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SIF MUNTENIA S.A. - SIF4

Additional clarifications completing the agenda of EGMS from 15/16 November 2021

Release Date: 10/28/2021 6:00:17 PM

IRIS Code: A7596

 

 

 

 

 

 

 


CURRENT REPORT

 

Current Report according to:

 

Law 24/2017, FSA Regulation 5/2018

Report date:

 

28.10.2021

Name of the issuing entity:

 

Societatea de Investitii Financiare MUNTENIA SA

Registered office:

 

Bucuresti, S.V. Rahmaninov Str, no.46-48, district 2

Phone/fax number:

 

021.387.3210 / 021.387.3209

Sole Registration Code:

 

3168735

Order number in the Trade Register:

 

J40/27499/1992

Subscribed and paid-up share capital:

 

78,464,520.10 lei

Regulated market on which issued securities are traded

 

Bucharest Stock Exchange

 

Important event to be reported:

Additional remarks regarding the completion of the agenda of the Shareholders’ Extraordinary General Meeting for SIF Muntenia SA convened for 15/16.11.2021

On 21.10.2021 at the same time with the request from Mr. Behboud Madadi to complete the agenda, the Board of Directors of SAI Muntenia Invest SA analyzed the contents of the request and whether it meets the foundation and form requirements.

In addition to the request to complete the agenda of the Shareholders’ Extraordinary General Meeting for SIF Muntenia SA convened for 15/16.11.2021, we wish to inform our shareholders of the following:

-          On 25.10.2021, SAI Muntenia Invest SA sent Mr. Behboud Madadi the notice no. 955/25.10.202. Through this notice, the shareholder was informed that out of the 4 points that were requested to be introduced on the agenda of the SEGM, 3 of them are points that fall within the competence of the Shareholder’s Ordinary General Meeting, according to art. 111, para. 2, letter a) and b) of Law No. 31/1990 (i.e. point no. 5 - approval of the distribution as dividends; point no. 7- the removal of the administrator -SAI Muntenia Invest SA and point no. 8 - the appointment of 5 members of the Board of Directors) and only point no. 6 - the amendment of the Articles of Incorporation of the Company is of SGEM’s competence, according to art. 113 of Law No. 31/1990. Furthermore, SAI Muntenia Invest SA requested a point of view from the shareholder about whether or not he will maintain his request, to which he could have replied until 26.10.2021, close of business (date that represented the last day on which one could request to complete the agenda of the shareholder’s meeting).

-          Mr. Behboud Madadi insisted on keeping his initial request in its initial format and informed us of the same, through an email received on 26.10.2021.

-          As such SAI Muntenia Invest SA’s Board of Directors, decided to complete the agenda with all the points as requested by the shareholder, not to leave room for interpretations, knowing in fact that it is not recommended to partially complete the agenda of the SGEM from 15/16 November 2021 and in order to avoid and potential conflict of interest with regards to any of the points from the request to complete the agenda.

-          The Board of Directors would like to draw the attention of the fact that the request to complete the agenda, according to the provisions of Law no. 31/1990, should in fact have consisted only of the points that were in the area of competence of the Shareholder’s General Extraordinary Meeting, leaving now the possibility of having the decisions annulled in case such decisions will be approved during the SGEM.

-          SAI Muntenia Invest SA will express their view regarding every point that was requested to be added on the agenda of SIF Muntenia SA’s SGEM, with the upfront clarification that a request to distribute dividends in the amount of 350.000.000 RON cannot and will not ever be in the interest of the company and of the shareholders, given that it will endanger the company’s operation, and the change of the form of administration of the company could lead to suspending the activity for an essential period estimated to at least 18 months. Moreover, this could lead to major losses for all of the company’s shareholders, extremely hard to estimate at this moment.

 

 

 

SIF MUNTENIA SA

Represented by its Asset Management Company

SAI MUNTENIA INVEST SA

 

Nicusor Marian BUICA

CEO

 

Compliance Officer

Claudia Jianu

 



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