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SIF TRANSILVANIA S.A. - SIF3

Litigations - English version

Release Date: 5/21/2020 3:25:28 PM

IRIS Code: EACC1

 

No.  3416 /21.05.2020

 

To:          Bucharest Stock Exchange

                Financial Supervisory Authority

-          Financial Instruments and Investments Sector

 

 

CURRENT REPORT

According to Law no. 24/2017 and F.S.A. Regulation no. 5/2018 

Report date: 21.05.2020

 

S.I.F. Transilvania S.A.

Headquarters: 2, Nicolae Iorga Street, Brasov 500057

Telephone: +40 268 415529, 416171; Fax: +40 268 473215, 473216

Tax registration code: RO3047687

Order number in the Trade Register: J08/3306/92

Registration number in the NSC Register: PJR 09 SIIR/080004

LEI Code (Legal Entity Identifier): 254900E2IL36VM93H128

Subscribed and paid-in share capital: RON 216,244,379.70

Regulated market on which the issued securities are traded: Bucharest Stock Exchange (ticker: SIF3)

Important event to be reported: Litigations

In addition to the Current reports regarding the litigations in which the company is involved, S.I.F. Transilvania informs the shareholders and investors on the litigation in which the company is involved and which have not been the subject of previous current reports:

1.    Through the Civil Sentence no. 299/20.05.2020, delivered in File no. 1889/2/2020, the Bucharest Court of Appeal rejected, as unfounded, the request to suspend the execution of the F.S.A. Decisions no. 525 and 526 of 22.04.2020 filed by Mr. Mihai Fercala, Mr. Iulian Stan and Mr. Stefan Szitas.

Through the same ruling, the Court accepted the exception of the lack of quality as legal representatives of S.I.F. Transilvania of Mr. Mihai Fercala and Mr. Stefan Szitas and annulled the request for suspension filed by S.I.F. Transilvania, as it was formulated by persons without representative capacity.

The court ruling has been delivered with right to appeal within 5 days from communication.

We recall that through Decision no. 525/22.04.2020, the F.S.A. rejected S.I.F. Transilvania’s request for the authorisation of Mr. Mihai Fercala, Mr. Iulian Stan and Mr. Stefan Szitas as members of the Company’s Executive Board, and through Decision no. 526/22.04.2020, the F.S.A. ordered the suspension from trading of the shares issued by S.I.F. Transilvania until 24.04.2020, inclusive, and ordered the Supervisory Board of S.I.F. Transilvania to draw up and publish a report to inform the investors on the changes in the management of the issuer as a result of the rejection by the  F.S.A. of the request for the authorization of Mr. Mihai Fercala, Mr. Iulian Stan and Mr. Stefan Szitas as members of the Executive Board of the Company.

2.    In the File no. 1256/62/2020, pending before the Brasov Tribunal, the application to intervene, filed by Mr. Constantin Fratila and Mr. Marius Adrian Moldovan against the registration with the Trade Register of the O.G.M.S. Resolution of 28.04.2020, was registered.

3.    In the File no. 1260/62/2020, pending before the Brasov Tribunal, the request for finding the absolute nullity of the Supervisory Board’s Resolutions no. 1 and 3 of 23.04.2020, filed by the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria was registered.

Through Resolution no. 1/23.04.2020, the Supervisory Board approved the current reports to be submitted to the F.S.A. and the Bucharest Stock Exchange for publication and authorized Mr. Andanut Crinel Valer, in the capacity of President of the Supervisory Board and Mr. Moldovan Marius Adrian, in the capacity of member of the Supervisory Board, to sign the current reports and send them to the Financial Supervisory Authority and the Bucharest Stock Exchange. Through Resolution no. 3/23.04.2020, the Supervisory Board authorized Mr. Marius Adrian Moldovan, appointed as President of the Executive Board for a 4-year mandate, starting with 20.04.2020, in accordance with art. 14 para. 10 of S.I.F. Transilvania’s Articles of Incorporation, to open the works of the ordinary general meeting of shareholders of 28.04.2020 and to conduct the meeting; through the same resolution, Mr. Radus Mircea, head of administrative and shareholders department, was charged to ensure the optimal conditions for the conducting of the O.G.M.S. convened for 28.04.2020, according to the convening notice and the legal provisions in force.

4.    In the File no. 1261/62/2020, pending before the Brasov Tribunal, the request for presidential ordinance for the suspension of the execution of the provisions of the Supervisory Board’s Resolutions no. 1 and 3 of 23.04.2020, filed by the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria, was registered.

5.    In the File no. 1262/62/2020, pending before the Brasov Tribunal, the request for finding the absolute nullity of the Supervisory Board’s Resolution no. 1/27.04.2020 and of the Minutes of this meeting, filed by the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria, was registered.

Through Resolution no. 1/27.04.2020, the Supervisory Board approved the 2019 Annual Report of the Supervisory Board and authorized Mr. Andanut Crinel Valer, President of the Supervisory Board, to send the annual report to the F.S.A., authorized Mr. Andanut Crinel Valer, President of the Supervisory Board, to sign the current reports on the resolutions adopted by the Supervisory Board during its meetings of 23.04.2020 and 27.04.2020 and to send them to the Financial Supervisory Authority and the Bucharest Stock Exchange.

6. In the File no. 1263/62/2020, pending before the Brasov Tribunal, the request for presidential ordinance for the suspension of the execution of the provisions of the Supervisory Board’s Resolution no. 1 of 27.04.2020 and of the minutes of the respective meeting, request filed by the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria, was registered.

7. In the File no. 1276/62/2020, pending before the Brasov Tribunal, the request for finding the absolute nullity of the Supervisory Board’s Resolutions no. 5 and 6 of 02.05.2020 and no. 1 and 5 of 05.05.2020 and of the minutes of these meetings, request filed by the the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria was registered.

Through Resolution no. 5/02.05.2020, the Supervisory Board (1) approved the content of the current report comprising the O.G.S.M. Resolution of 28.04.2020 drawn up according to the votes cast as reflected in the document “ S.I.F. Transilvania O.G.S.M. Resolution no. 1 of 28.04.2020” posted on the Company's website on 28.04.2020 under the signature of Mihai Fercala, Stefan Szitas and Marcus Valeriu Marin, compliance officer, (ii) approved the content of the current report regarding the E.G.S.M. convened for 11/12.05.2020 and (iii) took note of the will of the company's shareholders, as expressed by the votes cast for the approval of art. 13 of the O.G.M.S. Resolution no. 1 of 28.04.2020 and, pursuant to art. 1552 para. 6 of Law no. 31/1990R, found that starting with 28.04.2020, Mr. Carapiti Dumitru’s mandate as a member of the Supervisory Board had ceased.

Through Resolution no. 6 of 02.05.2020, the Supervisory Board approved the content of the current report regarding the status of the litigations in which S.I.F. Transilvania is involved, according to the information available on the court portal, for the period 22.04.2020 – present.

Through Resolution no. 1 of 05.05.2020, the Supervisory Board approved the current reports regarding the carrying-out of the company's management act and the current report regarding the conducting of the E.G.M.S. of 11/12.05.2020, reports to be submitted to the Financial Supervisory Authority and the Bucharest Stock Exchange for publication.

Through Resolution no. 1 of 05.05.2020, the Supervisory Board approved the current reports regarding the carrying-out of the company's management act and regarding the conducting of S.I.F. Transilvania’s E.G.M.S. of 11/12.05.2020 and their submission to the F.S.A. and B.S.E. for publication.

Through Resolution no. 5 of 05.05.2020, the Supervisory Board approved the advisory committees of the Supervisory Board of S.I.F. Transilvania.

8. In the File no. 1277/62/2020, pending before the Brasov Tribunal, the request for presidential ordinance filed by the plaintiffs S.I.F. Transilvania, Szabo Stefan, Dumitru Carapiti and Gheorghe Lutac against the defendants Fratila Constantin, Crinel-Valer Andanut, Marius-Adrian Moldovan and Nicolae Petria was registered, by which the suspension of the execution of the provisions of the Supervisory Board’s Resolutions no. 5 and 6 of 02.05.2020 and no. 1 and 5 of 05.05.2020 and of the minutes of these meetings was requested.

 

Moldovan Marius Adrian

Executive President/CEO

 

Raduta-Gib Tony-Cristian

Member of the Executive Board/Director

 

 

 

Compliance Officer

Marcus Valeriu Marin



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