Approval of the distribution of 2016 net profit per destinations

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
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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
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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.
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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
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