The Romanian Financial Supervisory Authority (FSA) published amendments to the Regulation on issuers and securities operations and the Regulation on exercising shareholder rights at general shareholder meetings, as elaborated below.
- One shareholder or a group of shareholders, which have at least 5% from a company's share capital, or less - if the company's bylaws provide for that possibility - can request once per year the calling of a shareholder meeting, the agenda of which contains an item on the election of board management through cumulative voting.
- The capital increase of a listed company made through the conversion of receivables shall be done by granting preferred rights to all existing shareholders. As a result, the company's capital will be increased by converting the receivables, supplemented by an additional amount representing the cash contributions of the shareholders exercising their rights by subscribing shares pro-rata according to their participation as of the record date defined by the shareholder meeting.
- In case of exercising voting rights using special power of attorney or through voting by correspondence, any issuer is obliged to accept an instruction given by the shareholder to a credit institution providing custody services without requesting further documents. However, the special power of attorney or the correspondence form of voting have be issued in accordance to the FSA Regulation, signed by the shareholder and accompanied by a sworn statement issued by the credit institution acting as custodian, stating that:
- The credit institution provides custody services to that respective shareholder
- The instructions of the power of attorney / correspondence form of vote are identical to those contained in the SWIFT message received by the credit institution from the shareholder
- The special power of attorney / correspondence form vote is signed by the shareholder
The credit institution will issue the sworn statement based on the following documents:
- original or true copy of the certificate issued by the Trade Registry or another document, in original or in true copy, issued by a competent authority of the state where the shareholder is incorporated, to prove the legal person’s existence and the name/capacity of the legal representative, all being not older than 3 months from the date of the invitation to the general meeting
- copy of the identity document of the legal representative
Impact on investors: The amended FSA regulations provide further clarifications on the exercise of shareholder rights as well as guidelines for capital increases through conversion of receivables.