SIF Oltenia : Current Report - 28.04.2021 OGSM resolutions on 28.04.2021

April 28, 2021 at 08:42 am EDT

No. 5085 / 28.04.2021

Translation from Romanian into English

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

regarding the issuers of financial instruments and market operations

Report date: 28.04.2021

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

Headquarters: judeţul Dolj, Craiova, Str. Tufănele nr. 1, cod poştal 200767

Phone/Fax: 0251-419.335 /0251-419.340

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:Decisions of the Ordinary General Meeting of Shareholders held on 28.04.2021, at first summoning

The Ordinary General Meeting of Shareholders of Societatea de Investiții Financiare Oltenia S.A., statutory held on 28.04.2021, at its first summoning, according to the published convening notice in the Official Gazette of Romania, Part IV, no. 1144 on 19.03.2021, in national Financiar Newspaper with no. 5631 on 19.03.2021, and Newspaper Gazeta de Sud no. 7686 on 19.03.2021, on the company's website at www.sifolt.ro and on the company's page, on the website of the Bucharest Stock Exchange, in the presence of shareholders holding 242,638,555 valid voting rights, representing 48.528% of the total voting rights and 46.469% of the share capital of the company, on the reference date 16.04.2021, based on Law no. 31/1990 R, as subsequently amended and supplemented and Law no. 24/2017, of the regulations in force of the Financial Supervisory Authority and the provisions of the Articles of Association of the company, with votes expressed as showed in the meeting's minutes, with the fulfillment of the legal and statutory conditions for the validity of the convocation, the holding of the meeting and the adoption of the decisions, has adopted the following decisions :

D E C I S I O N no. 1

Approval the election of the meeting's secretarial team, consisting of 2 members, namely 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 SIF Oltenia SA.

Votes for 97.127 %, votes against 0.509 % and abstentions 2.364 % of all expressed votes.

D E C I S I O N no. 2

Approval 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 republished, at the company's expense.

Votes for 94.341 %, votes against 3.296 % and abstentions 2.363 % of all expressed votes.

D E C I S I O N no. 3

Approval the election of 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 SIF Oltenia SA.

Votes for 97.127 %, votes against 0.509 % and abstentions 2.364 % of all expressed votes.

D E C I S I O N no. 4

Approval of the standalone financial statements of SIF Oltenia SA as of 31.12.2020, 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 (including the provision set up as incentive for employees, for senior managers with a mandate contract and for members of the Board of Directors, based on the provisions in the Articles of Incorporation of SIF Oltenia SA, on Decision no. 5 of SIF Oltenia SA OGSM of 20.04.2013, on Decision no. 9 of SIF Oltenia SA OGSM of 04.04.2017, Decision no. 5 of SIF Oltenia SA OGSM of 29.10.2020, on the mandate contracts of the senior management and on the company's collective employment contract. The fund for the senior managers and for directors will be set up and allocated according to the provisions of Decision no. 5 of SIF Oltenia SA OGSM of 20.04.2013 and of Decision no 9 of SIF Oltenia SA OGSM of 04.04.2017 and of Decision no. 5 of SIF Oltenia SA OGSM of 29.10.2020, while the allocation competence for employees is delegated to the top management).

Votes for 98.520 %, votes against 1.480 % and abstentions 0.000 % of all expressed votes.

Approval of the consolidated financial statements of SIF Oltenia SA as of 31.12.2020, drawn up according to Guideline no. 39/2015 on the approval of Accounting Regulations complying with the International Financial Reporting Standards, applicable to Entity authorized, regulated and supervised by the Financial Supervisory Authority for Financial Instruments and Investments, as presented, based on the Report of the Board of Directors and the Report of the Financial Auditor.

Votes for 98.520 %, votes against 1.480 % and abstentions 0.000 % of all expressed votes.

D E C I S I O N no. 5 B

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

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.
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.

Votes for 74.251 %, votes against 8.605 % and abstentions 12.195 % of all expressed votes.

D E C I S I O N no. 6 A

The legal requirements regarding the approval of the discharge of the administrators for the activity carried out in the financial year of 2020, corresponding to the period of the mandate held, were not fulfilled:

Tudor Ciurezu (period 01.01.2020 - 12.10.2020)

Votes for 32.014 %, votes against 36.153 % and abstentions 31.833 % of all expressed votes.

D E C I S I O N no. 6 B

Anina Radu (period 01.01.2020 - 12.10.2020)

Votes for 32.011 %, votes against 24.151 % and abstentions 43.835 % of all expressed votes.

D E C I S I O N no. 6 C

Nicolae Stoian (period 01.01.2020 - 12.10.2020)

Votes for 32.014 %, votes against 24.151 % and abstentions 43.835 % of all expressed votes.

D E C I S I O N no. 6 D

Carmen Popa (period 01.01.2020 - 12.10.2020)

Votes for 32.014 %, votes against 24.151 % and abstentions 43.835 % of all expressed votes.

D E C I S I O N no. 6 E

Approval of the discharge of the administrators for the activity carried out in the financial year 2020, for the period of the mandate held:

Cristian Bușu (period 01.01.2020 - 03.12.2020)

Votes for 61.481 %, votes against 3.347 % and abstentions 35.172 % of all expressed votes.

D E C I S I O N no. 6 F