This week, the ASF’s board has approved a series of modification to the „Regulation No. 1/2006 on issuers of and operations with securities“ and the „CNVM Regulation No. 6/2009 on the exercise of certain rights of the shareholders within the general meetings of trading companies“ .
The most relevant changes to the “Regulation No. 1/2006 on issuers of and operations with securities“:
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definition of the paying agent: a financial institution designated by the issuer that concluded a contract with a central depository whereby the shareholders may exercise their financial rights;
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definition of the payment date: the date on which the distribution of any income due to the holders of securities (both in cash or securities) becomes definite;
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the payment date shall be established by the issuer so that such date falls on a working day following the registration date by no more than 15 working days;
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in the case of dividends, the general meeting of shareholders shall establish the payment date on a working day which shall follow the registration date by no more than 15 working days, but not later than 6 months after the date of the general meeting of shareholders to determine the dividends;
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in the case of the payment of the interest and/or repayment of the loan, the issuer shall establish the payment date on a working day which shall follow the registration date for each payment by no more than 15 working days;
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payments representing dividends and any other amounts due to the holders of securities shall be processed through the central depositary of securities and through participants to the central depository’s clearing, settlement and registry system.
The most relevant changes to the „CNVM Regulation No. 6/2009 on the exercise of certain rights of the shareholders within the general meetings of trading companies“:
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definition of the following concepts: proxy, limited proxy and general proxy;
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proxy – means the empowerment of a natural or legal person by a person in accordance with Law No. 297/2004, as subsequently amended and supplemented, to exercise in his name, some or all rights of that shareholder in the general meeting of one or more companies identified in the proxy;
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limited proxy – the proxy given for representation in one general meeting of an issuer, providing specific voting instructions from such shareholder;
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general proxy – the proxy given for the representation in one or more general meetings of shareholders of one or more companies identified in the proxy, which does not provide specific instructions from such shareholder;
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the issuer shall accept a general proxy to participate in and vote at a GMS, given by a shareholder, as client, to an intermediary or to an attorney-at-law;
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in addition to the proxy forms in the Romanian language, the issuer shall provide the shareholders also with proxy forms translated into the English language. The limited/general proxy may be filled out and sent to the issuer by the shareholder either in the Romanian or in the English language;
Impact on investors: The amendments to the „Regulation No. 1/2006 on issuers of and operations with securities“ and the „CNVM Regulation No. 6/2009 on the exercise of certain rights of the shareholders within the general meetings of trading companies“Law no.297/2004 are aiming to increase the attractiveness of the Romanian capital market.