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SIF MOLDOVA S.A. - SIF2

Convening Notice of O & E GSM - April 18, 2019

Release Date: 3/14/2019 7:19:20 PM

IRIS Code: F2885

Report date: March 14, 2019

Information according to: Law 24/2017, FSA Regulation 5/2018

Issuer name: Societatea de Investitii Financiare MOLDOVA S.A.

Headquarters: 94C Pictor Aman street, Bacau

Phone/fax/e-mail: 0234576740 / 0234570062 / sifm@sifm.ro

Sole registration number at the Trade Register Office: 2816642

Trade Register Number: J04/2400/92

LEI: 254900Y1O0025N04US14

Share capital: 101,317,917.6 RON

Number of issued shares: 1,013,179,176

Face Value: 0.1 RON/share

Ownership structure: 100% private

Free float: 100%

ASF Register No.: PJR071AFIAA/040002

Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium category

International identifiers:

Bucharest Stock Exchange: SIF2

ISIN: ROSIFBACNOR0

Bloomberg: BBGID BG000BMN5F5

Reuters:  SIF2.BX

 

To:       BUCHAREST STOCK EXCHANGE

 

FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investments Sector

 

Important event – Convening the EGMS and OGMS on April 18/19, 2019

 

The Board of Directors has decided to convene SIF Moldova Extraordinary and Ordinary General Meetings of Shareholders on April 18/19, 2019, with the agenda provided in the attached Convening Notice. All shareholders registered in the shareholders' register by the end of April 5, 2019 (reference date) may attend and vote at the general meetings.

 

Main issues and terms on the agenda of general meetings:

 

Extraordinary General Meeting of Shareholders:

1.     Approval of SIF Moldova share capital decrease with the amount of 1,100,000 lei following the cancellation of 11,000,000 own shares acquired by the company according to the EGMS Resolution no. 2 of April 27, 2018.

2.     Approval of a buy-back program of maximum 20,300,000 shares (2.0036% of the share capital), of which a maximum of 15,300,000 shares (1.5101% of the share capital) will be bought back in order to reduce the share capital through the cancellation of the shares and a maximum of 5,000,000 shares (0.4935% of the share capital) will be bought back with the purpose of being granted to the employees, managers and directors of the Company, under “stock option plans”.

 

Ordinary General Meeting of Shareholders:

1.     Approval of a gross dividend of 0.0304 lei/share, for the shareholders registered on the registration date of May 10, 2019 and offering the opportunity to subscribe within a public purchase offer.

u  The dividend fund represents 60% of the net profit of the year 2018.

u  The payment of dividends will take place before the public buying offer, on May 30, 2019payment date, which is for the benefit of the shareholders, who will receive dividends and will also be able to take part in the offer at a price higher than the market price.

u  In line with the corporate governance objectives, SIF Moldova's management believes that the mix of cash dividend distributions and subscription in the public buying offer is a more attractive alternative to shareholders than the classic distribution of dividends.

u  The shareholders who choose to subscribe to the offer make a higher return than if the entire fund for dividends and redemptions were allocated only to dividends.

u  The shareholders who choose to subscribe to the offer make a higher return than if the entire fund for dividends and buybacks were allocated only to dividends.

u  The sizing of this policy mix aims to achieveg a balance between the provision of resources for the investment programs to be continued in 2019, the short-term shareholders 'expectations regarding dividend distribution and long-term shareholders' expectations, respectively the increase in the value of the net asset and implicitly the price / share.

 

2.     Approval of the individual and consolidated financial statements for 2018 and of the individual and consolidated Board Activity Report.

 

3.     Approval of the Activity Program and the Revenues and Expenditures Budget for 2019.

 

4.     Approval of the financial auditor appointment and the financial audit contract for a period of 2 years (2019-2021).

 

The Board of Directors, recommends shareholders to consult the EGMS and OGMS documents available on www.sifm.ro website, starting with the publication date of the Convening Notice in the Official Journal of Romania, part IV (March 18, 2019).

 

Claudiu Doros

CEO                            

 

Michaela Puscas

Ofiter de Conformitate

 



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