{"id":7887,"date":"2019-12-19T18:06:41","date_gmt":"2019-12-19T16:06:41","guid":{"rendered":"https:\/\/investors.bittnet.ro\/?p=7887"},"modified":"2020-08-25T10:27:15","modified_gmt":"2020-08-25T07:27:15","slug":"convening-notice-for-the-ordinary-and-the-extraordinary-general-shareholders-meeting-of-bittnet-systems-s-a","status":"publish","type":"post","link":"https:\/\/investors.bittnet.ro\/en\/convening-notice-for-the-ordinary-and-the-extraordinary-general-shareholders-meeting-of-bittnet-systems-s-a\/","title":{"rendered":"CONVENING NOTICE O& E GENERAL SHAREHOLDERS MEETING OF BITTNET SYSTEMS"},"content":{"rendered":"\n

According to the provisions of the Companies Law no.\n31\/1990, republished, and subsequently amended and supplemented (“Law\n31\/1990<\/strong>“), of the Articles of Association, Law 24\/2017 on Issuers of\nFinancial instruments and Market Operations (“Law 24\/2017<\/strong>“)\nand of the ASF Regulation no. 5\/2018 on issuers of Financial Instruments and\nMarket operations, as subsequently amended and supplemented (“Regulation\n5\/2018<\/strong>“),<\/p>\n\n\n\n

The Sole Administrator of BITTNET SYSTEMS S.A., a\nRomanian legal entity, with its registered office in Bucharest, Str. \u0218oimu\u0219 no.\n23, Bl. 2, Sc. B, Ap. 24, sector 4 and with the correspondence address at the\nsecondary headquarters in Bucharest, Timi\u0219oara Boulevard no. 26, \u201cPlaza Romania Offices\u201d building, et. 1, sector 6,\nregistered with the Trade Register under no. J40 \/ 3752 \/ 22.02.2007, having\nUnique Registration Code RO21181848 (“the Company<\/strong>\u201d),<\/p>\n\n\n\n

CONVENES:<\/em><\/strong><\/em><\/p>\n\n\n\n

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS<\/strong> on the date of 29.01.2020<\/strong> at 11.00 AM at the\nsecondary office address located in Bucharest, Timi\u0219oara Boulevard no. 26, \u201cPlaza Romania Offices\u201d building, et. 1, sector 6, to\nwhich the shareholders registered at the end of the day of 17.01.2020<\/strong>,\nconsidered the Reference Date<\/strong>, in the register of shareholders kept by\nthe CENTRAL DEPOSITARY S.A. are entitled to participate and vote (“EGSM<\/strong>“).<\/p>\n\n\n\n

AND<\/p>\n\n\n\n

THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS<\/strong> on the date of 29.01.2020<\/strong>, at 12.00, at the\nsecondary office address located in Bucharest, Timi\u0219oara Boulevard no. 26, \u201cPlaza Romania Offices\u201d building, et. 1, sector 6, to\nwhich the shareholders registered at the end of the day of 17.01.2020<\/strong>,\nconsidered the Reference Date<\/strong>, in the register of shareholders kept by\nthe CENTRAL DEPOSITARY S.A. are entitled to participate and vote (“GSM<\/strong>“).<\/p>\n\n\n\n

If the legal and statutory quorum of presence is not\nmet at the first call, the EGSM will be held on 30.01.2020 at 11.00 AM<\/strong>,\nin the same place, with the same agenda<\/strong> for all shareholders registered in\nthe Register of Shareholders on the same Reference Date<\/strong>.<\/p>\n\n\n\n

and<\/em><\/em><\/p>\n\n\n\n

The GSM will be held on 30.01.2020 at 12.00 PM<\/strong>, in the same place, with the same agenda<\/strong> for\nall the shareholders registered in the Register of Shareholders at the same Reference\nDate.<\/strong><\/strong><\/p>\n\n\n\n

The agenda of the Extraordinary General Meeting of\nShareholders is as follows:<\/strong><\/strong><\/p>\n\n\n\n

  1. Presentation and approval of the new Articles of\nAssociation of the Company, in the form presented to the shareholders (“New\nArticles of Association<\/strong>“).<\/li>
  2. Presentation and approval of the procedure for\norganizing and conducting the general meetings of the shareholders of the\nCompany (“GSM Procedure<\/strong>“), in the form presented to the shareholders.<\/li>
  3. Approval of an incentive plan for key personnel, by\noffering options for the purchase of a number of shares, representing maximum\n5% of the total shares of the Company, at a preferential price, under the Stock\nOption Plan (the “Plan<\/strong>“), in the form presented to the\nshareholders.<\/li>
  4. Approval of the admission to trading of the shares of\nthe Company on the Regulated Market administered by the Bucharest Stock\nExchange S.A. and the empowerment of the Board of Directors to take all\nnecessary actions and formalities for this purpose as requested by the\nFinancial Supervisory Authority, Bucharest Stock Exchange, Central Depository,\nTrade Registry and\/or any other institution, in this regard. The Board of\nDirectors is mandated to establish the date, structure, and conditions of the\nadmission to trading of the shares of the Company on the Regulated Market\nadministered by the Bucharest Stock Exchange.<\/li>
  5. Authorization of the Board of Directors of the Company\nso that, within a period of 3 years from the date of this decision, it can\ndecide to increase the subscribed share capital, by one or more issuances of\nshares, with a value that does not exceed half of the subscribed share capital\nexisting in the moment of the authorization, respectively up to 5,810,160.3 lei\nand consequently the approval of the modification of art. 9.15 of the New\nArticles of Association, which will have the following content:<\/li><\/ol>\n\n\n\n

    “The Board of Directors is authorized by\n[29][30].01.2023, to decide to increase the subscribed share capital, by one or\nmore issuances of shares, with a value that does not exceed half of the\nsubscribed share capital existing at the moment of authorization. The following\nvalue is of share capital is calculated 58,101,603 shares or 5,810,160.3 lei.\nExclusively for the increase of the share capital under the aforementioned\nconditions, it is granted to the Board of Directors, for each of the capital\nincreases made within the limit at the level of the authorized capital, the\npower to decide the restriction or lifting of the preference rights of the\nexisting shareholders at the date of the respective increase of the share\ncapital.”<\/em><\/em><\/p>\n\n\n\n