AGM Information • Apr 29, 2015
AGM Information
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200767, Craiova, Str. Tufănele nr. 1 e-mail:[email protected], www.sifolt.ro Tel.: 0251-419.397, 419.398, 419.338, 419.347 Fax: 0251-419.340
Număr 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.2593 / 29.04.2015
Translation from Romanian into English
To: FINANCIAL SUPERVISORY AUTHORITY Financial Instruments and Investments Sector Fax no.: 021-659.60.51
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 Investitii 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)
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The Ordinary General Shareholders Assembly of SOCIETATEA DE INVESTITII FINANCIARE OLTENIA SA, statutorily met on 29.04.2015, at the second call, in the presence of shareholders holding 181,928,768 shares - all of them with voting right, representing 31.358% of the share capital, based on the Law no. 31/1990 R, as subsequently amended and supplemented, on the Law no. 297/2004, amended and supplemented, on the FSA (former RNSC) Regulations in force and on the own Articles of Incorporation, with the majority of votes cast, as it is pointed out in the minutes of the meeting, corresponding to the issues on the agenda, adopts the following Decisions:
The approval of the financial statements of the year 2014 in the form presented, based on the Report of the Administration Board and the Report of the Financial Auditor (including the provision representing the profit participation fund for employees, management and administrators, registered according to the provisions of OMFP no. 418/2005 and established according to the provisions of the Articles of Incorporation, Collective Labour Agreement and Mandate Contracts, for which the competence of allotment is delegated to the Administration Board and to the Effective Management $-$ for the employees, with the observance of the establishment provisions according to the SIF Oltenia SA OGAS Decision no. 5/20.04.2013).
The main economical-financial indicators related to the year 2014 are:
| Incomes from current activity | 263, 293, 213 lei |
|---|---|
| Expenses from current activity | 150,125,366 lei |
| Gross result - profit | 113, 167, 847 lei |
| Profit tax | 18,291,717 lei |
| Net result - profit | 94,876,130 lei |
The approval of the net profit distribution, amounting to 94,876,130 lei, according to the proposal of the Administration Board, to the following directions:
69,619,886 lei, representing 73.38% of the net profit, for the dividends due to the shareholders existing on the registration date 28,08.2015. The amount allotted ensures the distribution of a gross dividend amounting to 0.12 lei for one share held on the registration date.
25,256,244 lei, representing 26.62 % of the net profit, to the own financing sources of the company.
The approval of the payment date of the dividend as being the latest date allowed by legal provisions, related to the REGISTRATION DATE, set by the general assembly of shareholders, respectively the date of 17.09.2015. The distribution of the dividends to the 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 shareholders will be informed on the dividend distribution modality by communications that are to be released in due time to the Bucharest Stock Exchange and that will be published in the media and on S.I.F. OLTENIA S.A. official website, www.sifolt.ro.
The approval to discharge the administrators for their activity carried out in the financial exercise of the year 2014.
The approval of the Incomes and Expenses Budget for the year 2015 according to version 1 proposed (as following the approval of the accounting recording of the dividends prescribed in "incomes", according to the S.I.F. OLTENIA S.A.'s OGAS Decision no. 6/29.04.2014) and of the Strategy for the year 2015 in the form presented.
The main economical-financial indicators provided in the Incomes and Expenses Budget for the year 2015:
| 1) Total incomes | 217, 163, 818 lei |
|---|---|
| 2) Total expenses, out of which: | 83,206,435 lei |
| - Expenses from current activity | 83,206,435 lei |
| 3) Gross profit | 133,957,383 lei |
| 4) Current profit tax | 20,801,432 lei |
| 5) Net profit to be distributed | 113,155,951 lei |
$\mathcal{L}$
The election of Mr. Paul - George Prodan for the position of member of the Administration Board of SIF Oltenia SA for a mandate period equal to the one of the current Administration Board of SIF Oltenia SA, elected in OGAS on 20.04.2013, who is about to perform the duties corresponding to the position of administrator only after his approval by the FSA, registration with the Office of the Trade Register, the conclusion of the insurance policy for professional liability and the deposit of the money guaranty according to the provisions of the Articles of Incorporation.
The approval of the appointment of JPA AUDIT & CONSULTANTA SRL Bucuresti as the SIF Oltenia SA Financial Auditor for a period of 2 years and the empowerment of the Administration Board to conclude the audit contract and to set the conditions for the performing of the financial audit activity, in compliance with all legal provisions applicable to this activity.
The approval of performing the accounting records to which the Decision no. 6/29.04.2014 of SIF Oltenia SA OGAS refers to, respectively , effecting the accounting records according to the prescribing of the right to require payment of the dividends unclaimed for more than three years after their exigibility date" in the financial exercise of year 2015, in incomes.
The rejection of performing the accounting records to which the Decision no. 6/29.04.2014 of SIF Oltenia SA OGAS refers to, respectively, effecting the accounting records according to the prescribing of the right to require payment of the dividends unclaimed for more than three years after their exigibility date" in the financial exercise of year 2015, in other reserves.
The approval of the date 28.08.2015 as registration date (ex-date 27.08.2015) for the shareholders who are affected by the decisions adopted by the Ordinary General Assembly of Shareholders.
There are no more events to report.
Associate Prof. PhD. E. Tudor CIUREZU Chairman / General Manager
Ec. Viorica Balan Internal Control
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