GENERAL INFORMATION REGARDING OGSM AND EGSM
In case of non-fulfillment of the quorum conditions at the date of the first meeting, according to the provisions of art. 118 of Law 31/1990, the OGSM shall convene again for 25.04.2019 and EGSM for 25.04.2019, at the same hour, in the same place and with the same agenda, keeping the same reference date (12.04.2019).
The share capital of Bittnet Systems S.A. consists of 55,233,205 nominative, ordinary and dematerialized shares, each of which has the right to one vote in the general meeting.
Information materials and questions regarding the agenda
From the date of the publication of the notice until the date set for the GSM, the following documents: Convening Notice for OGMS and EGMS, the situation regarding the total number of shares issued and voting rights at convening date, draft resolutions proposed for the GSM approval, special/general Power of Attorney forms for vote by proxy, Correspondence Voting Ballot, documents which shall be presented during the GSM can be obtained by the shareholders on any working day at the company’s headquarters in Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, 1st floor, PRO-01, 061331, or can be downloaded from the Company’s website www.bittnet.ro, <Investors> tab, <General Shareholder Meetings> section.
Each shareholder has a right to submit, until the date of 23.04.2019, 11:00 o’clock, questions regarding the items included on the agenda of the OGMS and EGMS. The Company will respond to the questions submitted by the shareholders during the GSM.
The shareholders can submit the questions about items on the agenda in writing, along with documents that allow identification of the shareholder, no later than the day proceeding AGA. The Company can respond by posting the response on the company’s website (http://www.bittnetsystems.ro/investors/). Shareholders can send questions in writing either by post or courier services at the company address mentioned above or by electronic means (by e-mail at: investors@bittnet.ro or by fax: 0215271698).
Shareholders’ rights to introduce additional items on the agenda
In accordance with art. 117^1 para (1) of the Company Law no. 31/1990, one or more shareholders having at least 5% of the share capital, individually or jointly, are entitled:
- to introduce new topics on the agenda, provided that each topic is accompanied by a justification or a draft decision proposed to be approved by the GSM, such proposal has to be sent to the Company’s office: Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6, before the date of 08.04.2019, hour 17:00;
- to present draft resolutions for the topics on the agenda or proposed to be included on the agenda of the GSM, such proposal has to be sent to the Company’s office: Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6, before the date of 08.04.2019, hour 17:00.
In order to exercise the right to introduce new topics on the agenda / the right to present draft resolutions for the topics on the agenda or proposed to be included on the agenda of the GSM, the entitled shareholders should submit / send the request addressed to the company, in a closed envelope (handwritten document in original), by post or courier, to the Company’s headquarters in Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6, or transmit it by fax (0215271698) or by e-mail, signed with electronic signature , according to Law. 455/2001 regarding the electronic signature to: investors@bittnet.ro until 08.04.2019, hour 17:00 with a written mention “PROPOSAL OF NEW POINTS ON THE AGENDA FOR THE GENERAL MEETING OF THE SHAREHOLDERS”.
Questions About GSM
The shareholders may ask questions about items on the agenda, along with documents that allow identification of the shareholder no later than the day before the EGMS. The company can respond by posting the responses on the company’s website (http://www.bittnetsystems.ro/investors/). Shareholders may send questions in writing either by post or courier services at the company address mentioned above or by electronic means (at: investors@bittnet.ro)
Participation in the GSM
According to the legal provisions in force, only persons who are registered as shareholders until April 12, 2019 (reference date) may participate and vote at this general meeting. Shareholders registered in the Shareholder’s Registry on the reference date may participate in the General Meeting in person, by correspondence or by proxy (based on a special or general Power of Attorney), in accordance with the legal provisions.
The access of the shareholders entitled to participate, at the date of reference, at the GSM is granted by a simple proof of their identity, made in the case of shareholders who are natural persons with the identity card or in the case of shareholders who are legal persons or proxies of the shareholders who are natural persons, with the empowerment given to the natural person that represents them.
Shareholders may participate in the GSM in person or can be represented by legal representatives or other representatives who were granted the special / general Power of Attorney, in accordance with Art. 92 para (10) of Law nr. 24/2017 for Issuers of Financial Instruments and Market Operations. A shareholder is obliged to give, within the special Power of Attorney form, specific voting instructions to the proxy, for each item on the GSM’s agenda.
The shareholder representation in the GSM can also be done through persons other than the shareholders, based on a special or general Power of Attorney, in accordance with the legal provisions in force.
Shareholders registered in the Shareholders’ Register at the reference date may participate in the GSM and vote in the following manners:
- Vote in person, which shall be exercised following the proof of the identity of the shareholder:
- in case of shareholders who are natural persons, by simple proof of identity done with an identity document (identity card, passport, residence permit)
- in case of shareholders – legal persons, with the identity card of the legal representative (identity card, passport, residence permit). The status of legal representative shall be evidenced by a certificate issued by the trade registry or any equivalent document issued by a competent authority of the State in which the legal person is legally registered, presented in original or in a copy corresponding to the original. The documents certifying the quality of the legal representative of the legal person shareholder shall be issued no later than 30 days before the reference date. Documents submitted in a language other than English shall be accompanied by a translation carried out by an authorized translator in Romanian / English language.
2 . Vote by proxy, which shall be exercised following the proof of identity of the shareholder, on the basis of the above-mentioned documents, accompanied by a Power of Attorney.
Special Power of Attorney may be given to any person for representation in a single GSM. The Power of Attorney shall contain specific voting instructions from the shareholder, with a clear indication of the voting option for each item on the agenda of the GSM.
The shareholder representation in the GSM can be done through an empowered person, only by filling in and signing the special Power of Attorney form. Representation can be done through other shareholders as well as through third parties. Shareholders lacking exercise capacity or having limited exercise capacity can award special Power of Attorney to other persons, according to the law.
The special Power of Attorney forms shall be completed and signed in three copies: one of the copies will be submitted to the company, one copy will be handed to the representative and the third copy will remain with the represented shareholder.
Special / general Power of Attorney, in original or copy bearing a mention of conformity with the original under the representative’s signature, under penalty of losing the right to vote, shall be submitted/sent to the Company’s office in Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6 until 22.04.2019, hours 11:00. Powers of Attorney not submitted in due time will not be considered. Powers of Attorney can be sent also by fax (0215271698) or by e-mail before the date mentioned above, the document signed with electronic signature, according to Law. 455/2001 regarding the electronic signature – by email at: investors@bittnet.ro . Irrespectively of the manner in which the Powers of Attorney are transmitted, it must contain a mention on the envelope, written clearly and in capital letters “POWER OF ATTORNEY FOR THE GENERAL SHAREHOLDERS MEETING”.
Starting with 22.03.2019, special/general Power of Attorney forms for the GSM may be obtained from the Bittnet Systems SA headquarters – Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6 or can be downloaded from the Company’s website (http://www.bittnetsystems.ro/investors/).
Generally, a shareholder may empower only one representative to represent him/her in the General Meeting of Shareholders. However, the Power of Attorney may nominate one or more alternate representatives to ensure the representation of the shareholder in the GSM in case when the principal representative mentioned above is unable to participate in the GSM. The special Power of Attorney must specify though the order in which the alternate representatives will vote, if the principal representative does not participate in the GSM.
Also, a shareholder may grant a valid general Power of Attorney for a period not exceeding three years, which empowers his/her representative to vote on all aspects debated at the GSM, including resolutions act, provided that the Power of Attorney is granted by the shareholder as a client to an intermediary, within the meaning of the capital legislation or to a lawyer.
The shareholders may not be represented in the GSM on the basis of a general Power of Attorney provided to persons who are in a conflict of interest situation, according to art. 92 pt. 15 of Law no.24/2017 on Issuers of Financial Instruments and Market Operations.
- Vote by correspondence. Shareholders registered at the reference date have the opportunity to vote by correspondence before the Ordinary and Extraordinary General Shareholders Meeting by using the correspondence ballot available starting for 22.03.2019 on the Company’s website, or at its address office in Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6. The form of the correspondence ballot, accompanied by the above mentioned documents will be submitted in original at company office address in Bucharest,Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6, the latest day of 22.04.2019, at 11:00 hours. The forms for correspondence ballot may be sent by e-mail until the date mentioned above, the document signed with electronic signature, according to Law. 455/2001 regarding the electronic signature – by e-mail at: investors@bittnet.ro.
In the event that the shareholder who sent his vote by correspondence attends the general meeting personally or through a representative (provided that a special/general Power of Attorney has been submitted in compliance with the conditions mentioned in this convener), the vote expressed by correspondence for that GMS will be annulled and only the vote expressed in person or by representative will be taken into consideration as valid.
If the person representing the shareholder through personal participation in the general meeting is other than the person who has voted by correspondence, then for the validity of his vote, he/she will present at the GSM a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed the vote by correspondence.
Further information can be obtained at the Company’s office in Bucharest, Bd. Timisoara no. 26, “Plaza Romania Offices” Building, et. 1, PRO-01, 061331 – district 6 or by phone (+40 21) 527 16 00 between 09:00 – 17:00 hours.