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SIF BANAT CRISANA S.A. - SIF1

Resolutions of the Extraordinary General Meeting of Shareholders of March10,2020

Release Date: 3/10/2020 2:49:59 PM

IRIS Code: 02700

CURRENT REPORT

according to Regulation no. 5/2018 and Law no. 24/2017
on issuers of financial instruments and market operations

Report date: March 10, 2020

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| Tax Identification Code RO2761040 | Trade Register Number J02 / 1898 / 02.09.1992 | Number In ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 | Number In ASF SIIRS Register PJR09SIIR / 020002 / 02.02.2006  | Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 | Subscribed and paid-up share capital RON 51,746,072.40 | Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BVB) Premium category (symbol: SIF1)

Important event to be reported:

Resolutions of the Extraordinary General Meeting of Shareholders of March 10, 2020

The extraordinary general meeting of Societatea de Investitii Financiare Banat-Crisana’s shareholders, established and operating in accordance with Romanian law, (hereinafter referred to as “SIF Banat-Crisana”), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office of Arad Court under number Arad J02/1898/1992, having the Unique Registration Code 2761040, tax attribute R,  having number PJR07.1AFIAA / 020007 / 09.03.2018 in ASF Register and the subscribed and paid-up share capital of RON  51,746,072.40, gathered in the meeting held on March 10, 2020 starting with 10:00 hours (Romanian time), at the first call (hereinafter referred to as “EGM”),

Considering:

·  The Convening Notice submitted initially on January 23, 2020 to the Financial Supervisory Authority (“ASF”) - Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 311 on January 27, 2020; in the national newspaper Ziarul Financiar no. 5340 of January 28, 2020, in the local newspaper Jurnal Aradean no. 8493 of January 28, 2020, on company’s website, (www.sif1.ro), and on the website of Bucharest Stock Exchange on January 23, 2020, and the supplemented Agenda submitted on February 18, 2020 to the Financial Supervisory Authority (“ASF”) - Sector of Financial instruments and Investments, and Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 667 on February 19, 2020; in the national newspaper Ziarul Financiar no. 5357 of February 20, 2020, in the local newspaper JURNAL ARADEAN no. 8510 of February 20, 2020, on company’s website, www.sif1.ro, and on the website of Bucharest Stock Exchange on February 18, 2020,

·  Company’s Articles of Association in force as at January 29, 2020,

·  Company Law no. 31/1990, republished with subsequent amendments and completions,

·  Law no. 74/2015 on the managers of alternative investment funds,

·  Law no. 24/2017 on issuers of financial instruments and market operations,

·  ASF Regulation no. 5/2018 on issuers of financial instruments and market operations,

Decides upon the topics on the EGM Agenda as follows:

Resolution no. 1

With the direct participation, by representative or by correspondence of the shareholders holding 192,578,466 shares, representing 37.43% of the total voting rights, with the votes “for” of the shareholders representing 99.65% of the votes cast, approves the election of the secretaries of the works of the extraordinary general meeting of Company’s shareholders, namely the shareholders Laurentiu Rivis, Eugen Ioan Cristea and Daniela Vasi, with the identification data available at the company’s headquarters, which will verify the fulfilment of all the formalities required by the law and the constitutive act for holding the meeting and will prepare the minutes of the meeting.

Resolution no. 2

With the direct participation, by representative or by correspondence of the shareholders holding 192,578,466 shares, representing 37.43% of the total voting rights, with the votes “for” of the shareholders representing 99.65% of the votes cast, approves the election of the commission for counting the votes cast by the shareholders on the topics of the agenda of the extraordinary general meeting of shareholders, consisting of Laurentiu Rivis, Eugen Ioan Cristea, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company’s headquarters.

Resolution no. 3

With the direct participation, by representative or by correspondence of the shareholders holding 192,578,466 shares, representing 37.43% of the total voting rights, with the votes “for” of the shareholders representing  85.42% of the votes cast, approves the amending the Company’s Articles of Association, to correlate with the provisions of Law no. 243/2019 on alternative investment funds, amending and supplementing certain normative acts (AIF Law), as follows:

- in Art. 3, the paragraphs (3), (4), (5) and (6) concerning the holding limits of 5% of Company’s share capital are removed, so Art. 3 to be read as follows:

“Art. 3 Share capital and shares.

(1) The share capital of the company amounts to RON 51,746,072.40 and is divided into 517,460,724 shares of RON 0.10 each, appropriated per shareholders as shown in the records entered in the shareholders’ registry.

(2) The shares issued by the company are registered, of equal values, issued in dematerialized form and grant equal rights to their holders. The nominal value of a share is of RON 0.10. The shares are indivisible, and the company recognizes a sole representative for exercising the rights attached to a share.”

The amendment of Art. 3 of the Articles of Association shall take effect from July 24, 2020, the date of repeal of art. 286^1 of Law no. 297/2004, according to art. 81 paragraph (3) of Law no. 243/2019, viz. at the fulfilment of the term of 6 months from the entry into force of Law no. 243/2019 on alternative investment funds, amending and supplementing certain normative acts.

Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 192,578,466 shares, representing 37.43% of the total voting rights, with the votes “for” of the shareholders representing 99.64% of the votes cast, approves March 27, 2020 as the registration date (March 26, 2020 as the ex date) in accordance with the provisions of art. 86 par.  (1) of Law no. 24/2017 and ASF Regulation no. 5/2018.

***

Regarding the resolution on topic 5 on the agenda concerning the companys share capital reduction by cancelling a number of 72,842,636 shares held by SIF MUNTENIA SA, OPUS - CHARTERED ISSUANCES SA / AA LUXEMBOURG and ROUMANIAN STRATEGY FUND AA / Vaduz according to art. 107^1 in relation to 104^1 par. (3) of Law no. 31 / 1990R, with the amount of RON 7,284,263.6, from RON 51,746,072.40 to RON 44,461,808.8, the general meeting of shareholders did not gather the majority of votes necessary to pass this resolution, the voting result for this topic being: votes ”for“ - 15.06%, votes “against” - 36.09% and “abstentions” - 48.85 % of the votes cast.

Regarding the resolution on topic 6 on the agenda concerning the suspension of the voting right for a number of 72,842,636 shares held by SIF MUNTENIA SA, OPUS - CHARTERED ISSUANCES SA / AA LUXEMBOURG and ROUMANIAN STRATEGY FUND AA / Vaduz until the registration of the share capital reduction, the general meeting of shareholders did not gather the majority of votes necessary to pass this resolution, the voting result for this topic being: votes ”for“ - 15.06%, votes “against” - 36.09% and “abstentions” - 48.85 % of the votes cast.

 

Chairman of the Board of Directors and CEO, Bogdan Alexandru Dragoi

Compliance Officer, Eugen Cristea

 



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