Securities administration - Romania

Income collection

Corporate actions

The main corporate action performed by Romanian companies is cash distribution to shareholders. Other corporate actions events include capital reorganisation, initial public offers, repurchase offers (Issuer Bid), tender offers, stock split, reverse stock split, mergers, acquisitions, intermediate securities issues, bonus issue and cash dividends.

The Company Law No. 31/1990 and other specific regulations from the Capital Market Law 297/2004 specify details about the obligations of companies to make their corporate action events public. The convening of the shareholders general meeting of a company shall be done by publishing the notice of the meeting and by communication both to the Financial Supervisory Authority and the Corporate Actions Department of the Bucharest Stock exchange ("BSE").

The main source of corporate action related information is the CSD. Additional information channels are the BSE website and the Romanian issuers’ websites.

Corporate actions announcements are published in the Official Gazette of Romania, business journals and widespread. All companies listed on the BSE and recorded in CSD books must notify both, CSD and the BSE about any corporate action initiated, the main source being the CSD that collects, processes and sends binding information to the eligible participants until record date and payment date.

Companies registered with the Securities Registration Office must issue Annual Reports and audited financial statements as well as semi-annual reports.

The Romanian Financial Supervisory Authority may regulate the drafting, presentation, distribution and publication of certain quarterly reports and financial statements.

Any important events, such as the occurrence of certain circumstances regarding the issuer, the issue of securities, that could significantly influence the price or any other aspect of the evolution of the respective securities in the market are to be reported within three working days according to the rules set up by the Financial Supervisory Authority and by the regulated market where the shares are traded.

Non-compliance with these information duties can lead to suspension from trading by the FSA.

General Shareholder Meetings (GSM):

• The peak season is between April and May.
• 30 calendar days prior to the shareholders meeting the Romanian companies must notify their shareholders by publishing the meeting announcement and agenda, as well as they have to notify the FSA.
• Listed companies are also obliged to notify to the BSE in order to have the announcement published on BSE’s website.
• Local custodian banks are qualified to represent their clients in the shareholders meeting via proxy. The documentation required in order to represent a client in the GSM (at voting process) consists of a Power of Attorney in original, translated in Romanian by an authorised translator and notarised by a public notary
• Participation at shareholders meetings is decided by the Board of Administrators and has to be at a date following the announcement.

The reference date of the meeting is the calendar day established by the company’s Board of Directors, for the purpose of identifying the shareholders who attend the GSM and have been granted voting rights. Reference date should be established with consideration of the following restrictions:

• Reference date will not precede the date of the general meeting to which it applies by more than 30 days;
• Between the deadline allowed for a general meeting to convene and the reference date there should be a period of at least eight days, without counting the general meeting date and the reference date; and
• Reference date should be prior to the deadline set by the Issuer Company for submission/sending of the PoA.

Entitlement to participation in a corporate action is based on the settled positions on record date.

Record date (Registration date) is defined as the calendar day established by the GSM, which serves to the identification of the shareholders that follows to benefit from dividends or other rights and on which the effects of the GSM decisions are reflected.

Payment Date for Dividends or Interest Distribution: The payment date must be established by the issuer on a future date, no later than 15 working days from the record date. For dividends, it shall not be set later than six months from the General Shareholders Meeting approving the distribution. Dividend payments shall be processed through the CSD.

Paying Agent is a financial institution designated by the issuer that has entered into a contract with the issuer and the CSD for the execution of payments through the CSD and CSD participants and through which securities holders may exercise their financial rights.

Power of Attorney for Proxy Voting 

Regulation 5/2018:

Art. 207. - (1) In the situation stipulated in art. 29 para (11) of the Law no. 24/2017, the institution the credit can participate and vote at the GSM under the conditions that it presents to the issuer a statement on own responsibility, signed by the legal representative of the credit institution, specifying:

(a) clearly, the name/name of the shareholder in whose name the credit institution participates; votes in the GSM;

(b) the credit institution provides custody services to that shareholder.

(2) The declaration provided in paragraph (1) must be deposited with the issuer 48 hours before the general meeting or within the term stipulated by the original, signed, and, as the case may be, stamped without further formalities in relation to its form. Issuer admitted to trading on a regulated market accepts the statement provided in paragraph (1) without requiring any other documents relating to the identification of the shareholder.

Art 92. alin. 11 from Law 24/2017

(11) Where a shareholder is represented by a credit institution providing custody services, it may vote in the general meeting of shareholders on the basis of voting instructions received by electronic means of communication, without the need for a special or general powers of attorney by the shareholders. Custodians shall vote in the general meeting of shareholders solely in accordance with, and within the limits of, the instructions received from their clients as shareholders at the reference date.

The vote will only be possible for the final beneficiaries that were disclosed.