. Sibiu