AGM Information • Sep 13, 2021
AGM Information
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Translation from Romanian into English
No. 8993 / 13.09.2021
Fax no.: 021-307.95.19
Financial Instruments and Investments Sector Fax no.: 021-659.60.51
according to FSA Regulation no. 5/2018 and Law no. 24/2017 regarding the issuers and securities transactions
Report date: 13.09.2021
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: PJR09FIAIR/160001/08.06.2021 ISIN: ROSIFEACNOR4 LEI Code: 254900VTOOM8GL8TVH59 Depozitory-Custodian: Raiffeisen Bank S.A. Depozitory: Depozitarul Central Bucuresti Share capital subscribed and paid: 50,000,000 lei Regulated market on wich the issued securities are traded on: Bucharest Stock Exchange – Shares, Premium Tier (market symbol SIF5)
of
headquartered in Dolj, Craiova, 1 Tufanele street,
Trade Reg. No. J16/1210/1993
Company registration code: RO 4175676
RON code 254900VTOOM8GL8TVH59
Registered capital: 50,000,000 lei
The meeting will convene at the Golden House Hotel of Craiova, 18 Brestei street. The Shareholders registered by the the end of of 08.10.2021, which is classified as the reference date, are entitled to participate and vote.

The hour established for the beginning of the works of the ORDINARY GENERAL MEETING is 10:00.
The notice is made in compliance with the provisions of Law no. 31/1990R, as subsequently amended and supplemented, of Law no. 24/2017, of the FSA enforcing regulations and of the articles of association of S.I.F. Oltenia S.A.
The company's registered capital includes 500,000,000 shares, with a nominal value of 0.10 RON each, dematerialized and indivisible, of which 500,000,000 with voting rights; each of these entitles to a vote in the general shareholder meeting.
1. Electing the meeting's secretarial team, including 2 members, i.e. Ms Cimpoeru Ana - Internal Auditor and Mr Nedelcu Ion Eugen, whose identification data are available at the company's headquarters. Mr Nedelcu Ion Eugen will be elected the meeting secretary, who will draw up the meeting's minutes. The proposed persons are shareholders of S.I.F. Oltenia S.A.
2. The appointment of notary public Virgil Claudiu Faurar, from the Notary Public Office - SPN Doina Faurar of Craiova, Dolj, for the supervision of the operations incurred by the meeting secretaries, according to art. 129 par. (3) of Law no. 31/1990 R, at the company's expense.
3. Electing the commission to count the votes expressed by the shareholders regarding the issues on the agenda of the Ordinary General Shareholder Meeting, including three members: Ms Negoita Costin Teodora, Ms. Balan Viorica and Ms Talea Mihaela, whose identification data are available at the company's headquarters. The proposed persons are shareholders of S.I.F. Oltenia S.A.
4. The appointment of Deloitte Audit SRL as the external financial auditor of S.I.F. Oltenia S.A. for a period of 3 years to audit individual and consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) for the financial years 2022, 2023, 2024 and mandating the Board of Directors to enter the contract for financial audit services and to establish the conditions for carrying out the audit work, in compliance with all the legal provisions applicable to that activity.
5. The revocation of Decision no. 24 of the Ordinary General Shareholder Meeting of the company dated 12.10.2020, as communicated on 13.10.2020 on the company's webpage on the Bucharest Stock Exchange by the current report no. 6152 / 13.10.2020.
6. Approval of the accounting records stating that dividends which were not collected for more than three years from the date when they were due, whose actionable rights are terminated by prescription, i.e. the dividends for the 2016 and 2017 financial exercises, recorded as unpaid as of 26.10.2021, shall be covered in 2021, in one of the two following options:
Option I: Approval of the accounting records stating that dividends which were not collected for more than three years from the date when they were due, whose actionable rights are terminated by prescription, i.e. the dividends for the 2016 and 2017 financial exercises, recorded as unpaid as of 26.10.2021, will be classified as "revenues" in the 2021 financial exercise.
Option II: Approval of the accounting records stating that dividends which were not collected for more than three years from the date when they were due, whose actionable rights are terminated by prescription, i.e. the dividends for the 2016 and 2017 financial exercises, recorded as unpaid as of 26.10.2021, will be classified as "reserves" in the 2021 financial exercise.

7. Approval of the date 09.11.2021 as the registration date (ex date 08.11.2021) according to the legal provisions in force, for the determination of shareholders affected by the adopted decisions.
For the enforcement of the provisions of Law no. 24/2017 and FSA Regulation no. 5/2018, shareholders representing 5% of the registered capital by themselves or jointly are entitled:
to introduce issues on the agenda of the general meeting, provided that that each issue is accompanied by a supporting document or a draft decision proposed to be adopted by the general meeting;
to present decision drafts for the issues included or proposed to be included on the agenda of the general meeting.
Such rights can be exercised until 04.10.2021, 10:00 a.m..
Each shareholder is entitled to ask questions regarding the issues on the agenda of the general meeting, no later than 04.10.2021, 10:00 a.m., date of the registration number. The company can also answer by posting the answer on its website, under Investor information - Frequently asked question.
The requests will be submitted in writing, in original, at the company's headquarters: S.I.F. Oltenia S.A. Craiova, 1 Tufanele street, Dolj county, under the signature of the shareholder or its legal representative. Moreover, the shareholders or legal representatives can send the requests with an extended electronic signature, according to Law no. 455/2001 on electronic signature, by e-mail to "[email protected]". Irrespectively of the chosen transmission method, shareholders must mention clearly, in capital letters: FOR THE SIF OLTENIA SA OGSM OF 20/21.10.2021.
For identification, the shareholders proposing additions to the agenda shall enclose documents certifying their identity (identity document for natural persons and, for legal entities, the legal representative's identity document along with the proof of his/her status as a legal representative, i.e. a certificate issued by the Trade Register, in original or in certified copy, or any other document, in original or in certified copy, issued by a competent authority from the state where the shareholder is legally registered, certifying his/her status as a legal representative) and a bank statement certifying the status of shareholder and the number of shares held as of the date of the request, issued by the Central Depository. The documents certifying the status of legal representative of the shareholder who is a legal entity will be issued no more than 3 months prior to the publication of the attendance notice for the general meeting of shareholders. The documents certifying the status of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation made by a certified translator, into Romanian or English.
The same documents will be submitted by the shareholders submitting questions to the Board of Directors
Documents enclosed to requests sent by mail or courier service will be certified as certified copies by the signatories of the requests and, for those sent in electronic format, the holders of the extended electronic signature (shareholder or legal representative) will send an affidavit that the submitted documents are certified copies.
A person can attend the General Meeting on its own behalf or by means of a representative. Representatives can also be other persons than shareholders, based on a special or general power of attorney, according to Law no. 24/2017 on issuers of financial instruments and market operations and the FSA Regulation no. 5/2018 for its enforcement.
The special power of attorney can be granted to anyone for representation in a single general meeting and includes specific voting directions from the shareholders, clearly stating the voting option for each issue on the agenda of the General Meeting.

In this case, the provisions of art. 125 (5) of Law no. 31/1990 R, as subsequently amended and supplemented, are not applicable.
The general power of attorney can be granted by the shareholder, as the customer, to an intermediary (defined according to art. 2 par. (1) point 20 of Law 24/2017) or to an attorney, as provided by Law no. 24/2017, for no more than 3 years. A copy of the general power of attorney shall be submitted to S.I.F. Oltenia S.A., prior to its first use. The accuracy of the copy will be certified by the representative's signature.
When entering the meeting room and prior to receiving the voting ballot, the representative appointed by the shareholder through a general power of attorney shall issue an affidavit, that will be updated for every general meeting undertaken by S.I.F. Oltenia S.A. for the period of validity of the general power of attorney, showing that s/he does not have a conflict of interest, according to the legal provisions. Moreover, the assignee, whether an intermediary or a lawyer, shall prove that they are a customer of the shareholder who issued the general power of attorney, based on a contract (copy of an excerpt, certified by the representative), valid on the date when the general power of attorney was issued, including the parties and being valid at least for the period for which the shareholder issued the general power of attorney.
The assignee cannot be substituted by other person, unless such right was explicitly granted by the shareholder in the power of attorney. If the assignee is a legal entity, they can exercise the received mandate by means of any person included in their managing body or from among their employees. If the participating natural person is the legal representative, s/he will prove his/her status through the same documents requested when filing applications regarding additions to the agenda or asking questions. If the mandate is exercised by means of another person who is a member of the board of directors or who is an employee of the legal entity, such documents shall also include a power of attorney, IN ORIGINAL, signed by the legal representative for the appointment of the person taking part in the general meeting, also mentioning the status/position in the legal entity appointed by the shareholder as his/her representative.
The shareholders can revoke or amend the vote or the issued mandates, no later than 18.10.2021, 10.00 a.m. (hour of registration with the company's registry); the last vote or special or general power of attorney registered with S.I.F. Oltenia S.A. will be considered. Moreover, if the shareholder personally attends the meeting, the previously sent votes or mandates will become void.
If the person representing the shareholder through personal attendance in the general meeting is someone else than the one expressing the vote by mail, then, for the vote to be valid, s/he shall show at the meeting a written revocation of the vote by mail, signed by the shareholder or by the representative who expressed the vote by mail. This is not required if the shareholder or his/her legal representative attends the general meeting.
If a shareholder is represented by means of a credit institution providing custody services, the provisions of Law no. 24/2017 will apply. The custodian must comply with the requirements stipulated in the Voting Procedure approved by the Board of Directors.
Depending on the voting option chosen by shareholders, the voting procedure shall be notified to the latter together with the special power of attorney form and the mail voting ballot, on the official website of S.I.F. Oltenia S.A., as of 13.09.2021, in Romanian and English language.
Special powers of attorney, IN ORIGINAL, and general powers of attorney, as described above, shall be submitted (at the registry or by mail) to S.I.F. Oltenia S.A. as of 08.10.2021, 10.00 a.m., no later than 18.10.2021, 10.00 a.m., the date of the registry no. or under the form of an electronic document with an extended electronic signature, sent by the same deadlines, to: [email protected].

Moreover, the mail voting ballot will be submitted in original or sent electronically to S.I.F. Oltenia S.A., by the same deadline, i.e. 08.10.2021, 10.00 a.m.
If the above mentioned deadline is exceeded, the votes shall not be considered. The shareholders must comply with the procedure established by the Board of Directors to express the vote, depending on the chosen method, under sanction of cancellation of the vote.
A special commission will be appointed in order to receive and centralize the mail votes expressed by shareholders. The members of the commission must keep the documents safe and shall ensure the confidentiality of the vote, based on a Confidentiality Commitment, until the votes are centralized; they shall only allow for the disclosure of the latter to the members of the commission who are in charge with counting the expressed votes and only when the other votes expressed by the attending shareholders or by the shareholders' representatives who attend the meeting are known.
The materials related to the agenda, draft decisions, as well as the materials required for the legal performance of meetings, can be consulted or obtained by the shareholders at a cost, from the company's headquarters in Craiova, located on 1 Tufanele street or from the official website, as follows:
Materials related to the agenda, draft decisions, the voting procedure, mail voting ballots and special attorney forms - starting 13.09.2021.
mail voting ballots and special attorney forms filled in with the names and surnames of applicants to the position of administrator and updated – in case the shareholders ask to add issues to the agenda or in case of requests from the FSA – starting 07.10.2021.
Access to the meeting room is allowed to:
shareholders, only based on the identity document for natural persons and, for legal entities, based on the identity document of the legal representative, as identified in the shareholders' list on the reference date received from the Central Depository. If the data regarding the status of legal representative have not been updated with the Central Depository by a shareholder who is a legal entity, according to the reference date, the status of legal representative shall be proven with a Certificate issued by the Trade Register, submitted in original or certified copy, or any other document, in original or in certified copy, issued by a competent authority from the state where the shareholder is legally registered, certifying his/her status as a legal representative. The document certifying the status of legal representative of the shareholder who is a legal entity is valid if it was issued no more than 3 months prior to the publication of the attendance notice for the General Meeting.
representatives, for whom the shareholders issued special or general powers of attorney, to be submitted according to this notice and to the Procedure approved by the Board of Directors of S.I.F. Oltenia S.A., based on the identity document.
credit institutions who provide custody services (by means of a legal representative or an assignee thereof) - based on the identity document, according to this notice and to the Procedure approved by the Board of Directors of S.I.F. Oltenia S.A.
If the quorum of at least one quarter of the total number of voting rights, required for the legal performance of the works of OGSM, is not fulfilled on 20.10.2021, the works shall take place on second notice, on 21.10.2021, at the place and hour indicated for the first notice, with the same agenda, irrespectively of the fulfilled quorum. The decisions will be made in the OGSM, with the majority of expressed votes.
Note: The Board of Directors of Societatea de Investitii Financiare Oltenia S.A. shall take the required legal actions to amend the organization and development of the OGSM according to the provisions issued by public

authorities regarding the measures to prevent the spread of the SARS-Cov-2 virus.
The Company informs the shareholders that all the recommendations and regulations in force on the date of the general ordinary meeting of shareholders shall be strictly enforced regarding the number of participants to events in closed areas, depending on the explicit decisions adopted by the relevant authorities. We hereby specifically and explicitly inform the Company's shareholders that taking part in public events/meetings in closed areas, according to the requirements imposed by the authorities at that time, exposes the participants to possible contamination with the SARS-Cov-2 coronavirus and may represent a risk for which the Company and/or its management cannot be held liable.
When considering the measures enforced by the Company to ensure the proper development of general meetings of shareholders, also considering the applicable legal provisions regarding the current epidemiological situation in Romania, if the Ordinary General Shareholder Meeting cannot take place with the shareholders' physical attendance, pursuant to the explicit decisions made by the authorities, the Company has taken all the actions to ensure the performance of the Ordinary General Shareholder Meeting by mail vote, as well as by means of electronic data transmission, according to the legal provisions and the published voting procedure.
Thus, considering the provisions of Law no. 31/1990 on companies, of Law no 24/2017 on the issuers of financial instruments and market operations, we explicitly ask that the shareholders called to the Ordinary General Shareholder Meeting of 20/21.10.2021 should analyse the supporting materials for the issues on the agenda of the General Ordinary Meeting of Shareholders available on the website www.sifolt.ro.
In the current context, the management of S.I.F. Oltenia S.A. recommends to its shareholders, as far as possible:
Additional information can be obtained at the headquarters of SOCIETATEA DE INVESTITII FINANCIARE OLTENIA S.A. of Craiova, 1 Tufanele street, phone 0251-419.335, 0251-419.338 and from the official website of S.I.F. Oltenia S.A. www.sifolt.ro – Section Investor Information - General Meedings.
There are no other events to report.
Sorin-Iulian Cioacă President - General Manager
Compliance officer Viorica Bălan
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