SIF Oltenia : Current Report - 18.03.2021 Notice of OGSM on 28.04.2021

Translation from Romanian into English

No. 3538 / 18.03.2021

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 the FSA Regulation no. 5/2018

regarding the issuers and securities transactions

Report date: 18.03.2021

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

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

Phone/Fax: [phone]

Fiscal Registration Code: RO 4175676

Order number at the Trade Register: J16/1210/30.04.1993

FSA Register Number:PJR071AFIAA/160004/15.02.2018

ISIN: ROSIFEACNOR4

LEI Code: 254900VTOOM8GL8TVH59 Depozitory-Custodian: Raiffeisen Bank S.A. Depozitory: Depozitarul Central Bucuresti

Share capital subscribed and paid: 52,214,914.30 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 Ordinary General Shareholders Meeting on 28.04.2021

THE BOARD OF DIRECTORS of

SOCIETATEA DE INVESTITII FINANCIARE OLTENIA S.A.

With its registered office in Dolj, Craiova, str. Tufănele nr. 1,

Trade Register no. J16/1210/1993

Sole Registration Code: RO 4175676

RON code 254900VTOOM8GL8TVH59

Registered capital: RON 52,214,914.30 met on 18.03.2021

CALLS

THE ORDINARY GENERAL SHAREHOLDERS MEETING on 28.04.2021

The meeting will take place at Golden House Hotel of Craiova, str. Brestei, nr. 18. The shareholders registered by the end of 16.04.2021, which is classified as the reference date, are entitled to participate and vote.

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

The call is made in compliance with the provisions of Law no. 31/1990 republished, 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 consists of 522,149,143 nominal shares, with a nominal value of RON 0.10 each, dematerialized and indivisible, of which 500,000,000 with voting rights; each of these shares entitles to a vote in the General Shareholder Meeting.

THE AGENDA OF THE ORDINARY GENERAL SHAREHOLDER

MEETING

1. Electing the meeting's secretarial team, including 2 members, i.e. Ms Cimpoeru Ana - Internal Auditor and Mr Nedelcu Ion Eugen, whose identification data are available at the company's registered office. Mr Nedelcu Ion Eugen will be elected the meeting secretary, who will draw up the meeting 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 Făurar of Craiova, Dolj, for the supervision, on the company's expense, of the operations incurred by the meeting secretaries, according to art. 129 par. (3) of Law no. 31/1990 republished, at the company's expense.

3. Electing the commission to count the votes expressed by the shareholders regarding the items on the agenda of the Ordinary General Shareholders Meeting, including three members: Ms Popescu Florentina, Ms Balan Viorica and Ms Țalea Mihaela, whose identification data are available at the company's registered office. The proposed persons are shareholders of S.I.F. Oltenia S.A.

4. The presentation and approval of the standalone and consolidated financial statements of S.I.F. Oltenia S.A as of 31.12.2019, drawn up according to Guideline 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. Approval of the distribution of the net profit for the financial year 2020 in the amount of RON 52,231,020, according to the proposals formulated by the Board of Directors, in one of the following two variants:

Variant I: distribution of the entire net profit of the financial year 2020, in the amount of RON 52,231,020, to Other reserves, for own sources, in order to support future investments, including a share buy-back programme(s), after obtaining approvals necessary in this regard;

OR

Variant II: distribution of the net profit of the financial year 2020, in the amount of RON 52,231,020, on the following destinations:

a) Dividends: RON 25,000,000 (47.86% of net profit), which ensures a gross dividend per share of RON 0.05.

The proposed dividend ensures a shareholder remuneration rate of 2.35% calculated at the average trading price of the shares in 2020 (RON 2.1249/ share) and 2.78% calculated at the closing price for 2020 (RON 1.80 / share).

The date of 30.07.2021 is approved as the DATE OF PAYMENT of dividends in accordance with the provisions of art. 178 par. (2) of the FSA Regulation no. 5/2018. The distribution of dividends to shareholders will be made in accordance with the legal provisions, the costs related to the payment being borne by the shareholders from the value of the net dividend.

b) Other reserves (own financing sources): RON 27,231,020 (52.14% of the net profit) in order to set up the necessary funds for investments.

6. Approval of the discharge of the directors for the activity carried out in the financial year 2020, corresponding to the term of office held:

• - Tudor Ciurezu (period 01.01.2020 - 12.10.2020);

• - Anina Radu (period 01.01.2020 - 12.10.2020);

• - Nicolae Stoian (period 01.01.2020 - 12.10.2020);

• - Carmen Popa (period 01.01.2020 - 12.10.2020);

• - Cristian Bușu (period 01.01.2020 - 03.12.2020);

• - Radu Hanga (period 01.01.2020 - 04.05.2020);

• - Ana Barbara Bobircă (period 01.01.2020 -15.05.2020);

• - Sorin-Iulian Cioacă (period 03.12.2020 - 31.12.2020);

• - Mihai Trifu (period 03.12.2020 - 31.12.2020);

• - Codrin Matei (period 03.12.2020 - 31.12.2020);

• - Adrian Andrici (period 03.12.2020 - 31.12.2020).

7. Presentation and acknowledgement of the Revenues and Expenses Budget for 2021 and of the Strategy for 2021.

8. Approval of the general limits of all additional remuneration of the members of the Board of Directors and of the general limits of the remuneration of the directors.

9. Approval of the S.I.F. Oltenia S.A., in accordance with the provisions of art. 921 of Law no. 24/2017 on issuers of financial instruments and market operations.

10. The election of an director as a member of the Board of Directors of Societatea de Investitii Financiare Oltenia S.A., for a term of office equal to the remaining term of the directors holding office. The new director will exercise his/her mandate as of his/her authorization by the Financial Supervisory Authority.

11. Approval of the date 14.07.2021 as the registration date (ex date 13.07.2021) 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 F.S.A. Regulation no. 5/2018, shareholders representing 5% of the registered capital by themselves or jointly are entitled:

- to introduce items on the agenda of the general meeting, provided that each item is accompanied by a supporting document or a draft decision proposed to be adopted by the General Meeting;

- to present decision drafts for the items included or proposed to be included on the agenda of the General Meeting.

Such rights can be exercised until 07.04.2021, 10:00 a.m.

Each shareholder is entitled to ask questions regarding the items on the agenda of the General Meeting, no later than 07.04.2021, 10:00 a.m., date of the registration number. The company can also answer by posting the answer on its website, under

Informații Investitori - Întrebări frecvente (Investor information - Frequently asked

questions).

The requests will be submitted in writing, in original, at the company's registered office: S.I.F. Oltenia S.A. Craiova, Str. Tufănele nr.1, 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 "[e-mail]". Irrespectively of the chosen transmission method, shareholders must mention clearly, in capital letters: PENTRU AGOA SIF OLTENIA SA DIN DATA DE 28/29.04.2021 (FOR S.I.F. OLTENIA S.A OGSM OF 28/29.04.2021).

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 capacity of shareholder and the number of shares held as of the date of the request, issued by Depozitarul Central. The documents certifying the capacity 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 capacity 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 S.A, for a term of office equal to the remaining term of the directors holding office, the applications for the position of director will be submitted from 22.03.2021, 10.00 a.m. to 02.04.2021, 4.00 p.m. The information regarding the documents to be contained therein, approved by the Board of Directors, will be notified to those concerned, being posted on the official website of S.I.F. Oltenia S.A -www.sifolt.ro - starting with 18.03.2021. 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 S.A. The applicants for the position of director will be assessed during 03.04.2021 - 14.04.2021 by the Appointment and Remuneration 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 15.04.2021. The current members of the Board of Directors or shareholders are entitled to appoint persons for