Legal Proceedings Report • Oct 16, 2019
Legal Proceedings Report
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No. 8694 / 15.10.2019
Translation from Romanian into English
To: BUCHAREST STOCK EXCHANGE Fax no.: 021-307.95.19
FINANCIAL SUPERVISORY AUTHORITY Financial Instruments and Investments Sector Fax no.: 021.659.60.51
according to the F.S.A. Regulation no. 5/2018 on issuers of financial instruments and market operations
Report date: 15.10.2019 Name of the issuer: Societatea de Investiţii Financiare OLTENIA S.A. Headquarters: Dolj County, Craiova, 1 Tufănele Street, postal code 200767 Phone/Fax: 0251-419.335 / 0251-419.340 Fiscal Registration Code: RO 4175676 Order number at the Trade Register: J16/1210/30.04.1993 FSA Register Number:PJR071AFIAA/160004/15.02.2018 ISIN: ROSIFEACNOR4 LEI Code: 254900VTOOM8GL8TVH59 Depozitory-Custodian: Raiffeisen Bank S.A. Depozitory: Depozitarul Central Bucuresti Share capital subscribed and paid: 58,016,571 lei Regulated market on wich the issued securities are traded on: Bucharest Stock Exchange – Shares, Premium Tier (market symbol SIF5)
S.I.F. Oltenia S.A. informs the investors that in the file no. 6001/63/2019, pending before Dolj Law Court, against S.I.F. Banat-Crișana S.A. and S.I.F. Muntenia S.A. as plaintiffs, having as object the authorization to convene The General Meeting of S.I.F. Oltenia S.A. Shareholders based on Art. 119 paragraph 3 of the Law no. 31/1990 R, ,,the court admits the request. It admits the request of accessory intervention made by Ungureanu Liviu. Authorizes the convening of the General Meeting of S.I.F. Oltenia S.A. Shareholders by the shareholders of S.I.F. Banat-Crișana S.A. și S.I.F. Muntenia S.A.
Approves the agenda, respectively:
Election of the secretaries of the meeting of the general meeting of the company shareholders, respectively of the shareholders Marcel Gheorghe and Dub Bogdan Daniel, having the complete identification data available at the headquarters of the company, who will check the presence list of the shareholders, the votes expressed on the items of the agenda of the meeting, as well as the fulfillment of all the formalities required by law and by the articles of incorporation of the company for holding the general meeting of the shareholders, of which Mr Marcel Gheorghe will draw up the minutes of the meeting of the general meeting of the shareholders.
The appointment of the Notary Public Virgil Claudiu Făurar from the Public Notary Office - SPN Doina Făurar of Craiova, Dolj county, for the supervision, at the expense of the company, of the
operations performed by the secretaries of the assembly, in accordance with the provisions of art. 129 paragraph (3) of the Law no. 31/1990.
The election of the commission for counting the votes expressed by the shareholders on the items of the agenda of the ordinary general meeting of the shareholders of the company, composed of the shareholders Marcel Gheorghe and Dub Bogdan Daniel proposed as meeting secretaries of the meeting, having the complete identification data available at the headquarters of the company.
Approval of the revocation of the administrators Tudor Ciurezu, Anina Radu, Carmen Popa and Nicolae Stoian, with the immediate termination of their administrator mandate from the date of approval of the decision.
Finding the termination of the mandate of general manager of SIF Oltenia SA held by the administrator Tudor Ciurezu.
The election of four administrators as members of the Board of Directors of SIF Oltenia SA for a mandate of equal duration with the period beginning with the date of their election and which ends on 21.04.2021.
Establishing the rights due to newly elected administrators for the exercise of the mandate of SIF Oltenia SA administrator and of the rights due to the members of the higher management (General Manager and Deputy General Manager) at the level established by the Decision of the ordinary general meeting of the shareholders of SIF Oltenia SA no. 5/20.04.2013, published in the Official Gazette of Romania, Part IV, no. 2562/15.05.2013.
Approval of empowerment of the meeting secretary of the general meeting of shareholders appointed for the preparation of the minutes of the meeting of the general meeting of shareholders, with the right of substitution, to sign the decisions of the general meeting of shareholders and any other related documents, in order to represent the company and to carry out all the acts and formalities of publicity, registration and implementation of the decisions adopted by the general meeting of the shareholders at the trade register office, the Financial Supervisory Authority, Central Depository S.A. and any other authorities.
Approval of the instruction to the board of directors and to the higher management of the company to promptly provide to the attorney, respectively to the meeting secretary of the general meeting of shareholders appointed for the preparation of the minutes of the meeting of the general meeting of shareholders, as well as for performing the acts and formalities of publicity, registration and implementation of the decisions adopted by the general meeting of the shareholders, all the necessary information and documents and to give it all the necessary support for this purpose.
Approval of the empowerment of the meeting secretary of the general meeting of the shareholders appointed for the preparation of the minutes of the meeting of the general meeting of the shareholders, to appoint one or more lawyers for the defense and representation of SIF Oltenia SA before the courts or of any institutions and authorities in any present or future litigation processes or procedures in relation to the decisions adopted by the general meeting of the shareholders of the company during the period May-December 2019, with the right to receive all information and documents regarding the respective litigation processes and procedures.
Approval of the instruction to the board of directors and the higher management of the company to hire for the company one or more lawyers appointed by the attorney appointed by the general meeting of the shareholders for the defense and representation of SIF Oltenia SA before the courts or any institutions and authorities in any present or future litigation processes or procedures in relation to the decisions adopted by the general meeting of the shareholders of the company during the period May-December 2019, for a fee of up to 9000 lei for each litigation process or procedure.
It determines the date of holding the general meeting within no more than 60 days from the final stay of this sentence. It establishes the reference date for filing the bearer shares at the Secretariat of S.I.F. Oltenia S.A. at least 5 days before the date of the Ordinary General Assembly. Establishes
that the shareholder of S.I.F. Banat-Crișana S.A. by legal representative to chair the meeting of the Ordinary General Assembly of the S.I.F. Oltenia S.A. With appeal within 30 days of communication ".
S.I.F. Oltenia S.A. specifies that it will appeal the judgement by appeal within the legal term.
There are no other events to report.
Associate Prof. PhD. Cristian BUȘU Vice-Chairman / Deputy General Manager
Ec. Viorica Bălan Compliance Officer
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