The Court has invalidated several decisions of the shareholders of "Argus"

Raluca Marin (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 20 iulie 2012

The Court has invalidated several decisions of the shareholders of "Argus"

The Court of Constanţa has cancelled several decisions of the General Ordinary Shareholder Meeting (AGOA) of the sunflower oil maker "Argus" Constanţa (symbol: UARG), according to a report sent to the Bucharest Stock Exchange (BVB).

These Ordinary General Shareholder Meetings were summoned by the faction of businessman Cătălin Chelu, who indirectly controls approximately 44% of the company.

The requests to annul the decisions of the extraordinary general shareholder meeting were formulated by SIF "Oltenia", which controls 31.9% of the shares of UARG, and which has rallied another group around it, which supports a different Board of Directors (CA).

Thus, according to the report, the Court of Constanţa has cancelled the decisions of the Extraordinary General Shareholder Meeting of July 16th, by which Gheorghe Chirilă, Bădoiu Mihaela Mirela, Minjineanu Edy Gabriel, Panaite Sorin and Patriniche Giulio Nelu were elected as members of the board, and that of April 24th, by which the financial statements for the year 2011 were approved, as well as the request to register with the Trade Registry of Constanţa the decisions of the General Extraordinary Shareholder Meting of June 12th, by which the old Board of Directors had been revoked, and a new Board of Directors was appointed, comprising Panaite Sorin, Catană Alin Cornel, Mitu Ionel, Zaharia Puiu-Robert and Bădoiu Mihaela Mirela.

Shares of oil maker "Argus" Constanţa have been suspended for ten months now, amid the conflict between the two groups of shareholders.

On one hand, SIF Oltenia (31.9%) and the Business Capital for Romania-Opportunity fund (which owns approximately 6%) say that the board members of "Argus", who were elected at the General Shareholder Meeting of November 10th, 2011, registered with the Trade Registry, are not allowed to enter the company and thus are prevented from doing their job.

They are being opposed by a different board of directors backed by Cătălin Chelu, whose members claim that they were elected on June 12th, 2012, after the revocation of the prior one.

On July 4th, the Romanian National Securities Commission (CNVM) issued an ordinance announcing that, in order for trading in the shares of "Argus" to resume, the Board of Directors registered with the Trade Registry has the obligation to urgently draw up and publish a detailed current report on the state of the company, according to the announcement published by the BSE.

The Board of Directors elected on November 10th, 2011 has been registered with the Trade Register of Constanţa, starting with June 15th, and has the following members: Radu Anina, Păuna Ioan, Ana Bobîrcă, Dan Voiculescu and Radu Constantin, according to the reports sent to the Bucharest Stock Exchange. Also registered with the Trade Registry was the appointment of Mr. Păuna Ioan as General Manager.

On the other hand, the Board of Directors elected on June 12th says that its decisions are the only ones to bear the header and the stamp of the company, according to a communiqué sent by "Argus", which also bears the header and the stamp of the company, and which is signed by CEO Sorin Panaite.

This board of Directors also claims that the management of the company is exercised by the people elected based on the decision of the Extraordinary General Shareholder Meeting of June 12th and thus admits that he has been preventing the directors elected on November 10th from entering the building of the company.

The shares of "Argus" are still suspended from trading, since September 16th, to allow the clarification of who has the right to manage the company. On that date, the stock closed at 4.01 lei, up 2.56%, which puts the company's capitalization at 143.4 million lei.

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