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| October 28, 2021 |
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SIF BANAT CRISANA S.A. - SIF1

Resolutions of the EGM of Shareholders of October 11, 2021

Release Date: 10/11/2021 2:40:43 PM

IRIS Code: FA160

CURRENT REPORT

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

Report date: October 11, 2021

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 FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 | Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 | Subscribed and paid-up share capital RON 51,542,236.30 | 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 October 11, 2021

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” or ”SIF1”), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office attached to the Tribunal of Arad under number Arad J02/1898/1992, having the Unique Registration Code 2761040, tax attribute R,  with number PJR07.1AFIAA/020007/09.03.2018 in ASF Register, with number PJR09FIAIR/020004/01.07.2021 in ASF FIAIR Register, and the subscribed and paid-up share capital of RON 51,542,236.30, gathered in the meeting held on October 11, 2021 starting with 12:00 hours (Romanian time), at the first call (hereinafter referred to as “EGM”),

Considering:

·  The Convening Notice communicated 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. 3662 of September 6, 2021; in the national newspaper Ziarul Financiar no. 5751 of September 6, 2021, in the local newspaper Jurnal Aradean no. 8899 of September 6, 2021, on company’s website, (www.sif1.ro), and on the website of Bucharest Stock Exchange,

·  Company’s Articles of Association in force as of November 10, 2020,

·  Trading Companies 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,

·  Financial Supervisory Authority (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 168,313,630 shares, representing 32.66% of the total voting rights, with the votes “for” of the shareholders representing 99.93% 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 168,313,630 shares, representing 32.66% of the total voting rights, with the votes “for” of the shareholders representing 99.93% of the votes cast, approves the election of the commission for counting the votes cast by the shareholders on the topics on 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 168,313,630 shares, representing 32.66% of the total voting rights, with the votes “for” of the shareholders representing 94.14% of the votes cast, approves the Company to carry out a buyback program (“Program 4”) in compliance with applicable legal provisions and having the following main features:

(i) The purpose of Program 4: The Company will repurchase shares under the Program 4 for the distribution free of charge to members of the Company’s management (administrators, executive directors) in order to build their loyalty and to reward their activity in the Company, according to performance criteria to be determined by the Board of Directors.

(ii) The maximum number of shares that may be repurchased: 880,000 shares at most;

(iii) The minimum price per share: RON 0.1;

(iv) The maximum price per share: RON 6.1042;

(v) Duration of Program 4: a maximum of 18 months after publication of the decision in the Official Gazette of Romania, Part IV;

(vi) The shares acquired under the Program 4 will be paid from sources permitted by law.

Besides its main characteristics, Program 4 will also include other requirements provided by law and which are not listed above. The acquisition of shares under Program 4 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 4, the Board of Directors will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 168,313,630 shares, representing 32.66% of the total voting rights, with the votes “for” of the shareholders representing 94.14% of the votes cast, approves the use of the shares purchased under Buyback Program 4 for their distribution free of charge to members of the company’s management (administrators, executive directors) in a “Stock Option Plan”, in compliance with applicable law. The Board of Directors of the company is empowered to take all necessary measures and to fulfil all the formalities required for the approval and implementation of the “Stock Option Plan”.

Resolution no. 5

With the direct participation, by representative or by correspondence of the shareholders holding 168,313,630 shares, representing 32.66% of the total voting rights, with the votes “for” of the shareholders representing 100% of the votes cast, approves the date of October 27, 2021, as registration date (October 26, 2021, as the ex date) in accordance with the provisions of Art. 87 par. 1 of Law no. 24/2017 and ASF Regulation no. 5/2018.

 

Chairman of the Board of Directors, Bogdan-Alexandru Dragoi

Compliance Officer, Eugen Cristea

 



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