SPECIAL POWER OF ATTORNEY
for the Extraordinary General Meeting of Shareholders of
Sometra S.A.
as of 30/31 December 2015
The undersigned, ______[shareholder’s name], a ______[nationality] entity, registered under registration number ______with the ______[commercial register], legally represented by ______, in his/her capacity as ______,/
The undersigned, ______[shareholder’s name], a ______[nationality] citizen, domiciled in ______, identified with passport/ identity card serial number ______, issued by ______on ______,
in my capacity as owner of ______shares issued by Sometra S.A., a joint stock company organised and functioning under the laws of Romania, with registered office at 1 Fabricilor street, Copsa Mica, Sibiu county, Romania, registered with Sibiu Trade Registry under no. J32/124/1991, Sole Registration Code 813526 (the “Company”), out of 26,577,146 total shares, which gives the right for ______votes in the Extraordinary General Meeting of Shareholders of the Company out of a total number of 26,577,146 votes.
hereby appoint Mr./Mrs. ______[name of the attorney-in-fact], ______[nationality] citizen, domiciled in ______, identified with passport/ identity card serial no. ______, issued by ______on ______,
as our attorney in fact and authorised representative to represent me within the Extraordinary General Meeting of Shareholders of the Company which will take place on 30 December 2015, at 10:00 a.m., at the Company’s headquarters at 1 Fabricilor street, Copsa Mica, Sibiu county, Romania, or within the second Extraordinary General Meeting of Shareholders which will be held on 31 December 2015 at 10:00 a.m., at the same place, with the same agenda and reference date, in case the first could not take place or no valid decision can be taken, and to exercise the voting right pertaining to our holdings registered in the Shareholders Registry at the reference date, 21 December 2015, as follows:
1. Approval of the agenda of the Extraordinary General Meeting of Shareholders.
In favour Against Retained
2. Approval of the project dated 11 November 2015, authenticated under no. 41 by notary public Ro xana Popescu and published with the Official Gazette of Romania dated 6590 of 19.11.2015 (the “Partial Spin-Off Project”), which was prepared in connection with the Company’s partial spi n-off to be carried out to the benefit of Reycom Recyling S.A. a joint stock company, registered wi
PAGE 1 of 4 th the Sibiu Trade Registry under no. J32/680/2015, sole registration number 34802220 (“Rey com Recycling”), held 100% by the Company (the “Partial Spin-Off”).
In favour Against Retained
3. Final approval of the Partial Spin-Off as well as of any and all consequences and effects which res ult from the detachment by way of partial spin-off of a fraction of the Company’s patrimony, mai nly associated with the Company’s production/processing activity, and the transfer thereof to Re ycom Recyling, in accordance with and as further detailed in the Partial Spin-Off Project, includi ng without limitation the transfer from the Company to Reycom Recycling of the buildings and r elated immovable assets mentioned in Annex no. 6 to the the Partial Spin-Off Project.
In favour Against Retained
4. Establishing the date of 21 January 2016 as registration date serving for the identification of the s hareholders to whom the effects of the Extraordinary General Meeting of Shareholders are applic able, in accordance with art. 238 of Law 297/2004, and the date of 20 January 2016 as „ex date” date.
In favour Against Retained
5. Empowering each of the members of the Company’s board of directors, each having the possibilit y to sub-delegate the powers vested with them hereby towards other persons designated by them, to sign in the name of the Company’s shareholders, the resolution of the Extraordinary General Meeting of Shareholders, all affidavits, requests, as well as all other necessary documents, and to fulfil all formalities required by the law in front of the competent authorities, and any third partie s, including the Bucharest Stock Exchange, the Financial Supervisory Authority, the Central Dep ository, the Trade Registry and the Official Gazette in order to carry out the resolutions taken in t he General Extraordinary Meeting of Shareholders, to publish and register them wherever necess ary.
In favour Against Retained
6. Approval, in consideration of the Company’s capacity as sole shareholder of Reycom Recycling of:
a) the approval at the level of Reycom Recycling of the Partial Spin-Off Project and the imple mentation of the Partial Spin-Off, as well as any and all consequences and effects which result from the transfer by way of partial spin-off of a fraction of the Company’s patrimony, mainly associated with the Company’s production/processing activity, to Reycom Recyling, in accordance with and as further detailed in the Partial Spin-Off Project, including without limitation the transfer from the Company to Reycom Recycling of the buildings and related immovable assets mentioned in Annex no. 6 the Partial Spin-Off Project; and
In favour Against Retained
PAGE 2 of 4 b) granting powers of attorney to Arcas Amalia Delia, a Romanian citizen, holder of Passport code ROU series 052449638 issued by Romanian Authorities, on 20.06.2014, personal ide ntification number 2801216324879, in the name and on behalf of the Company, with full p ower and authority to represent the Company and to sign in the name and on the Compan y's behalf the resolutions of the shareholder of Reycom Recycling in relation to the matters approved under paragraph (a) above and to perform in the Company's name all rights resul ting from its capacity as shareholder of Reycom Recycling in view of approving and implem enting the resolutions indicated above, with the power to sub-delegate to any person any of the powers granted to him/her, as he/she shall consider opportune, necessary or useful.
In favour Against Retained
I hereby empower above named attorney in fact to vote according to my instructions.
I hereby grant to the above named attorney in fact, discretionary power to vote on matters that have not been identified and included on the agenda until the date of this special mandate, including with respect to appointing the secretaries of the meeting and other relevant aspects.
Yes No
I hereby approve that the above mentioned attorney-in-fact is entitled to sign any document or understanding necessary in view of exercising the rights as shareholder of the Company.
This special power of attorney:
i. is valid only for the Extraordinary General Meeting of Shareholders it was requested for, and the representative has the obligation to vote in accordance with the instructions given by the appointing shareholder under the sanction of cancellation of the vote by the Extraordinary General Meeting of Shareholders secretaries;
ii. shall be submitted in person or by post or courier with confirmation of receipt, so that it may be registered as received at the Company’s registration desk located at its headquarters by 28 December 2015, 10:00 a.m. hours, in a sealed envelope, specifying clearly and in capital letters: “POWER OF ATTORNEY FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 30/31 DECEMBER 2015”. The special powers of attorney and, respectively, the correspondence voting forms, may also be transmitted by electronic means to the address [email protected] having an extended electronic signature attached, observing the deadlines included herein;
iii. is made in 3 originals: one original is for the principal, one original is for the empowered person and one original will be submitted to the Company’s headquarters;
iv. is signed and dated by the principal shareholder; and
v. all the sections shall be filled in by the principal shareholder.
Executed today, ______2015
______
[shareholder’s name and surname ]
PAGE 3 of 4 ______
[legal representative’s name (in case of legal entities) or in case of shareholders without legal capacity]
Signature: ______
[in case of legal entities, also apply the stamp]
Or extended electronic signature (when the form is transmitted through electronic mail)
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