TO: ADDRESS:BUCHAREST STOCK EXCHANGE (BSE)

34-36 Carol I Boulevard, Bucharest, postal code 020922

FINANCIAL SUPERVISORY AUTHORITY

Financial Investments and Instruments Sector

Issuers, Transactions Monitoring and Market Abuse Department 15 Splaiul Independenței, district 5, Bucharest

REF:

THE CONVENING OF EXTRAORDINARY SHAREHOLDERS MEETINGS

ANDORDINARYGENERALANNOUNCEMENT AND CURRENT REPORT

Date of the report:

Name of the issuing company:

Aquila Part Prod Com S.A.

Headquarters:

Ploiești city, 105A Malu Rosu street,

Prahova county, Romania

Telephone number:

0244.594.793

Sole identification code:

6484554

Trade registry reg. no.:

J29/2790/1994

Subscribed and paid capital:

180,000,360 lei

Total no. of shares:

1,200,002,400 shares

Market on which securities are traded:

Bucharest Stock Exchange, Premium Tier

IMPORTANT EVENT:

24.03.2022

The board of directors of Aquila Part Prod Com S.A. (market symbol "AQ") convenes the:

  • Extraordinary General Shareholders meeting on 28 April 2022 at 11:00, for the first call and on 29 April 2022 at 11:00, for the second call, which will be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova County, Printex building; and

  • Ordinary General Shareholders meeting on 28 April 2022 at 12:00 for the first call and on 29 April 2022 at 12:00 for the second call, to be held at Printex meeting room, located in Ploiesti, 5 Poligonului Street, Prahova County, Printex building.

The convening notice of General Shareholders meeting together with the agenda are attached to this current report.

Cătălin Constantin Vasile CEO

Aquila Part Prod Com S.A.

Nr. Reg. Com. J29/2790/1994, C.U.I. RO 6484554

Tel./Fax 0244 594 793

Capital Social 180.000.360 LEI

Malu Roșu 105A, Ploiești

RO81RZBR0000060006628400 Raiffeisen, Ploiești

1

THE COMPANY AQUILA PART PROD COM S.A.

CONVENING NOTICE

The Board of Directors of Aquila Part Prod Com S.A., a joint stock company managed based on a one-tier system and operating according to Romanian law, with registered office in Romania, Prahova county, Ploiești, 105A Malu Roșu Str., registered at the Trade Register of Prahova Court under no. J29/2790/1994, tax code 6484554, having a subscribed and paid up share capital of RON 180,000,360 (the "Company"), based on:

  • - Decision no. 5 of 22.03.2022 of the Board of Directors

  • - art. 117 and the following of Companies Law 31/1990, as republished ("Law 31/1990"),

  • - art. 105 of Law 24/2017 on issuers of financial instruments and market operations ("Law 24/2017") and the secondary regulations issued for its enforcement;

  • - art. 9 of the Company's Articles of Association,

CONVENES THE:

IEXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM")

to be held at Printex meeting room, located in Ploiești, 5 Poligonului Street, Prahova county, Printex building, for all the persons registered in the Company's shareholders register kept by Depozitarul Central S.A. as of the Record Date 19.04.2022, entitled to attend and vote at the EGSM:

  • (a) on 28 April 2022, starting 11:00 am (Romania time), for the first call;

  • (b) on 29 April 2022, starting 11:00 am (Romania time), for the second call if, at the first call, the minimum quorum for validly holding the meeting is not gathered within the time notified by the president of the Board of Directors.

Proposed agenda for the first and the second call of the EGSM:

1. Approve the conclusion of leasing contracts, for investments, up to a total aggregate

threshold of EUR 5,500,000 for the year 2022 and pledge the related collaterals on such assets subject to the following maximum limits:

Maximum

Value

Maximum

Maximum

down

EUR

term

interest

payment

Aquila Part Prod Com S.A.

Nr. Reg. Com. J29/2790/1994, C.U.I. RO 6484554

Tel./Fax 0244 594 793

Capital Social 180.000.360 LEI

Malu Roșu 105A, Ploiești

RO81RZBR0000060006628400 Raiffeisen, Ploiești

2

Warehouse equipment and machines

  • 1,400,000 36 months

    • Euribor+3.5% 25%

      Transport means (trucks, semi-trailers, special purpose motor vehicles and vans)

  • 4,100,000 60 months

  • Euribor+3.5% 10%

2. Grant power of attorney to the Board of Directors to represent the Company in

relation to financing institutions, to negotiate the terms and conditions of the leasing contracts and addendums, mortgage contracts and addendums securing the payment obligations, as well as any other documents necessary to carry out the decision set out at point 1.

3.

Grant power of attorney to the President of the Board of Directors to draft and sign, on behalf of the shareholders, the EGSM decisions and to carry out any act or formality required by law for the registration of EGSM decisions. The President of the Board of Directors may delegate all or part of the powers granted above to any person/s having the competence to carry out such mandate.

And theII.

ORDINARY GENERAL SHAREHOLDERS MEETING ("OGSM")

to be held at Printex meeting room, located in Ploiești, 5 Poligonului Street, Prahova county, Printex building, for all the persons registered in the Company's shareholders register kept

by Depozitarul Central S.A. as of the Record Date 19.04.2022, entitled to attend and vote at the OGSM:

  • (a) on 28 April 2022, starting 12:00 pm (Romania time), for the first call;

  • (b) on 29 April 2022, starting 12:00 pm (Romania time), for the second call if, at the first call, the minimum quorum for validly holding the meeting is not gathered within the time notified by the president of the Board of Directors.

Proposed agenda for the first and the second call of the OGSM:

1. Approve the individual financial statements prepared according to the

International Financial Reporting Standards for the financial period ended on

www.aquila.ro

Aquila Part Prod Com S.A.

main@aquila.ro

Nr. Reg. Com. J29/2790/1994, C.U.I. RO 6484554

Tel./Fax 0244 594 793

Capital Social 180.000.360 LEI

Malu Roșu 105A, Ploiești

RO81RZBR0000060006628400 Raiffeisen, Ploiești

3

31.12.2021, based on the report of the financial auditor and the report of the Board of Directors for 2021;

2. Approve the consolidated financial statements prepared according to the

International Financial Reporting Standards for the financial period ended on 31.12.2021, based on the report of the financial auditor and the report of the Board of Directors for 2021;

  • 3. Appoint Deloitte Audit SRL, with registered office in Bucharest, 1st district, The

    Mark Building, 84-98 Calea Griviței, floors 8 and 9, registered at Bucharest Trade

    Register under no.J40/6775/1995, tax code RO7756924, certified by the Romanian

    Chamber of Financial Auditors, as the Company's financial auditor to audit the financial statements for the years 2022 and 2023 and any interim periods, as applicable. The term of the financial audit contract is of 2 years.

  • 4. Discharge from liability the members of the Board of Directors for the year 2021, based on the reports submitted.

  • 5. Present and approve the individual income and expenses budget for the year 2022.

  • 6. Approve the maximum limit of all remunerations of managers with mandate

  • contract for the year 2022.

  • 7. Approve the distribution of gross dividend at a value of RON 0.04420 per share.

  • 8. Approve the date of 17.05.2022 as the record date for identifying the shareholders subject to the effects of the OGSM Decision and the date of 16.05.2022 as Ex-Date.

  • 9. Set the date of 06.06.2022 as the Dividend Payment Date.

  • 10. Grant power to the President of the Board of Directors to sign in shareholders'

    name the OGSM Decisions and to carry out any act or formality required by law for the registration of OGSM decisions. The President of the Board of Directors may delegate all or part of the powers granted above to any person/s having the competence to carry out such mandate.

Aquila Part Prod Com S.A.

Nr. Reg. Com. J29/2790/1994, C.U.I. RO 6484554

Tel./Fax 0244 594 793

Capital Social 180.000.360 LEI

Malu Roșu 105A, Ploiești

RO81RZBR0000060006628400 Raiffeisen, Ploiești

4

Important information regarding the OGSM and EGSM

A. Record date

The record date approved by the Board of Directors used to identify the shareholders entitled to attend the OGSM/EGSM and to vote at the respective meetings, at the first or the second call respectively, is 19.04.2022 (the "Record Date").

B. Adding items on the agenda and submission of draft decisions

One or more shareholders representing, severally or jointly, at least 5% of the share capital has/have the right:

  • - to add items on the agenda of the OGSM/EGSM, provided that each item is accompanied by a justification or a draft decision submitted to the OSGM/EGSM for adoption. If the exercise of this right amends the OGSM/EGSM agenda already published, the Company will make available an amended agenda, using the same procedure as for the previous agenda, before the Record Date and at least 10 days prior to the OGSM/EGSM;

  • - to submit draft decisions for the items included or proposed to be included on the agenda of the OGSM/EGSM.

Deadline: The proposals to supplement the agenda and those related to draft decisions will be submitted to the Company according to the procedure set out at Section F below, so as to be registered by the Company the latest on the fifteenth (15th) day, 16:30 hrs., subsequent to the date when the convening notice was published in the Official Gazette, accompanied by the identification documents of the shareholder making such proposals, as specified at Section F below.

C. Asking questions

Every shareholder has the right to ask questions regarding the items on the agenda of the OGSM/EGSM prior to the meeting, and the Company must answer the questions received from shareholders.

For identification purposes, the shareholders asking questions in writing prior to the OGSM/EGSM meeting will send the questions to the Company using the means set out at

Aquila Part Prod Com S.A.

Nr. Reg. Com. J29/2790/1994, C.U.I. RO 6484554

Tel./Fax 0244 594 793

Capital Social 180.000.360 LEI

Malu Roșu 105A, Ploiești

RO81RZBR0000060006628400 Raiffeisen, Ploiești

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aquila Part Prod Com SA published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2022 08:44:07 UTC.