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SIF MOLDOVA S.A. - SIF2

Convening Notice of O & E GSM - April 27, 2020

Release Date: 3/26/2020 6:22:00 PM

IRIS Code: 799AD

Report date: March 26, 2020

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

EUID: ROONRC J/04/2400/1992

LEI: 254900Y1O0025N04US14

Share capital: 100,217,917.6 RON

Number of issued shares: 1,002,179,176

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 27/28, 2020

 

The Board of Directors has decided to convene SIF Moldova Extraordinary and Ordinary General Meetings of Shareholders on April 27/28, 2020, with the agenda provided in the attached Convening Notice. All shareholders registered in the shareholders' register by the end of April 15, 2020 (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 the amendment of SIF Moldova Memorandum of Association, in order to correlate with Law no. 243/2019 regarding the regulation of alternative investment funds and for the amending and completion of some normative acts

2.     Approval of SIF Moldova share capital decrease with the amount of 1,270,000 lei following the cancellation of 12,700,000 own shares acquired by the company according to the EGMS Resolution no. 3 of April 18, 2019.

3.     Approval of a buy-back program of maximum 20,800,000 shares (2.0755% of the share capital), of which a maximum of 11,000,000 shares (1.0976% 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 9,800,000 shares (0.9779% of the share capital) will be bought back with the purpose of being granted to the employees, managers and directors of the Company, as part of some “stock option plans” programs.

 

Ordinary General Meeting of Shareholders:

1.     Approval of a gross dividend of 0.06 lei/share, for the shareholders registered on May 19, 2020 and offering the opportunity to subscribe within a public purchase offer.

-       The dividend fund represents 46% of the net profit of the year 2019.

-       The payment date of the dividends is June 11, 2020 and is prior to the public purchase offer, which is for the benefit of the shareholders, who will be able to receive dividends but also to subscribe their shares in the purchase offer.

In accordance with SIF Moldova's shareholder remuneration policy the Board of Directors intends to remunerate the shareholders both by granting cash dividends and by carrying out buyback programs through Public Purchase Offers (PPO). It is belived that the mix of policies that includes the allocation of dividends and the possibility to subscribe within some PPO, offers a higher yield than the one offered by the classic distribution of dividends, remunerating the invested capital at a higher level than the returns offered by the monetary investments.

2.     Approval of the individual and consolidated financial statements for 2019 and of the individual and consolidated Board Report.

3.     Approval of the Activity Program and the Revenues and Expenditures Budget for 2020.

 

In the context of the COVID-19 epidemic SIF Moldova recommends to the shareholders to vote by correspondence at the General Meetings of Shareholders of April 27/28, 2020 (vote by electronic mail or by post / courier).

 

The Board of Directors, recommends to the shareholders to consult all 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.

 

Claudiu Doros                                                                          

CEO    

 

Michaela Puscas

Compliance Officer



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