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SIF BANAT-CRISANA

(SIF1)
End-of-day quote Bucharest Stock Exchange  -  2022-07-04
2.420 RON   -3.20%
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04/28SIF BANAT CRISANA : Resolutions of the EGMS of April 28, 2022
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SIF Banat Crisana : Resolutions of the OGMS of April 28, 2022

04/28/2022 | 08:35am 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: April 28, 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-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:

Resolutions of the Ordinary General Meeting of Shareholders of April 28, 2022

The ordinary general meeting of Societatea de Investiții Financiare Banat-Crișana's shareholders, established and operating in accordance with Romanian law, (hereinafter referred to as "SIF Banat-Crișana" or "SIF1"), headquartered in Arad, 35A Calea Victoriei, registered with the Trade Register Office attached to the Tribunal of Arad under number Arad J02/1898/1992, having the Unique Registration Code 2761040, tax attribute R, with number in ASF Register PJR07.1AFIAA / 020007 / 09.03.2018 and PJR09FIAIR / 020004 / 01.07.2021, with the subscribed and paid-up share capital of RON 51,542,236.30, gathered in the meeting held on April 28, 2022 starting with 10:00 hours (Romanian time), at the first call (hereinafter referred to as "OGM"),

Considering:

  • The Convening Notice submitted on March 21, 2022, to the Financial Supervisory Authority ("ASF") - Sector of Financial instruments and Investments, and the Bucharest Stock Exchange (BVB), published in the Official Gazette of Romania, part IV, no. 1203 of March 23, 2022; in the national newspaper Ziarul Financiar no. 5888 of March 23, 2022, in the local newspaper Jurnal Arădean no. 9038 of March 23, 2022, on company's website, (www.sif1.ro), and on the website of Bucharest Stock Exchange on March 21, 2022,

  • Company's Articles of Association in force as of November 10, 2020,

  • Trading Companies Law no. 31/1990, republished with subsequent amendments and completions,

  • Law no. 74/2015 on the managers of alternative investment funds,

  • Law no. 24/2017 on issuers of financial instruments and market operations,

  • Financial Supervisory Authority (ASF) Regulation no. 5/2018 on issuers of financial instruments and market operations,

Decides upon the topics on the OGM Agenda as follows:

Resolution no. 1

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.98% of the votes cast, approves the 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.

Resolution no. 2

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.98% of the votes cast, approves the 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 Laurențiu Riviș, Daniela Vasi and Adrian Marcel Lascu, having the identification data available at the company's headquarters.

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

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.82% of the votes cast, approves 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.

Resolution no. 4

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 66.13% of the votes cast, approves the 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.

Following 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.

Resolution no. 5

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.98% of the votes cast, approves 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.

Resolution no. 6

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 96.93% of the votes cast, approves the discharge of liability of the members of the Board of Directors for the activity carried out during the financial year 2021.

Resolution no. 7

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.98% of the votes cast, approves the Income and Expenses Budget and Activity Program for the year 2022.

Resolution no. 8

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 95.74% of the votes cast, approves the remuneration due to the members of the Board of Directors for the financial year 2022 in the amount approved by the resolution of OGM of April 26, 2016.

Resolution no. 9

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 97.94% of the votes cast, approves the general limits of all additional remunerations for the Board of Directors and the general limits of directors' remuneration for the financial year 2022 at the level established by Resolution no. 7 of the OGM of April 27, 2020.

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

With the direct participation, by representative or by correspondence of the shareholders holding 166,277,843 shares, representing 32.76% of the total voting rights, with the votes "for" of the shareholders representing 99.76% of the votes cast, approves the date of July 12, 2022, as the 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.

Bogdan Alexandru Drăgoi Chairman of the Board of Directors

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

Disclaimer

Societatea de Investitii Financiare Banat Crisana SA published this content on 28 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 12:32:02 UTC.


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