AGM Information • Mar 17, 2022
AGM Information
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Translation from Romanian into English
No. 2491 / 17.03.2022
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: 17.03.2022
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)
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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 having met on 17.03.2022
The meeting will convene at the Golden House Hotel of Craiova, 18 Brestei street. The shareholders registered by the the end of 18.04.2022, 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 shareholders meeting.
1. Electing the meeting's secretarial team, including 2 members, i.e. Ms Cimpoeru Ana – internal auditor and Ms Teodora Negoita Costin, with the identification data available at the company's premises, and Ms Teodora Negoita Costin will be elected the secretary of the meeting who will draw up the minutes of the meeting. 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 Shareholders Meeting, including three members: Ms Vladutoaia Valentina, 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. Presentation and approval of the individual and consolidated financial statements of S.I.F. Oltenia S.A. as of 31.12.2021, drawn up according to Rule no. 39/2015 on the approval of Accounting Regulations complying with the International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority for Financial Instruments and Investments, based on the reports of the Board of Directors and of the Financial Auditor.
5. - The approval of the allocation of the net profit for the financial exercise of 2021, of 37,550,738 RON, according to the proposals provided by the Board of Directors, in one of the following options:
Option I: allocating the entire net profit of the financial year 2021, of 37,550,738 RON, to Other reserves, for own sources, in order to support future investments;
OR
Option II: allocating the net profit of the 2021 financial exercise, of 37,550,738 lei RON, to the following destinations:
a) Dividends: 15,000,000 RON (39.95% of the net profit), which ensures a gross dividend per share of 0.03 RON.
The proposed dividend ensures a shareholder compensation rate of 1.60% , calculated at the average share trading price in 2021 (1.8749 RON/share) and 1.78% calculated at the closing price for 2021 (1.6860 RON/share).
The date of 02.08.2022 is approved as the DATE FOR DIVIDEND PAYMENT according to the provisions of art. 178 par. (2) of FSA Regulation no.

5/2018. Dividends will be allocated to shareholders according to legal provisions; payment-related costs will be borne by the shareholders from the value of net dividends.
b) Other reserves (the company's own funding sources): 22,550,738 RON (60.05% of the net profit) with a view to establishing the required funds for investments.
6. Approval of the administrators' accounts for the activity they performed during the 2021 financial exercise, according to the duration of the held mandate:
7. Presentation and approval of the Revenues and Expenses Budget for 2022 and of the Strategy for 2022.
8. Presentation and approval of the Annual Report on the remuneration of the management of S.I.F. Oltenia S.A. for the financial year 2021.
9. The election of a member of the Board of Directors of the financial investment company S.I.F. Oltenia S.A. for a term of office equal to the remaining term of office of the directors in office.
10. Approval of the starting date of the term of office of a member of the Board of Directors as the date of obtaining authorization/approval from the Financial Supervisory Authority.
11. Approval of the date 14.07.2022 as the registration date (ex date 13.07.2022),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 04.04.2022, 1000a .m.
Each shareholder is entitled to ask questions regarding the issues on the agenda of the general meeting, no later than 04.04.2022, 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 questions).
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: PENTRU AGOA SIF OLTENIA SA DIN DATA DE 28/29.04.2022. (FOR THE SIF OLTENIA SA OGSM OF 28/29.04.2022).
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 or by the participants defined in accordance with the legal provisions, which provide custody services (according to the provisions of art. 194 of the FSA Regulation no. 5/2018). 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.
Since the agenda includes the election of a member of the Board of Directors of S.I.F. Oltenia SA, for a term of office equal to the remaining term of the administrators holding office, the applications for the position of administrator will be submitted from 21.03.2022, 10.00 a.m. to 31.03.2022, 4.00 p.m. The information regarding the documents to be contained therein, approved by the Board of Directors, will be notified to those interested, being posted on the official website of SIF Oltenia SA – www.sifolt.ro – starting 17.03.2022. The list of applications will be drawn up after the procedure of submission, analysis, review and selection is covered, according to the provisions of FSA Regulation no. 1/2019 on the review and approval of the management members and persons holding key positions within the entities regulated by the Financial Supervisory Authority and the applicable regulations of S.I.F. Oltenia SA. The applicants for the position of administrator will be reviewed during 01.04.2022 – 16.04.2022 by the Appointment and Compensation Committee and will be analysed by the Board of Directors, who shall endorse the list of applications. The final list of applicants will be published on the company's website on 17.04.2022. The current members of the Board of Directors or shareholders are entitled to appoint persons for the position of administrator, according to art. 117 par. (6) and art.1371 of Law no. 31/1990 R.
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 19 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 26.04.2022, 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 17.03.2022, 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 18.04.2022, 10.00 a.m., no later than 26.04.2022, 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. 18.04.2022, 10.00 a.m. – 26.04.2022, 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:
- The consolidated financial statements as of 31.12.2021 audited in accordance with IFRS, the report of the Board of Directors on the consolidated financial statements as of 31.12.2021, statement in accordance with Law no. 24/2017 on the consolidated financial statements as of 31.12.2021, the report of the financial auditor on the consolidated financial statements as of 31.12.2021, The revenue and expenditure strategy and budget for the year 2022 and the related information material, the 2021 remuneration report and the related information material, the information material for the item regarding the start of the mandate - from 24.03.2022;
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 28.04.2022 1, the works shall take place on second notice, on 29.04.2022, 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.
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 Meetings].
There are no other events to report.
Sorin-Iulian Cioacă President - General Manager
Compliance officer Viorica Bălan
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