SIF Banat Crisana : CONVENING THE OGM AND EGM FOR APRIL 20 (21), 2017

The Board of Directors of SIF Banat-Crișana, gathered in the meeting held on March 8, 2017, decided the convening of The Ordinary General Meeting of Shareholders (OGM) for April 20, 2017, at 10:00 hours (first call), respectively for April 21, 2017 at 10:00 hours (second call), at the company's headquarters in Arad, 35A Calea Victoriei. 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 3, 2017 (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 items on the agenda:

- Approval of the separate financial statements for 2016 financial year, based on the discussions and the reports presented by the Board of Directors, the Chairman of the Board and the financial auditor;

- Approval of allocation of net profit achieved in 2016, as proposed by the Board of Directors, in one of two options:

Option I:
Approval of a gross dividend / share of RON 0.06, representing a distribution rate of 38% of net profit.
Approval of the date of September 4, 2017 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 of the net dividend amount.
Approval of the allocation to Other reserves of the remaining part of net profit.

Option II:
Approval of the allocation of the entire net profit for the financial year 2016 to Other reserves, for own financing sources.

- Approval of the discharge from liability of the Board of Directors for the financial year 2016;

- Approval of the Budget of revenue and expenditure and Activity Program for the financial year 2017;

- Approval of the remuneration due to the members of the Board of Directors for the financial year 2017;

- Approval of the general limits of all additional remunerations for the Board of Directors the general limits of directors' remuneration;

- Election of a Board of Directors consisting of 5 (five) members for a term of office of four years, with effect from the date of 24.04.2017;

- Approval of August 11, 2017 as the record date (August 10, 2017 as the ex-date) in accordance with the provisions of Art. 238 par. 1 of Law no. 297/2004, CNVM Regulation no. 6/2009 and Regulation no. 1/2006.

In the same meeting held on March 8, 2017, The Board of Directors of SIF Banat-Crișana, decided the convening of The Extraordinary General Meeting of Shareholders (EGM) for April 20, 2017, at 12:00 hours (first call), respectively for April 21, 2017 at 12:00 hours (second call), at the company's headquarters in Arad, 35A Calea Victoriei. 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 3, 2017 (considered as the reference date) have the right to participate and vote at the general meeting of shareholders.

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

- Approval of the amendment of the Articles of Association as follows:

- Art. 7 paragraph. (13) letter c) is amended to read as follows: 'c) submit for the approval of the general shareholders the modification of budget of revenue and expenditure, as per the fluctuations in the economy';

- Art. 7 paragraph. (15) shall be amended to read as follows: '(15) The Board delegates some of its powers to directors (executives), establishing at the same time their remuneration, within the general limits approved by the General Meeting of Shareholders. Company's executives shall meet the minimum requirements regarding integrity, qualifications and experience as prescribed by the regulations and laws in force.'

- The introduction in the Art. 7 a new paragraph, paragraph (21), which shall read as follows: '(21) The Board of Directors has the responsibility to ensure the establishment and implementation of corporate governance principles regarding, but not limited to:
a) the strategic management of the company and fulfilling the set objectives;
b) formulation of company's business plan and evaluation of the financial position thereof;
c) ensuring an adequate framework for the verification of the manner the specific law is applied concerning the submitting of reports to regulatory and supervisory entity;
d) the adequacy, efficiency and update of risk management system;
e) the adequacy, efficiency and update of internal control-compliance system, to ensure its independence from operational and organizational and support structures within the company;
f) compliance with the requirements concerning outsourcing / delegating operational activities or functions;
g) establishing and reviewing the remuneration policy;
h) establishing the communication strategy with stakeholders, complying with the legal requirements;

- Approval of May 12, 2017 as the record date (May 11, 2017 as the ex-date) in accordance with the provisions of Art. 238 par. 1 of Law no. 297/2004, CNVM Regulation no. 6/2009 and Regulation no. 1/2006.

Starting March 20, 2017, all the informative materials for the agenda and draft resolutions of the meeting will be available for the shareholders, according to the applicable legal and statutory provisions.

The Convening Notice for the Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders is available in General Meeting of Shareholders section.