OGMS 04/05 April 2017 –2016 Profit Distribution OGMS 04/05 Apr 2017 item 4 Approval of the distribution of 2016 net profit per destinations; approval of the gross dividend/share of 0.044 lei and dividend payment methods. 1. Approval of the distribution of 2016 net profit per destination The dividends that SIF Moldova has offered over the last past years have largely exceeded the yields offered by bank deposits, on a downwards trend due to the monetary relaxation policy adopted by BNR. Therefore, in the context of the capital market volatility, the Board of Directors aims to find an optimum balance between the need to insure the proper resources for the support of the investment programs to be run in 2016, the expectations of shareholders on the short term- that is dividend distribution and the expectation of the shareholders on the long term, namely NAV and price increase. IFRS individual financial statements for 2016 (audited), present the following results: (lei) Total assets 1.718.974.911 Total liabilities 118.883.161 Total equity 1.600.091.750 Profit before taxation 133.803.023 Net profit 123.298.020 For financial year 2016 the proposal of the board of directors is to distribute to the shareholders a gross dividend of 0,044 lei/share, representing a dividend fund of 45 mil lei, a net profit distribution rate of 36% and a dividend yield of 5,2%, a level higher than the bank deposits offer for one year. The dividend fund has been calculated in compliance with the provisions of art 105 Law 31/1990 for the shares that offer dividend rights, the bought-back shares held by the company, which do not bear the dividend right, have not been taken into consideration. The Board of Directors proposes the following distribution of the net profit of financial year 2016: (lei) Net profit to be distributed 123.298.020 Legal reserves 1.545.865 Dividends 44.975.884 Other reserves 76.776.271 1 OGMS 04/05 April 2017 –2016 Profit Distribution Dividend policy 2013 91 0.066 34.2 38 2.4566 Net profit (mil.lei) gross dividend/share (lei) Dividend fund (mil.lei) dividend fund/net profit (%) VUAN (lei) 2014 230 0.1012 52.5 22 2.6077 2015 100 0.045 46 46 1.4450 2016 123 0.044 45 36 1.6055 The performance generated by VUAN increase and dividends distributed over the last 4 years is 45%. 2. Setting the payment dividend payment date and methods The objectives considered in order to set the dividend payment date and methods, aim to insure: 1. the payment and provision, abiding by the legal payment terms (GMS resolution and applicable law); 2. Notification of shareholders and participants regarding GMS decision regarding dividend payment methods and dates 3. the payment towards the beneficiary of the right. Shareholding structure on 31.01.2017 non-resident companies 19% resident individuals 43% residents companies 38% non-resident individuals 0% Shareholding structure evolution 2012-2017 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 2012 PF rezidenti 2013 2014 PF nerezidenti 2015 PJ rezidenti 2016 2017 PJ nerezidenti 2 OGMS 04/05 April 2017 –2016 Profit Distribution Dividend payment status Dividend payment on 31.01.2017 Total dividend to be paid (lei) Total paid by 31.01.2017 (lei) % paid on 31.01.2017 Dividend 2013 0,66 lei/act 34.259.913 27.403.868 79,99 Payment methods – shareholder type: companies - total, of which: 1. PJ – payment to participants 2. PJ – transfer on request individuals - total, of which: 3. PF - payment to participants 4. PF - transfer on request 5. PF - payment at the paying agent’s teller 6. Tax corresponding to unpaid dividends on 31.12.2015 Total 2015 dividend paid on 31.01.2017 (1+2+3+4+5+6) Dividend 2014 0,1012 lei/act 52.531.866 41.611.203 79,21 Dividend 2015 25.408.793,69 25.087.690,25 321.103,44 8.827.757,43 6.718.967,93 477.878,34 1.630.911,16 591.902,55 34.828.453,67 Dividend 2015 0,045 lei/act 46.250.883 34.828.454 75,30 2015 (%) 54,94 54,24 0,69 19,09 14,53 1,03 3,53 1,28 75,30 2.1. Dividend payment methods According to legal applicable obligations (Law 297/2004, Art. 146, line 5^1 and Art. 224, line c), CNVM/ASF regulation no. 1/2006, Art. 106^1) dividend payment is made through the Central Depository and the participants, the issuer appointing a financial institution as payment agent. The Board of Directors proposes, in order to insure the continuity of the dividend payment process for SIF Moldova shareholders, that the dividend payment method through the Central Depository, participants and payment agent Banca Transilvania be maintained. SIF Moldova will remind the shareholders, before the payment date, through a press release, the following information: value of dividend per share, ex-date, registration date, payment date and payment of dividend through the Central Depositary, participants and payment agent Banca Transilvania. The notification will be published on the company’s website: www.sifm.ro and in at least one national newspaper. At the same time, in standardized format, through the reporting systems for corporate events– STP (Straight Through Processing) – the Central Depositary (as per CNVM Regulation 1/2006 and CNVM regulation no13/2005) is sent the information regarding the registration date and ex-date, payment date, gross dividend/ share, reaching the participants connected to the system, such as SIFs and custodians, immediately. 2.2. Registration date According to article 238 paragraph (1) Law 297/2004 regarding capital market, with its later amendments and additions (through waiver of the provisions of Companies’ Law no. 31/1990, with its later amendments and additions) the identification of shareholders who are to benefit from dividends and other rights and on which the effects of the resolutions of the General Meeting of Shareholders impact, will be set by it (General Meeting). This date will be at least 10 working days prior to the actual date on which the General Meeting of Shareholders is held According to CNVM Regulation no. 6/2009 regarding the execise of some shareholders’ right, the registration date – is the calendar date set by the general meeting of shareholders, which serves for the identification of the shareholders that are to benefit from dividends or other rights, impacted by the effects of the resolutions of the general meeting of shareholders. The registration date proposed for the resolutions adopted under item 4 of the agenda is: 12th September 2017. 3 OGMS 04/05 April 2017 –2016 Profit Distribution Corresponding to the registration date, the ex-date is the date prior to the registration date with one offset cycle minus one working day, from which the financial instruments object of the resolutions of the companies’ bodies are traded without the rights deriving from that given resolution. Given the suggested registration date (12.09.2017) the ex-date is 11.09.2017. 2.3. Payment date According to applicable regulations: Law no. 297/2004 (art. 238), CNVM Regulation no. 6/2009 and CNVM regulation no. 1/2006 (art. 129^2 and art 129^3) corresponding to item 4 on the agenda regarding dividend proposal, the general meeting of shareholders must set a Payment date. Definition: The payment date is the calendar date when the distributions of income corresponding to securities holdings, consisting in cash or securities, becomes certain (art.2 lit g) of CNVM regulation no. 6/2009). Payment date must be set so that this date falls on a working day at least 15 days after the registration date (art. 129^3 of CNVM regulation no. 1/2006.) Given the proposal to set the registration date on the 12th September 2017 (item 13 on the agenda), it is proposed that the payment day be the 2nd October 2017. *** Draft resolutions Approves: a) The 2016 net profit distribution, as follows: - net profit to be distributed 123.298.020 lei - legal reserves 1.545.865 lei - Dividends 44.975.884 lei - Other reserves 76.776.271 lei b) gross dividend of 0,044 lei/share. c) the costs corresponding to the payments are borne from net dividend value. d) The payment of dividends is made through the Central Depository and payment agent Banca Transilvania in order to insure the continuity of the dividend payment process for SIF Moldova shareholders. Approves the date of 12.09.2017 as registration date (ex-date 11.09.2017) and date 02.10.2017 as dividend payment date. President and SCEO Costel CEOCEA Internal control Michaela Puscas 4
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