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SIF BANAT-CRISANA

(SIF1)
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SIF Banat Crisana : Information - share allocation

01/25/2022 | 11:17am EDT

ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • 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: January 25, 2022

Issuer Societatea de Investiții Financiare Banat-Crișana SA (SIF Banat-Crișana)| Registered office 35A Calea Victoriei, Arad 310158, Romania | Phone +40257 304 438 | Fax +40257 250 165 | Webpage www.sif1.ro | Email sifbc@sif1.ro| 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-upshare 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:

Disclosure document concerning the shares offered to the members of the management structure of SIF Banat-Crișana

SIF Banat-Crișana informs the shareholders that, based on the resolutions adopted by the Extraordinary General Meeting of the Shareholders of the Company of October 11, 2021, as follows:

  • EGM Resolution no. 3/11.10.2021 approving the execution of a buyback program for 880,000 shares at most (Program 4), to be distributed free of charge to members of Company's management (administrators, directors), in order to build their loyalty as well and to reward their activity within the Company;
  • EGM Resolution no. 4/11.10.2021, approving the use of shares purchased under the Buyback Program 4 for their distribution free of charge to members of the company's management (administrators, directors), in a share-based payment plan of a "Stock Option Plan" type;
  • Empowerment of the Board of Directors of the Company to take all necessary measures and to fulfil all the formalities required for the approval and implementation of the share-based payment plan of a "Stock Option Plan" type.

SIF Banat-Crișana's Board of Directors approved through Decision of the Board no. 5 of 20.01.2022 the offering free of charge to the members of the management structure (administrators,

directors) of 880,000 shares in a share-based payment plan of a "Stock Option Plan" type (hereinafter referred to as "SOP" or "Plan").

The vesting (transfer of shares) will be made when the conditions in the "Stock Option Plan" are

met and the option is exercised by each beneficiary, after a term of 12 months has passed since the signing of the payment agreements.

The disclosure document concerning the shares offered or allotted to members of SIF Banat- Crișana management, prepared as per EU Regulation no. 1129/2017 and ASF Regulation no. 5/2018, is annexed hereto.

Chairman and CEO

Bogdan-Alexandru Drăgoi

Compliance Officer, Eugen Cristea

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

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 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH

ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO

Disclosure document concerning the shares offered or allotted to members of

SIF Banat-Crișana management

(Disclosure document as per EU Regulation no. 1129/2017

and ASF Regulation no. 5/2018)

1. Responsible persons

1.1. Name and position of natural persons or name and headquarters of legal persons responsible for the information included in the presentation document.

SOCIETATEA DE INVESTIȚII FINANCIARE BANAT-CRIȘANA S.A. (hereinafter "SIF Banat- Crișana"), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office of Arad Court under number Arad J02/1898/1992, having the Unique Registration Code 2761040, registered in ASF AFIAA Register under number PJR07.1AFIAA / 020007 / 09.03.2018, registered in ASF FIAIR Register under number FIAIR PJR09FIAIR / 020004 / 01.07.2021, with subscribed and paid- up share capital of RON 51,542,236.30, represented by Bogdan-AlexandruDrăgoi, Chairman of the Board of Directors and CEO.

1.2. Declarations of the responsible persons referred to in point 1.1. to ascertain that the information included in the presentation document is, to their knowledge, consistent with reality.

SIF Banat-Crișana, represented by Bogdan-Alexandru Drăgoi, Chairman of the Board of Directors and CEO, declares and confirms that, to his knowledge, the information provided, and the content of this document are in line with reality and do not contain untrue mentions or statements that are likely to significantly affect the content of the document.

2. Information on the issuer

  1. Name, headquarters, fiscal code, and registration number at the Trade Register Office. Name - SOCIETATEA DE INVESTIȚII FINANCIARE BANAT-CRIȘANAS.A.;
    Headquarters - Arad, 35A Calea Victoriei, Arad County; Legal form - joint-stock company with private equity;
    Company type - Financial investment company classified in the category of Alternative Investment Fund Manager (AIFM) authorized by the Financial Supervisory Authority, classified in accordance with the provisions of Law no. 243/2019 as a closed-end, diversified alternative investment fund, addressed to retail investors (AIFRI), self-managed and authorized by ASF in this capacity.
    Fiscal Identification Code - 2761040;
    Number in Trade Register Office - J02/1898/1992
    Number in ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 Number in ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 LEI Code (Legal Entity Identifier): 254900GAQ2XT8DPA7274
  2. Share capital

Value of subscribed and paid-up share capital: RON 51,542,236.30

  • Number of issued shares: 515,422,363 issued shares
  • Nominal value per share: RON 0.10
  1. Information concerning the offer or allotment of securities to administrators and directors of SIF Banat-Crișana
  1. The decision-making documents that ruled the offer or allotment of securities to the administrators and directors of SIF Banat-Crișana

SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040 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 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH

ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO

The offer of SIF1 shares to the members of the management structure (administrators and directors) of SIF Banat-Crișana is grounded on:

a. Resolution no. 3 of the Extraordinary General Meeting of Shareholders of October 11, 20211 approving the company to carry out a buyback program ("Program 4") for the distribution free of charge to the members of the Company's management (administrators, directors) in order to build their loyalty as well and to reward their activity in the Company;

The maximum number of shares that may be repurchased to be distributed free of charge to the members of the Company's management is of 880,000 shares.

The Board of Directors was empowered to take all necessary measures and fulfil all formalities required for the implementation of the Buyback Program.

b. Resolution no. 4 of the Extraordinary General Meeting of Shareholders of October 11, 20212 approving the use of shares purchased under Buyback Program 4 for their distribution free of charge to members of the company's management (administrators, directors) in a share-basedpayment plan of a "Stock Option Plan" type, in compliance with applicable legislation.

By the same resolution of the meeting held on October 11, 2021, the Board of Directors of the company was empowered to take all necessary measures and to fulfil all the formalities required for the approval and implementation of the share-based payment plan of a "Stock Option Plan" type.

c. Decision of SIF Banat-Crișana's Board of Directors no. 5 of 20.01.2022 approving the offering free of charge to the members of the management structure (administrators, directors) of 880,000 shares in a share-basedpayment plan of a "Stock Option Plan" type (hereinafter referred to as "SOP" or "Plan").

By Decision of the Board no. 5 of 20.01.2022, it was approved the list of eligible beneficiaries. The exercise price by the Beneficiaries of the right of option on the shares is of zero RON / share.

The market price of the SIF1 share is RON 2.4800 - the closing price of the day preceding the approval of the Plan.

Program beneficiaries may exercise their option at the expiration of a 12-month term from the conclusion of a written agreement with the Company, granting Beneficiaries the right to receive free of charge shares issued by SIF Banat-Crișana, subject to the fulfilment of the necessary criteria for the vesting, approved by the decision of the Board of Directors and mentioned in the Plan and in the content of the Share-based Payment Agreements concluded with each individual beneficiary. Beneficiaries may exercise the option within a period of 2 months from the date of ending the 12-month period referred to above.

It was approved the empowerment of the administrator for signing on behalf of the Company, the Share-based Payment Agreements concluded between the Company and the Beneficiaries.

3.2. Description of the operation: the reason for the offering of shares, the total number of securities offered, the number of securities offered individually by categories of investors.

The reason for offering the shares

According to the informative materials the decisions of the EGM of October 11, 2021 were grounded, the reasons for granting the members of the board of directors and the directors of the company the repurchased shares consist in enhancing the loyalty of the management by the

  1. https://www.sif1.ro/wp-content/en/current-reports/2021/2021-10-11-EGM-resolutions.pdf
  2. https://www.sif1.ro/wp-content/en/current-reports/2021/2021-10-11-EGM-resolutions.pdf

SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040 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 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH

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ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO

introduction of remuneration instruments in equity, striving that incentives for the management increase the efficiency of the administration act.

The implementation of a share-based payment plan of a "Stock Option Plan" type has the benefit of lower operating expenses and tax optimization allowed by the provisions of the Tax Code in force. The Fiscal Code regulates a fiscal treatment favourable to the distribution of shares through programs of Stock Option Plan type.

For the proceeds of these operations, the company and the beneficiaries are exempt from the payment of the income tax assimilated to salaries (Article 76 of the Fiscal Code) and from the payment of social security contributions (Article 142 of the Fiscal Code). In order to benefit from the tax benefits, the minimum period after which the acquirers of the shares in the Stock Option Plan can exercise their option to receive free shares cannot be less than 12 months.

The total number of offered securities and the number of securities offered individually by categories of investors

The number of shares offered is of 880,000 shares with market symbol SIF1, in accordance with the Resolutions of the Extraordinary General Meeting of the Shareholders of the Company dated October 11, 2021, subject to compliance with the expenditure limits set out in the Revenues and Expenses Budget approved by the OGM.

The shares are offered to the members of the senior management of the company, to determine and quantify the extent of the right of each beneficiary being approved by the Board of Directors of the Company. The right granted to Beneficiaries is non-transferable, through acts between living parties.

The number of shares offered to the Beneficiaries is determined by the Board of Directors, based on the proposals made by the Remuneration and Nomination Committee, subject to the following conditions:

  • the maximum number of shares may not exceed 880,000, as per the decisions of the Extraordinary General Meeting of October 11, 2021, approving the Buyback Program and their allocation in a share-based payment plan of a "Stock Option Plan" type;
  • compliance with the spending limits set for the Stock Option Plan in the Revenues and Expenses Budget approved by the general meeting of shareholders;
  • compliance with the general limits of the remuneration of administrators, approved by the general meeting of shareholders;

Granting the right to receive shares free of charge is irrevocable and is accomplished by the Company concluding a share-based payment arrangement with each beneficiary, in the form approved by the Board of Directors.

The share-based payment agreement gives the Beneficiary the right and not the obligation to claim the vesting rights when the conditions are met. The Beneficiary may expressly or tacitly waive the exercise of the right thus created, upon his / her free choice and without any material or other consequential obligation or consequence.

The transfer of ownership of the shares from the company to the Beneficiaries will be made after all the necessary conditions for transfer have been fulfilled, after the transmission of this document and the documents related to the transfer, to Depozitarul Central, pursuant to the legislation in force.

3.3. Description of the type and class of securities that are offered or allocated.

The shares offered are of the same class, respectively common, registered, indivisible, of equal dematerialized value and issued at nominal value of RON 0.10 / share.

SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040 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 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH

3

ADDRESS CALEA VICTORIEI 35A ARAD 310158 ROMANIA • TEL +40257 304 438 • FAX +40257 250 165 • EMAIL SIFBC@SIF1.RO • INTERNET WWW.SIF1.RO

3.4. Subscription period

Program beneficiaries may exercise the right to acquire the shares offered at the expiration of a 12-month period after the conclusion of the payment agreement with the Company.

The Beneficiaries may exercise the right to acquire the shares within 2 months from the date of expiry of the 12-month period specified above, subject to the expiry of the right to exercise the option.

Not exercising the right of option within the agreed term leads to the extinction of the right to exercise the option. SIF Banat-Crișana undertakes that, at the moment the Beneficiary has exercised the option, to own the shares necessary for the transfer.

Beneficiaries will be vesting arising from the share-based payment plan of a "Stock Option Plan" type when the conditions set out in the Plan and the Payment Agreement are met. The Company, through the Board of Directors, has the right to determine the fulfilment of the necessary criteria for vesting and to concretely determine the number of shares to be transferred.

3.5. Subscription price

Shares are offered free of charge, as per the EGM resolutions of October 11, 2021. The tax value of shares acquired free of charge under the Stock Option Plan and the Share-based Payment Agreement is zero, according to the provisions of art. 76 of the Fiscal Code.

As a result of the exercise of the right to receive the shares free of charge, the Beneficiaries exercising their option in accordance with the provisions of the Plan and the Payment Agreement will receive the allocated shares at a price of zero RON / share. Beneficiaries who do not exercise their right of option within the term set by the Agreement lose the right to exercise it.

The market price of the SIF1 share at the time of their offering / allotment under the share-based payment plan of a "Stock Option Plan" type is of RON 2.4800, the closing price of the day preceding the approval of the Plan.

3.6. Any other information deemed important by the issuer or by A.S.F.

According to Art. 7 pt. 39 of the Fiscal Code (Law 227/2015 with subsequent amendments and completions), the "stock option plan" is a "program initiated within a legal person by which is granted to its employees, directors and / or directors or its affiliated legal entities referred to in point 26 (c) and (d), the right to purchase at a preferential price or to receive, free of charge, a fixed number of securities, defined in accordance with point 40, issued by that entity."

For the purposes of point 40 of Art. 7 of Fiscal Code, "security" means "any share or other stake (or membership unit) in a partnership, limited partnership, joint stock company, limited partnership, limited liability company, or other person legal or open-ended investment fund".

It is also provided that "For the qualification of a program as a stock option plan, the program must cover a minimum of one year between the moment when the right is granted and the time it is exercised (the acquisition of the securities).

The advantages granted in the form of options under the "Stock Option Plan" are not considered as taxable income, at the time the option is granted and when the beneficiary exercises the option, according to the provisions of Art. 76 par. 4 section r) of the Fiscal Code, also being exempted from the payment of social security contributions, according to the provisions of art. 142 Fiscal Code.

This provision must be corroborated with the provisions of Art. 94 of the Fiscal Code, regarding the determination of the gain / loss from the transfer of securities, as the investment income registered by the eligible persons as a result of the subsequent sale of the shares acquired under the Stock Option Plan are subject to income tax.

SUBSCRIBED AND PAID-UP SHARE CAPITAL RON 51,542,236.30 • NUMBER IN TRADE REGISTER J02/1898/1992 • TAX IDENTIFICATION CODE RO2761040 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 • BANK ACCOUNT RO77 BTRL 0020 1202 1700 56XX • BANCA TRANSILVANIA ARAD BRANCH

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Disclaimer

Societatea de Investitii Financiare Banat Crisana SA published this content on 25 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2022 16:16:02 UTC.


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