SIF Oltenia : Convocare AGEA pentru data de 31.03.2022

Translation from Romanian into English

No. 1592 / 23.02.2022

To: BUCHAREST STOCK EXCHANGE

Fax no.: 021-307.95.19

FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investments Sector Fax no.: 021-659.60.51

CURRENT REPORT

according to FSA Regulation no. 5/2018 and Law no. 24/2017

regarding the issuers and securities transactions

Report date: 23.02.2022

Name of the issuer: Societatea de Investiţii Financiare OLTENIA S.A.

Headquarters: Dolj County, Craiova, 1 Tufănele Street, postal code 200767

Phone/Fax: [phone]-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)

Important event to report: Calls for the Extraordinary GeneralShareholders Meeting on 31.03.2022

THE BOARD OF DIRECTORS

of

SOCIETATEA DE INVESTITII FINANCIARE OLTENIA S.A.

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 23.02.2022

CALLS

THE EXTRAORDINARY GENERAL SHAREHOLDER MEETING

on 31.03.2022

The meeting will convene at the Golden House Hotel of Craiova, 18 Brestei street. The shareholders registered by the the end of of 17.03.2022, which is classified as the reference date, are entitled to participate and vote.

The hour established for the beginning of the works of the EXTRAORDINARY GENERAL MEETING is 10:00.

The notice is made in compliance with the provisions of Law no. 31/1990 R, as subsequently amended and supplemented, of Law no. 24/2017, of the FSA enforcing regulations and of the articles of incorporation 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.

THE AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDER MEETING

1. Electing the meeting's secretarial team, including 2 members, i.e. Ms Cimpoeru Ana - Internal Auditor and Ms Teodora Negoita Costin, whose identification data are available at the company's headquarters. Ms Teodora Negoita
   Costin 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).
3. Electing the commission to count the votes expressed by the shareholders regarding the issues on the agenda of the Extraordinary General Shareholder Meeting, including three members: 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. It was approved to carry out a program of redemption by the Company of its own shares, in accordance with the applicable legal provisions, under the following conditions:

1. size of the program - redemption of a maximum of 25,000,000 own shares with a nominal value of 0.10 lei / share representing 5% of the current share capital;
2. the acquisition price of the shares - the minimum purchase price will be
   0.1 lei / share and the maximum price will be 4 lei / share;
3. the duration of the program - a period of maximum 5 months from the date of publication of the EGMS decision in the Official Gazette of Romania, Part IV;
4. the payment of the repurchased shares will be made from the distributable profit or the available reserves of the company registered in the last
   approved annual financial statement, except for the legal reserves, based on the financial statements 2020, according to the provisions of art. 1031 letter d) of Law No. 31/1990, on companies, as republished and modified;
5. the purpose of the program - the reduction of the share capital by cancelling the repurchased shares.
   5. Approval of the mandate of the senior management of S.I.F. Oltenia

S.A. for the fulfllment, with due regard for the legal requirements, of the redemption program of its own shares, including but not limited to the determination of the acquisition of its own shares.

6. Approval of 19.04.2022 as registration date (ex date: 18.04.2022) 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 (R) 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 14.03.2022, 10:00.

Each shareholder is entitled to ask questions regarding the issues on the agenda of the general meeting, no later than 14.03.2022, 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 (R) on electronic signature, by e-mail to "[e-mail]". Irrespectively of the chosen transmission method, shareholders must mention clearly, in capital letters: FOR THE E.G.S.M. S.I.F. OLTENIA S.A.

OF 31.03.2022/01.04.2022.

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. 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 (R) 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 managing board 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 29.03.2022, 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 Managing Board.

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 28.02.2022, 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 17.03.2022, 10.00 a.m., no later than 29.03.2022, 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: [e-mail].

Moreover, the mail voting ballot will be submitted in original or sent electronically to S.I.F. Oltenia S.A., within the same deadline, i.e. the period: 17.03.2022 (time: 10:00 a.m.) - 29.03.2022 (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 Managing Board 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 28.02.2022.
• 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 F.S.A. starting 17.03.2022.

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