SIF Banat Crisana : Convening Notice for the OGSM and the EGSM of April 28 (29), 2022

ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL [phone] • FAX [phone] • EMAIL [e-mail] • INTERNET WWW.SIF1.RO

CURRENT REPORT according to Regulation no. 5/2018 and Law no. 24/2017 on issuers of financial instruments and market operations

Report date: March 21, 2022

Issuer Societatea de Investiții Financiare Banat-Crișana SA (SIF Banat-Crișana) | Registered office 35A Calea Victoriei, Arad

310158, Romania | Phone [phone] | Fax [phone] | Webpagewww.sif1.ro | Email [e-mail]| Tax Identification Code RO2761040 | Trade Register Number J02 / 1898 / 02.09.1992 | Number In ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 Number In ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 | Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 | Subscribed and paid-up share capital RON 51,542,236.30 | Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BVB) Premium category (symbol: SIF1)

Important event to be reported:

Convening Notice for the Ordinary and the Extraordinary General Meeting of SIF Banat-Crișana Shareholders of April 28 (29), 2022

The following is an English translation of the Convening Notice for the Ordinary and the Extraordinary General Meeting of SIF Banat-Crișana Shareholders. The company provides this translation for shareholders' reference and convenience. If the English version of this Convening Notice differs from the Romanian version, the latter prevails.

CONVENING NOTICE

The Board of Directors of Societatea de Investiții Financiare Banat-Crișana S.A. (hereinafter "SIF Banat- Crișana" or "the Company"), registered with the Trade Register Office attached to the Tribunal of Arad under number Arad J02/1898/1992, in the ASF AFIAA Register under number PJR07.1AFIAA / 020007 / 09.03.2018 and in the ASF FIAIR Register under number PJR09FIAIR/020004/ 01.07.2021, having the Unique Registration Code 2761040 and the subscribed and paid-up share capital of RON 51,542,236.30, gathered in the meeting held on March 21, 2022, convenes, pursuant to art. 117 of Law no. 31/1990, The Ordinary General Meeting of Shareholders (OGM) for April 28, 2022, at 10:00 hours, and The Extraordinary General Meeting of Shareholders (EGM) for April 28, 2022, at 12:00 hours, at the company's headquarters in Arad, 35A Calea Victoriei.

Should the conditions for validity are not met on the first call, The Ordinary General Meeting of Shareholders (OGM) is convened for April 29, 2022, at 10:00, and The Extraordinary General Meeting of Shareholders (EGM) for April 29, 2022, at 12:00 hours, with the same agenda and at the same venue.

Company's share capital consists of 515,422,363 registered shares, with a nominal value of RON 0.10, dematerialized and indivisible, each share giving the right to one vote in the general meeting of shareholders, except for the shares for which the voting right is suspended as per the applicable legal provisions.

Only the persons registered as shareholders of the Company in the register of shareholders kept by Depozitarul Central S.A. at the end of office on April 14, 2022 (considered as the reference date) have the right to participate and vote at the general meeting of shareholders.

The ordinary general meeting of shareholders will have the following topics on the agenda:

1. Election of the secretaries of the works of the ordinary general meeting of Company's shareholders, namely the shareholders Laurentiu Riviș, Adrian Marcel Lascu and Daniela Vasi, with the identification data available at the company's headquarters, which will verify the fulfilment of all the formalities required by the law and the constitutive act for holding the meeting and will prepare the minutes of the meeting.

2. Election of the commission for counting the votes cast by the shareholders on the topics of the agenda of the ordinary general meeting of shareholders, consisting of Laurentiu Riviș, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company's headquarters.

3. Approval of the standalone financial statements for 2021 financial year, based on the discussions and the reports presented by the Board of Directors, the Chairman of the Board, and the financial auditor, including SIF Banat-Crișana's remuneration report for 2021, as per the provisions of art. 107, par (6) of Law no. 24/2017, republished, annex to the annual report of the Board of Directors.

4. Approval of the distribution of the net profit for 2021 financial year, as per the proposals of the Board of Directors, in one of the two options:

OPTION I:

Distribution of the net profit of the financial year 2021, in the amount of RON 387,001,105 on the following destinations:

- Dividends RON 30,450,603 representing a gross dividend of RON 0.0600 /share

Approval of the date of July 28, 2022, as the dividend payment date. The distribution of dividends to shareholders will be made in accordance with the legal provisions and the payment costs will be borne by the shareholders from the net dividend amount.

- Other reserves RON 356,550,502.

In case of the approval of this distribution of profit, it becomes obsolete, and it is removed from the agenda of the EGM convened for April 28 (29), 2022, the proposal for the approval a buyback program for 15,300,000 shares at most, for the reduction of company's share capital (Program 5), included on topic 4 of the agenda of the said meeting.

or

OPTION II: Allocation of the amount of RON 387,001,105 to Other Reserves as own funding sources, to support a buyback program for 15,300,000 shares at most, to reduce the Company's share capital - Program 5, included on topic 4 of the agenda of the EGM convened for April 28 (29), 2022.

In case of the approval of this distribution of profit, it will be submitted for the approval of the EGM convened for April 28 (29), 2022 the resolution of topic 4 on the agenda of this general meeting regarding the execution of the buyback program for the reduction of company's share capital (Program 5).

5. Approval of the consolidated financial statements for the year ended on December 31, 2021, based on the discussions and the reports presented by the Board of Directors and the financial auditor.

• 6. Approval of the discharge of liability of the members of the Board of Directors for the 2021 financial year.

• 7. Approval of the Income and Expenses Budget and Activity Program for the year 2022.

• 8. Approval of the remuneration due to the members of the Board of Directors for the financial year 2022.

• 9. Approval of the general limits of all additional remunerations for the Board of Directors the general limits of directors' remuneration.

10. Approval of July 12, 2022, as registration date (July 11, 2022, as the ex date) in accordance with the provisions of Art. 87 par. 1 of Law no. 24/2017 and ASF Regulation no. 5/2018.

The extraordinary general meeting of shareholders will have the following topics on the agenda:

1. Election of the secretaries of the works of the extraordinary general meeting of Company's shareholders, namely the shareholders Laurentiu Riviș, Adrian Marcel Lascu and Daniela Vasi, with the identification data available at the company's headquarters, which will verify the fulfilment of all the formalities required by the law and the constitutive act for holding the meeting and will prepare the minutes of the meeting.

2. Election of the commission for counting the votes cast by the shareholders on the topics of the agenda of the extraordinary general meeting of shareholders, consisting of Laurentiu Riviș, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company's headquarters.

3. Approval of the reduction of the share capital of SIF Banat-Crișana SA, pursuant to art. 207 par. (1) letter c) of Law no. 31/1990, from RON 51,542,236.3 to RON 50,751,005.6, following the cancellation of 7,912,307 treasury shares acquired by the company in the buy-back programs. Following the reduction, the share capital of SIF Banat-Crișana SA will have a value of RON 50,751,005.6, divided into 507,510,056 shares with a value of RON 0.10/share. Article 3 par. (1) of the Articles of Association is amended as a result of the reduction of the share capital and shall read as follows:

"The share capital of the company amounts to RON 50,751,005.6 and is divided into 507,510,056 shares of RON 0.10 each, allotted to shareholders as results from the records entered in the shareholders' register."

4. Approval of Company carrying out a buyback program ("Program 5"). Program 5 is to be executed only if the ordinary general meeting of shareholders convened for April 28 (29), 2022 approves the Option II for the appropriation of net profit for the financial year 2021, viz. the allocation of the amount of RON 387,001,105

to "Other reserves", as own financing sources, for the execution of a new buyback program, to reduce the Company's share capital.

Program 5 will be executed in compliance with applicable legal provisions and having the following main features:

• (i) The purpose of Program 4: The Company will repurchase shares under the Program to reduce its share capital.

• (ii) The maximum number of shares that may be repurchased: 15,300,000 shares at most;

• (iii) The minimum price per share: RON 0.1;

• (iv) The maximum price per share: RON 6.3981;

• (v) Duration of Program 5: a maximum of 18 months after publication of the decision in the Official

  Gazette of Romania, Part IV;

• (vi) The shares acquired under the Program 5 will be paid from sources permitted by law.

Besides its main characteristics, Program 5 will also include other requirements provided by law and which are not listed above. The acquisition of shares under Program 5 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 5, the Board of Directors will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

5. Approval of Company's carrying out a buyback program ("Program 6") to be executed in compliance with applicable legal provisions and having the following main features:

(i) The purpose of Program 6: The Company will repurchase shares under the Program 6 for the distribution free of charge to members of the Company's management (administrators, executive directors) in order to build their loyalty and to reward their activity in the Company, according to performance criteria to be determined by the Board of Directors.

• (ii) The maximum number of shares that may be repurchased: 990,000 shares at most;

• (iii) The minimum price per share: RON 0.1;

• (iv) The maximum price per share: RON 6.3981;

• (v) Duration of Program 6: a maximum of 18 months after publication of the decision in the Official Gazette of Romania, Part IV;

(vi) The shares acquired under the Program 6 will be paid from sources permitted by law.

Besides its main characteristics, Program 6 will also include other requirements provided by law and which are not listed above. The acquisition of shares under Program 6 will be done through all market operations allowed by law, which may include public tender offers initiated by the Company, in accordance with the law. To implement the Program 6, the Board will be empowered to take all necessary measures and fulfil all formalities required, in compliance with the above-mentioned requirements.

6. Approval of using the shares purchased under Buyback Program 6 for their distribution free of charge to members of the company's management (administrators, executive directors) in a "Stock Option Plan", in compliance with applicable law. The Board of Directors of the company is empowered to take all necessary measures and to fulfill all the formalities required for the approval and implementation of the share-based payment of "Stock Option Plan" type.

7. Approval of May 17, 2022, as registration date (May 16, 2022, as the ex date) in accordance with the provisions of Art. 87 par. 1 of Law no. 24/2017 and ASF Regulation no. 5/2018.

Pursuant to the provisions of Article 117^1, paragraph (1) of Law no. 31/1990, of Art. 105 par. (3) of Law no. 24/2017 and of Art. 189 of ASF Regulation no. 5/2018, one or several shareholders representing, individually or jointly, at least 5% of the Company's share capital, may request the Company's Board of Directors the introduction of additional topics on the agenda of the OGM/EGM and/or the presentation of draft resolutions for the topics included or proposed to be included on the agenda of the OGM/EGM, provided that:

(i). In case of shareholders natural persons, the requests must be accompanied by copies of the shareholders' identity documents and the statement attesting the shareholder's capacity and the numbers of shares held, issued by Depozitarul Central SA or, where appropriate, by the intermediaries defined under art. 2, par. (1) pt. 19 of Law no. 24/2017, providing custodian services;

(ii). In the case of legal persons shareholders, their requests must be accompanied by:

• • the original or a true copy of the findings certificate issued by the Trade Register (in Romanian "certificat constatator") or any other document, in original or true copy, issued by a competent authority of the state

  SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040

where the shareholder is duly incorporated, all being no older than 3 months as from the date of the publication of the general meeting's convening notice, allowing the identification thereof in the Company's registry of shareholders kept by Depozitarul Central SA;

• • the capacity of legal representative shall be proven with the document attesting the record of the information concerning the legal representative at Depozitarul Central, issued by Depozitarul Central or, such is the case, by the intermediaries defined as per Art. 2, par. (1) pt. 19 of Law no. 24/2017, providing custodian services.

  If the shareholders' registry does not contain data on the matter of the capacity as legal representative, then this capacity is proven by means of a findings certificate issued by the Trade Register, presented in original or a true copy thereof, or any other document in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, the document being no older than 3 months as from the date of the publication of the general meeting's convening notice, attesting the capacity of legal representative;

• • the documents attesting the legal representative capacity drafted in a foreign language other than English shall be accompanied by their translation into Romanian or English, performed by a certified translator.

• • the statement attesting the shareholder's capacity and the number of shares held, issued by Depozitarul Central SA or, where appropriate, by the intermediaries defined under art. 2, par. (1) pt. 19 of Law no. 24/2017, providing custodian services.

• (iii). Are accompanied by a justification and/or a draft resolution proposed for adoption.

• (iv). Are sent and registered at the Company's headquarters in Arad, 35A Calea Victoriei, by electronic means, with an attached extended electronic signature, or by any type of courier service, with proof of delivery, by no later than April 8, 2022, 16:00 hours, in original, signed and, if the case, stamped by the shareholders or shareholders' legal representative.

Shareholders have the right to submit questions to the Company concerning the topics on the Agenda of OGM/EGM in writing form sent and registered at the Company's headquarters in Arad, 35A Calea Victoriei, by electronic means, with an attached extended electronic signature, or by any type of courier service, with proof of delivery, no later than April 15, 2022, 16:00 hours, in original, signed and, if the case, stamped by the shareholders or their legal representatives. The requirements set out above for proving the shareholder quality, respectively of the quality of legal representative of the shareholders requesting the inclusion of additional topics on the agenda of the OGM/EGM, are also properly applied to the shareholders who ask questions about the topics on the agenda of the general meetings. The company may respond by formulating a general response for the questions having the same content, during the general meeting and by posting the response on its website in the "Frequently Asked Questions" section if the requested information is of public information nature, it is not found in the informative materials for the agenda of the general meeting or in the periodical reports of the company, and do not interfere with the Company's commercial interests.

Shareholders may exercise their voting right directly, through a representative, or by correspondence.

Shareholders entitled to attend the shareholders' general meeting is allowed after proving their identity, in the case of natural persons by presenting the identity card or, in the case of shareholders legal entities, and natural persons shareholders that are represented, by presenting the empowerment given to the individuals they are represented by, observing the applicable laws in the matter, the provisions of this convening notice and the procedures approved by the company's Board of Directors.

In the case of shareholders legal entities or bodies without legal personality (unincorporated entities), the capacity of legal representative is ascertained from the shareholders' list as at the reference date issued by Depozitarul Central SA. However, if the shareholders' registry as at the reference has no data reflecting the legal representative capacity, then this capacity is proven by means of a findings certificate issued by the Trade Register, presented in original or a true copy thereof, or any other document, presented in original or a true copy thereof, issued by a competent authority of the state where the shareholder is duly incorporated, attesting the capacity of legal representative.

The documents attesting the capacity of legal representative of the shareholders legal entities have to be issued no more than 3 months before the date of the publication of the convening notice for the shareholders' general meeting.

The documents attesting the legal representative capacity prepared in a foreign language other than English shall be accompanied by their translation into Romanian or English performed by a certified translator.

Shareholders lacking legal capacity as well as legal entities may be represented by their legal representatives, which in their turn may appoint others by a proxy (empowerment).

Shareholders may be represented in the general meeting by other persons, under a special empowerment or a general empowerment.

For this type of voting the special empowerment forms (in Romanian or English) must be used, compliant to the provisions of applicable legislation, made available by the company's Board of Directors, or a general empowerment drawn up pursuant to the provisions of Law no. 24/2017 and ASF Regulation no. 5/2018. Shareholders legal entities or entities without legal personality (unincorporated entities) participating in the general meeting by someone other than their legal representative must use a special empowerment or a general empowerment, complying with the above stated requirements.

The special empowerment forms will be available in Romanian and English starting March 28, 2022, at the company's headquarters, the company's branch office at the addresses presented herein, and on company's website,www.sif1.ro.

Shareholders shall fill in and sign the special empowerment forms in three counterparts: one for the shareholder, one for the representative, and one for the company. The document for the company, filled in and signed by the shareholders shall be personally lodged or sent:

• • by any type of courier service - the special empowerment form in original, accompanied by the necessary documents, to the Company's headquarters in Arad, 35A Calea Victoriei, so that it can be registered by the company no later than April 26, 2022, 10:00 hours, subject to losing the voting right in case of default.

• • by e-mail - with extended electronic signature incorporated in accordance with Law no. 455/2001 on the electronic signature [e-mail] later than April 26, 2022, 10:00 hours, subject to losing the voting right in case of default.

The company will recognize a general empowerment to participate and vote in the general meeting of shareholders, given by a shareholder, as a client, to an intermediate as defined in Art. 2 par. (1) pt. 19 of Law no. 24/2017, or to a lawyer, without requesting additional documents relating to such shareholder, if the general empowerment complies with the provisions of Art. 205 of ASF Regulation no. 5/2018, it is signed by such shareholder and it is accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer to whom it was granted the power of representation by the general empowerment, showing that:

(i) the empowerment is granted by such shareholder, as a client, to their intermediary or, where appropriate, to the lawyer;

(ii) the general empowerment is signed by the shareholder, including the attachment of extended electronic signature, if necessary.

The affidavit given by the legal representative of the intermediary or by the lawyer to whom it was granted the power of representation by empowerment must be submitted to the company in original, signed and, where appropriate, stamped, together with the general empowerment form no later than 48 hours before the general meeting of shareholders (April 26, 2022, 10:00 hours), in case of its first use.

Shareholders may grant an empowerment generally valid for a period not exceeding three years, allowing the designated representative to vote on all matters discussed in the general meeting of shareholders provided that the general empowerment is being given by the shareholder, as a client, to an intermediary as defined in art. 2 par. (1) pt. 19 of Law no. 24/2017, or to a lawyer.

Shareholders may not be represented at the general meeting of shareholders, based on a general empowerment, by a person who is in a conflict of interest, pursuant to the provisions of art. 105 par. (15) of Law no. 24/2017.

General empowerment shall be submitted to the Company 48 hours before the general meeting (no later than April 26, 2022, 10:00 hours), in copy, including the statement of compliance with the original, under the representative's signature.

Before submitting the special or general empowerments, shareholders may notify the Company about the appointment of a representative, by sending an e-mail [e-mail].