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EGSM resolutions of April 20, 2017

Release Date: 4/20/2017 3:14:05 PM

IRIS Code: C5A0D


according to Regulation no. 1/2006 on issuers and operations with securities

and The Capital Market Law no. 297/2004

Report date: April 20, 2017

Issuer Societatea de Investitii Financiare Banat-Crisana SA (SIF Banat-Crisana) | Registered office 35A Calea Victoriei, Arad 310158, Romania | Phone +40257 304 438 | Fax +40257 250 165 | Webpage www.sif1.ro | Email sifbc@sif1.ro| Unique Registration Code at the Trade Register Office 2761040 | Trade Register Number J02 / 1898 / 02.09.1992 | Number in ASF Register PJR09SIIR/020002/02.02.2006 | Subscribed and paid-up share capital RON 54,884,926.80 | Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BVB) Premium category (symbol: SIF1)

Important event to be reported:

Resolution of the Extraordinary General Meeting of Shareholders of April 20, 2017

The extraordinary general meeting of SIF Banat-Crisana’s shareholders, with the direct participation, by representative or by correspondence of the shareholders holding 172,759,207 shares, representing 33.35% of the share capital.

With the Convening Notice published in the Official Gazette of Romania, part. IV, no. 804 of March 10, 2017 and no. 1043 of March 29, 2017 in national newspaper Bursa no. 46 (5870) of March 10, 2017 and no. 60 (5884) of March 30, 2017, local newspaper Jurnal Aradean no. 7783 of March 10, 2017 and no. 7797 of March 30, 2017 and posted on Company’s website www.sif1.ro and on Bucharest Stock Exchange website,

With the required quorum and majority as provided by law and company’s Articles of Association, recorded in the minutes of the extraordinary general meeting, decided the following:

Resolution no. 1 of the Extraordinary General Meeting of Shareholders of 20.04.2017

Art. 1 Approval of the amendment of the Articles of Association as follows:

- Art. 7 par. (13) letter c) is amended to read as follows: “c) submits for the approval of the general meeting of shareholders the modification of budget of revenue and expenditure, as per the fluctuations in the economy”;

- Art. 7 par. (15) shall be amended to read as follows: “(15) The Board of Directors delegates some of its powers to directors (executives), establishing at the same time their remuneration, within the general limits approved by the General Meeting of Shareholders. Company’s executives shall meet the minimum requirements regarding integrity, qualifications and experience as prescribed by the regulations and laws in force.”

- The introduction in the Art. 7 of a new paragraph, paragraph (21), which shall read as follows: “(21) The Board of Directors has the responsibility to ensure the establishment and implementation of corporate governance principles regarding, but not limited to:

a) the strategic management of the company and fulfilling the set objectives;

b) formulation of company’s business plan and evaluation of the financial position thereof;

c) ensuring that an appropriate framework to verify the information submitted to the regulatory and supervisory entity, upon request, concerning specific actions undertaken by the company and the verification of the manner the specific law is applied concerning the submitting of reports to regulatory and supervisory entity;

d) the adequacy, efficiency and update of risk management system;

e) the adequacy, efficiency and update of internal control-compliance system, to ensure its independence from operational and organizational and support structures within the company;

f) compliance with the requirements concerning outsourcing / delegating operational activities or functions;

g) establishing and reviewing the remuneration policy so as to ensure that all commitments relating to remuneration are correctly and responsibly structured and that the remuneration policy allows and promotes an effective risk management without leading to risk-taking exceeding the company's risk tolerance;

h) establishing the communication strategy with stakeholders, complying with the legal requirements;

i) establishing relevant criteria for monitoring the results of the executive management and the company as a whole and to annually evaluate the application of the criteria;

j) approval of company’s risk appetite and tolerance limits, and the procedure for identifying, assessing, monitoring, managing and reporting the significant risks the company is or might be exposed to;

k) ensuring the preparation and implementing of clear action plans ensuring business continuity and for emergency situations and their bi-annual evaluation in order to eliminate risks or minimize them;

l) ensuring the development of ethical and professional standards to ensure a professional and responsible behaviour in the company in order to prevent the occurrence of conflicts of interest.”

The resolution was approved with 100% votes for, 0% votes against and 0% abstain from the total of 144,753,860 votes expressed.

Art. 2 Approval of May 12, 2017 as the registration date (May 11, 2017 as ex-date), in accordance with the provisions of Article 238 par. (1) of Law no. 297/2004, CNVM Regulation no. 6/2009 and CNVM Regulation no. 1/2006, with 100% votes for, 0% votes against and 0% abstain from the total of 144,367,326 votes expressed.

Chairman and CEO, Bogdan-Alexandru Dragoi

Vice-Chairman, Deputy General Director, Octavian Avramoiu

Internal Control, Eugen Cristea


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