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SIF BANAT CRISANA S.A. - SIF1

Resolutions of the Ordinary General Meeting of Shareholders of January 6, 2021

Release Date: 1/6/2021 12:08:55 PM

IRIS Code: 57E81

CURRENT REPORT

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

Report date: January 6, 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 SIIRS Register PJR09SIIR / 020002 / 02.02.2006  | 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 Ordinary General Meeting of Shareholders of January 6, 2021

The ordinary 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, and the subscribed and paid-up share capital of RON 51,542,236.30, gathered in the meeting held on January 6, 2021 starting with 10:00 hours (Romanian time), at the first call (hereinafter referred to as “OGM”),

Considering:

·  The Convening Notice submitted on November 25, 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. 4206 of 27.11.2020; in the national newspaper Ziarul Financiar no. 5557/27.11.2020, in the local newspaper Jurnal Aradean no. 8706/27.11.2020, on company’s website, (www.sif1.ro), and on the website of Bucharest Stock Exchange on November 25, 2020,

·  Company’s Articles of Association in force beginning April 29, 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 OGM Agenda as follows:

Draft for Resolution no. 1

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 100% of the votes cast, approves the election of the secretaries of the works of the ordinary 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.

Draft for Resolution no. 2

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 100% 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 ordinary 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.

Draft for Resolution no. 3

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, approves the election of the members of the company’s Board of Directors (administrators) for a term of office of 4 year, starting on April 25, 2021 and until April 25, 2025, specifying that the persons elected for the position of administrator will exercise their duties related to the position only after the Financial Supervisory Authority issued the decision of authorization / approval, as per the applicable legal provisions, namely the following:

1. Dragoi Bogdan-Alexandru, Romanian citizen, having the identification data available at the company, with the votes “for” of the shareholders representing 97.38% of the votes cast;

2. Straut Radu-Razvan, Romanian citizen, having the identification data available at the company, with the votes “for” of the shareholders representing 97.38% of the votes cast;

3. Ciucioi Ionel Marian, Romanian citizen, having the identification data available at the company, with the votes “for” of the shareholders representing 97.38% of the votes cast;

4. Pfister Marcel Heinz, Swiss citizen, having the identification data available at the company, with the votes “for” of the shareholders representing 97.38% of the votes cast;

5. Marica Sorin, Romanian citizen, having the identification data available at the company, with the votes “for” of the shareholders representing 97.38% of the votes cast.

Draft for Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 97.37% of the votes cast, approves the Remuneration Policy for the leaders of the company (administrators and directors), in compliance with the provisions of art. 92^1 of Law no. 24/2017 on issuers of financial instruments and market operations.

Draft for Resolution no. 5

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 99.99% of the votes cast, approves the remuneration due to the members of the Board of Directors for the financial year 2021, at the level established by the Resolution of OGM of April 26, 2016.

Draft for Resolution no. 6

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 99.99% of the votes cast, approves the general limits of all additional remunerations of the members of the board of directors and of the general limits of the remuneration of the directors, for the financial year 2021, at the level established by the Resolution no. 7 of OGM of April 27, 2020.

Draft for Resolution no. 7

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 100% of the votes cast, approves the date of January 22, 2021 as the registration date (January 21, 2021 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.

Draft for Resolution no. 8

With the direct participation, by representative or by correspondence of the shareholders holding 202,263,011 shares, representing 39.31% of the total voting rights, with the votes “for” of the shareholders representing 100% of the votes cast, approves the empowering the Board of Directors to implement the resolutions adopted by the Ordinary General Meeting of Shareholders, and empowering, with the possibility of substitution, the General Director (CEO) and / or the Deputy General Director, to carry out all legal formalities and to sign any documents needed to fulfil the necessary formalities at the Financial Supervisory Authority, at the Trade Register Office, as well as wherever necessary, to implement the resolutions of the general meeting.

 

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

Compliance Officer, Eugen Cristea

 



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