AGM Information • Mar 11, 2015
AGM Information
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${\bf S}$ ocietatea de Investiții ${\bf F}$ inanciare ${\bf OLTENIA}$ S.A.
200767, Craiova, Str. Tufânele nr. 1 e-mail:[email protected], www.sifolt.ro Tel.: 0251-419.397, 419.398, 419.338, 419.347 Fax: 0251-419.340
Numär Registru C.N.V.M.: PJR09SIIR/160003/14.02.2006 CUI/CIF: RO 4175676 Nr. Reg. Com.: J16/1210/30.04.1993 Capital social: 58.016.571 lei
No. 1342 / 11.03.2015
Translation from Romanian into English
BUCHAREST STOCK EXCHANGE Fax no.: 021-307.95.19
according to the R.N.S.C. (C.N.V.M.) Regulation no. 1/2006 regarding the issuers and the securities transactions and to the Law no. 297/2004 regarding capital market
Name of the issuer: Societatea de Investiții Financiare OLTENIA S.A. Headquarters: Dolj County, Craiova, 1, Tufănele St., zip code 200767 Phone /Fax: 0251-419.335 / 0251-419.340 Fiscal Registration Code (CIF): RO 4175676 Order number at the Trade Register: J16/1210/30.04.1993 R.N.S.C. (C.N.V.M.) Register Number: PJR09SIIR/160003/14.02.2006 Share capital subscribed and paid: 58,016,571 RON Regulated market on which the issued securities are traded on: Bucharest Stock Exchange - Shares, Premium Tier, (market symbol SIF5)
Calls for the Ordinary General Assembly of Shareholders on 28.04.2015, hours $10^{00}$
with registered office in Dolj County, Craiova, Tufănele street, no. 1, No. Trade Register.: J16/1210/1993 Sole Registration Code no. RO 4175676 Social capital: 58,016,571 lei
The assembly will take place at the headquarters of S.I.F. Oltenia S.A. from Craiova, Tufănele street, no.1, Dolj County, being entitled to attend shareholders registered by the end of the day of 02.04.2015, considered as reference date.
The calling complies with the provisions of Law no. 297/2004 and of the R.N.S.C. Regulations, (currently FSA) given for its implementation, of the Law no. 31/1990 R, as subsequently amended and supplemented, as well as those of the Contract and Statute of S.I.F. Oltenia S.A.
The share capital of the company consists of 580,165,710 nominative shares, with the face value of 0.1 lei, dematerialized and indivisible, each share giving right to one vote in the general assembly of shareholders, except for shares for which the voting right is suspended according to the provisions of art. $2861$ paragraph 1 and 2 of the Law no. 297/2004.
Information on the number of shares with voting right suspended will be made public according to RNSC Instruction no. 6/2012.
The presentation and approval of the Financial Statements of the year 2014, based on the Report of the Administration Board and on the Report of the Financial Auditor.
The approval of the distribution of net profit, according to the proposal of the Administration Board. The gross dividend proposed by the Administration Board of S.I.F. Oltenia S.A. is of 0.12 lei/share, which represents 73.38 % of the net profit, the difference, respectively $26.62\%$ of the net profit, is proposed to be distributed to own financing sources of the company. The approval of the date of dividends payment as being the maximum date permitted by legal provisions, reported to the REGISTRATION DATE, determined by the general assembly of shareholders. The distribution of dividends to shareholders will be made in accordance with legal provisions, the costs relating to the payment being borne by shareholders from the value of the net dividend.
The approval to discharge the administrators for the activity performed in the financial exercise of the year 2014.
The presentation and approval of the Budget of Revenues and Expenses for the year 2015 and of the Strategy for the year 2015.
The election of a permanent administrator, for a mandate period equal to the one of the current Administration Board of S.I.F. Oltenia S.A. elected at OGAS on 20.04.2013.
The appointment of the Financial Auditor for a period of 2 years and empowering the Administration Board to conclude with him an audit contract and to establish the conditions for the exercise of the financial audit activity, in compliance with all legal provisions applicable to this activity.
The approval of performing accounting records to which OGAS Decision SIF Oltenia SA no. 6/29.04.2014 refers, respectively, making accounting records according to prescribing the right to require payment of dividends unclaimed for more than three years after their due date" in the financial exercise of year 2015, as follows:
a. incomes
b. other reserves
In applying the provisions of R.N.S.C. Regulations no.6/2009, shareholders representing, alone or together 5 % of the share capital, have the right:
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The deadline to exercise these rights is $30.03.2015$ , hours $10^{00}$ .
Each shareholder has the right to ask questions regarding the items on the agenda of the general assembly, no later than 30.03.2015, hours $10^{60}$ , the date of the registry number. The company may respond including by posting the answer on its own website, in the frequently asked questions section.
The requests shall be submitted in written, in original, at the company headquarters with the address S.I.F. Oltenia S.A. Craiova, Tufănele street no.1, Dolj county, under the signature of the shareholder or of his legal representative. The shareholders or legal representatives can also send requests with the extended electronic signature, in accordance with Law 455/2001 regarding the electronic signature, by e-mail at the address [email protected], with the clearly stated mention in capital letters: FOR ORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS ON 28/29.04.2015.
For the identification of the persons, the shareholders who make proposals for the supplementation of the agenda, will attach to the request documents certifying their identity (identity document for natural persons and for legal person, identity document of the legal representative, accompanied by the proof of legal representative quality, respectively confirmation of company details (company extract) issued by the trade register, presented in original or copy complying with the original, or any other document, in original or copy complying with the original, issued by a competent authority of the state where the shareholder is legally registered, certifying the quality of legal representative) and a bank account from which it results the quality of the shareholder and the number of shares held as of the date of request, issued by the Central Depository or depending to the case, by the participants defined in art.168 par. (1) lett. b) of the Law no. 297/2004 that provide custodian services. Documents certifying the quality of legal representative of the shareholder legal person will be issued maximum 3 months before the publishing date of calling notice for the general assembly of the shareholders. Documents certifying the quality of the legal representative drafted in a foreign language, other than English, must be accompanied by a translation, made by a sworn translator, in the Romanian or English language.
The same documents will be submitted by the shareholders who submit questions to the Administration Board.
The documents attached to the request sent by post or courier will be certified for conformity with the original by the signatories of the requests and for those sent in electronic form, holders of extended electronic signature (shareholder or legal representative) shall submit a statutory declaration that the documents submitted comply with the original.
Candidates for the position of administrator will be nominated by the actual members of the Administration Board or by the shareholders, according to art. $1371$ par. (2) of the Law no. 31/1990R, as subsequently amended and supplemented. The application files of candidates proposed will be submitted to the Administration Board of S.I.F. Oltenia S.A. no later than $23.03.2015$ , hours $10^{00}$ , in order to verify the fulfilment of the conditions for holding the position of administrator of S.I.F. Oltenia S.A. and the including on the list of candidates which will be submitted to the approval of the general assembly.
The procedure regarding the submitting of application files and their content, will be brought to the knowledge of the persons interested on the official site of S.I.F. Oltenia S.A. - www.sifolt.ro – as from the OGAS calling date, respectively 11.03.2015.
The candidates will be rincluded on the list of candidatures, in chronological order of the registration numbers of the application files in the registry of S.I.F. Oltenia S.A.
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The list of candidatures will be drafted by the Administration Board of S.I.F. Oltenia S.A. and published on the official site of S.I.F. Oltenia S.A. no later than 27.03.2015, together with the CVs of candidates.
The person elected by the general assembly of the shareholders in the position of administrator will exercise the powers of the position only after the approval by the Authority of Financial Supervision, registration with ORC and concluding of the professional insurance policy, according to the law, as well as after the establishing the guaranties provided by the Articles of Incorporation.
The participation to the assembly is done in own name or through representation. The representation may be done also through other persons than the shareholders, based on a special or general power of attorney.
The special power of attorney may be granted to any person for representation in a single general assembly and contains specific voting instructions from the issuer shareholder, in which case the provisions of art. 125 (5) of the Law no. 31/1990 R, with subsequent amendments and completions, are not applicable.
The general power of attorney may be granted by the shareholders, in the conditions of art.243 par. $6^2$ - $6^5$ of the Law no. 297/2004, introduced by OUG no. 90/2014, as a client, to an intermediary (defined according to art. 2 par. (1) point 14 of the Law 297/2004) or to a lawyer. The general power of attorney is submitted, before its first use, to SIF Oltenia SA in copy, including the mention of compliance with the original under the signature of the representative.
In the application of the provisions of art. 243 par. $64$ of the Law no. 297/2004, introduced by OUG no. $90/2014$ , the representative appointed by the shareholder through the general power of attorney will give, upon the presentation in the meeting room, before receiving the ballot, an statutory declaration, which will be updated at each general assembly conducted by SIF Oltenia SA in the validity period of the general power of attorney, which shows that he/she is not in a situation of conflict of interests according to the legal provisions mentioned. The attorney, intermediary or lawyer, will also prove that he/she meets the condition of client of the shareholder who issued the general power of attorney by presenting the contract (copy, stamped for compliance with the original by the representative) valid as of the issue date of the general power of attorney and which should comprise at least the period for which the shareholder issued the general power of attorney.
Both in the case of the special power of attorney and of the general one, the attorney cannot be substituted by another person. In case the attorney is a legal person, in the application of the provisions of art. 243 par. $65$ of the Law no. 297/2004, introduced by OUG no. 90/2014, if the natural person attending is the legal representative, then he/she will make this proof with the same documents requested when formulating demands on completing the agenda or asking questions. If the mandate is exercised by another person who is part of the administrative or management body or the employees of the legal person, then, to the documents mentioned above, a power of attorney will be added, IN ORIGINAL, signed by the legal representative for the nomination of the person to attend the general assembly in which should be mentioned the quality/position held in the legal person appointed by the shareholder as its representative.
The shareholders may revoke or amend vote or mandates issued, no later than
$26.04.2015$ , hours $10^{\circ\circ}$ , being considered the last vote or the last special or general power of attorney sent to SIF Oltenia SA. Also, in case of personal attending of the shareholder in the assembly, the votes or mandates previously submitted will become void.
The voting procedure, according to the option of casting the vote chosen by the shareholders, will be brought to their knowledge together with the special power of
attorney form and ballot by mail, on the official site of S.I.F. Oltenia S.A., as from 27.03.2015, in Romanian and English language.
The special powers of attorney, IN ORIGINAL, and the general ones, in the conditions described above, will be submitted (by the registration office or mail) to S.I.F. Oltenia S.A. as from 15.04.2015 and no later than 26.04.2015, hours $10^{\circ\circ}$ , the date of the registration number OR in the form of electronic document with extended electronic signature, sent until the same date at the e-mail address: $a\alpha a/\alpha s$ if olt. ro.
At the same time, the vote by correspondence will be submitted, in original, respectively sent by electronic means to S.I.F. Oltenia S.A., within the same term, respectively the period $15.04.2015 - 26.04.2015$ , hours $10^{00}$ .
When exceeding the term specified above, they will no longer be taken into consideration. The shareholders have the obligation to observe the procedure established by the Administration Board for casting the vote, depending on the method chosen, otherwise the vote will be cancelled.
In order to receive and centralize votes by mail expressed by the shareholders, as well as the special powers of attorney, Special Commissions will be designated. The members of the commissions will have the obligation to keep the documents secured and also they will ensure the secrecy of the vote, based on a Commitment of Confidentiality, until the moment of the vote centralization, not allowing its disclosure but only to the members of the Secretariate in charge of counting the secret votes cast and only in the moment when the other votes cast secretly by shareholders present or by the representatives of shareholders attending the assembly are known (art. 80 of the OUG no. 32/2012) and art. 243 par. (9) of the Law no. 297/2004, as amended by OUG no.90/2014.
The right to vote, related to the shares held by the shareholders above the limit of 5% of the share capital, are suspended by limitation "pro-rata" applied to holdings from the reference date. The list of shareholders who, alone or together with persons acting in concert, hold shares above the limit of 5% of the share capital of S.I.F. Oltenia S.A., will be established, in accordance with the provisions of R.N.S.C. Instruction no. 6/2012 and will be published on the official site of S.I.F. Oltenia S.A.
The documents can be consulted or purchased by the shareholders, for a fee, from the company's headquarters in Craiova, Tufănele street, no.1 or on the official site, as follows:
the Report of the Administration Board and the Financial Statements, from the publishing date of the present calling document, respectively 11.03.2015;
the remaining documents related to the agenda, including the resolution draft of OGAS, will be made available to the shareholders as from 27.03.2015.
The access to the meeting room is allowed:
to the shareholders based only on the identity document for natural persons, and for legal persons on the basis of the identity document of the legal representative and of the proof of legal representative, corresponding to the provisions of the present calling note and the Procedure approved by the Administration Board of SIF Oltenia SA.
to the representatives, for whom shareholders issued special or general powers of attorney which will be presented, under the conditions of the present calling note and the Procedure approved by the Administration Board of SIF Oltenia SA.
If on 28.04.2015 the necessary quorum to run the OGAS under the conditions of the law is not met, it will take place in a second meeting, on 29.04.2015, at the place and time indicated for the first calling, with the same agenda, regardless of the quorum met, and it will adopt decisions with majority of votes cast.
Additional information can be obtained at the headquarters of SOCIETATEA DE INVESTIȚII FINANCIARE OLTENIA S.A. of Craiova, Tufănele street, no. 1, phone no. 0251-419.335, 0251-419.338, as well as on the official site of S.I.F. Oltenia S.A. www.sifolt.ro.
Associate Prof. PhD. Ec. Tydor CIUREZU Chairman / General Manager FINA
10/1993
Ec. Viorica Balan Internal Control
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