Financial Supervisory Authority
Division of Financial Instruments and Investments
Bucharest Stock Exchange
Pursuant to CNVM (Romanian National Securities Commission) Regulations no. 1/2006 on issuers and operations with securities and Law no. 297/2004 on capital market.
Date of the report: 20.03.2017
Name of the issuing entity: SSIF BRK Financial Group SA,
Registered office: Cluj-Napoca, str. Motilor, nr. 119, jud. Cluj,
Telephone no. /fax: 0364-401.709/0364-401.710,
Tax Identification Code: 6738423,
No. of registration with the Trade Register: J12/3038/1994,
Subscribed and paid share capital: lei 54.039.987,04
Regulated market where issued securities are traded: Regulated market – stock premium category, BRK symbol.
Important events to report:
Convening notice for the Ordinary General Shareholders' Meeting
By the decision taken on 20.03.2017, the Board of Directors of SSIF BRK FINANCIAL GROUP S.A. SA, registered at ORC Cluj under no. J12 / 3038/1994, CUI 6738423, with headquarter in Cluj-Napoca, 119 Motilor Street, (hereinafter referred to as the ‘’Company’’, in accordance with article 117 of Law no. 31/1990, and with Law 297/2004 as amended and supplemented, the provisions of CNVM Regulation 6/2009 of and the Articles of Association of the Company
The Ordinary General Meeting of Shareholders ("OGSM") as required by law and the articles of association to date of 26.04.2017 at 12:00 at company headquarter, in Cluj-Napoca, 119 Motilor Street, Cluj County, for all shareholders registered in the Shareholders Register managed by the Central Depository at the end of 12.04.2017, established as refference date. ln case of failure of any statutory or other conditions of validity, the Ordinary General Shareholder Meeting, to be held on date 27.04.2017, 12:00, in the same place, with the same agenda to all shareholders registered in the Shareholders Register at the same time Reference as follows:
Ordinary General Meeting of Shareholders will have on the agenda the following points:
1. Submission and approval of individual IFRS annual financial statements of the Company for 2016.
2. Submission and approval of distribution of the company’s profit for the financial year ended on December 31st, 2016.
3. Presentation and approval of annual report of Board of Directors for 2016.
4. Presentation and approval of the financial auditor report for the financial year 2016.
5. Approval of the discharge of directors for the year 2016
6. Presentation and approval of the investment program and budget revenue and expenditure for the financial year 2017
7. Establishment and approval for the financial year 2017 untill at the first OGSM of 2018 the remuneration of the Board members and remuneration for members, charged with specific functions.
8. Approval of the registration date to identify shareholders who are affected by the decisions of the General Meeting of Shareholders according to art. 238 of Law no.297/2004 on capital markets. The proposed registration date is 16.05.2017.
9. Approval given as ex date on which the financial instruments object of decisions of the general ordinary shareholders are traded without rights that derive from that decision. Ex date proposed is 15.05.2017.
10. Approval of trustees Mr. Moldovan Darie-Vasile, Mr. Pop Adrian and Mrs Ivan Monica Adriana, that together or separately, to carry out all procedures and formalities required by law for carrying out the decisions of the Assembly, filing and taking documents and sign for this purpose in the name of the Company, in relationship with the Trade Register, FSA, BSE and other public or private entities. The trustees mentioned above will be able to delegate the powers granted according to the above to any person, as they consider appropriate.
Only the persons registered as shareholders of the Company on 12.04.2017 (the Reference Date) in the register of shareholders have the right to participate and vote at the OGSM.
Access of shareholders entitled to participate in the "OGSM" is allowed by simply proving their identity, made in the case of natural persons with ID, and in the case of corporate shareholders and individual shareholders represented by special or general proxy given to the natural person who represents them and the identity card of the representative. Proxy forms can be obtained from the Company's headquarters starting on 24.03.2017 and on its website www.brkfinancialgroup.ro. The proxy forms will be available both in Romanian and English;
Special or general power of attorney shall be drafted in three originals (one for the company, one for the represented shareholder and one for the proxy). Powers of attorney and a copy of ID or certificate of registration and certificate issued by the Trade Register or any other document issued by a competent authority of the State in which the shareholder is registered legally (with a validity of maximum 2 months before the publication date of the convening notice for the General Meeting) of the shareholder represented will be filed/submitted in original at the company headquarter or by e-mail at the following e-mail address: email@example.com if possessor of electronic signature and will be written in Romanian or English, up to 24.04.2017, 12:00.
lf power of attorney is given by a shareholder to a credit institution which provides custodian services, it will be signed by the shareholder and will be accompanied by an affidavit given by the credit institution that received power of representation by proxy, which establishes that:
- Credit institution provides custody services for the shareholder;
- lnstructions in the proxy are identical with the SWIFT instructions from the message received by the credit institution, to vote on the behalf of the shareholder;
- Proxy is signed by the shareholder.
On the meeting date, at the entrance to the meeting room of the General Meeting, designated representative will submit a copy of his identification documents and the original power of attorney if it was sent by e-mail, with embedded electronic signature.
One or more shareholders representing individually or together, at least 5% of the share capital have the right to request the introduction of additional points on the agenda of the General Meeting and to propose draft resolutions for the items to be included proposed. The quality of shareholder of the Company shall be supported by certified copies of valid identification documents of the initiators. They refer to identity documents (ID/ identity card) for individuals and certificates of registration and ascertaining or any other document issued by a competent authority of the State in which the shareholder is legally registered (with a validity of maximum 3 months before the publication of convening notice for the general meeting) indicating legal owners representative for legal persons shareholders of the Company.
Documents attesting the legal representative written in a foreign language other than English will be accompanied by a translation made by an authorized translator in Romanian or English and finding legal representative will be based on the list made available to shareholders by Central Depository.
Proposals for introducing new points on the agenda of the general meeting, the draft resolutions for items included or to be included on the agenda of the general meeting shall be accompanied by copies of identification of initiators and will be submitted to the company, at the latest on 05.04.2017, at 17:00 in sealed envelope with the specification written in capital letters: "For the Ordinary Shareholders Meeting” or sent by e-mail with electronic signature in compliance with Law no.455/2001 on electronic signature, within the same period at: firstname.lastname@example.org, mentioning the topic "For the Ordinary Shareholders Meeting".
ln attention of the shareholders, the proposals regarding the introduction of new items on the agenda of the meeting is required for every point there initially proposed by a justification or a draft resolution for adoption by the General Meeting.
Last updated version of proxies and ballots by mail will be available on the company's website starting on 06.04.2017, at 17:00.
Each shareholder is entitled to ask questions in written to the Board of Directors shortly before the general meeting, regarding the items on the agenda, according to 13 of NSC Regulation no. 6/2009. The answer is deemed given if the requested information is published on the website of the company.
Shareholders registered in the register at the reference date shareholders have the opportunity to vote by mail prior to the meeting date by voting form sent by mail. The form of voting by mail, along with copy of the identity and / or registration certificate and the certificate issued by ORC or any other document of the shareholder, issued by a competent authority of the State in which the shareholder is registered legally (no older than 3 months from the publication reported convener general meeting) will be sent to the Company in original, at its headquarters or by e-mail at the following e-mail address: email@example.com. till date 24.04.2017, at 12.00. Forms will be written in Romanian or English.
Shareholders who voted by special proxies or voting by correspondence may change the initial choice (opinion and voting way). The last registered vote untill 24.04.2017, at 12:00 will be considered.
ln case the shareholder who has voted by mail or through a representative attend the general meeting, the vote by mail for the general meeting will be canceled. ln this case, the only vote taken into consideration will be the one in person or by proxy.
Forms for ballot by mail, the special proxy forms (both available in Romanian and English), informative documents and materials regarding the items on the agenda, including draft resolutions, are available to shareholders starting with 24.03.2017, at 17:00 on the company's website at www.brkfinancialgroup.ro and at the headquarters of the company.
Verification and centralization of votes by correspondence and by proxies is made by a technical committee appointed by the Board of Directors, made up of people who will keep secure and will ensure the confidentiality of votes until the point of the agenda will be voted.
This convening notice will be completed with applicable legal provisions.
Chairman of the Board