POSTAL BALLOT (written form) for
THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF S.I.F. OLTENIA S.A.
from 04 / 05.04.2017 (reference date: 23.03.2017)
(To be filled by the shareholder
under the authenticated signature of notary public)
FULL NAME / NAME_________________________________________________LEGAL REPRESENTATIVE (legal person)_____________________________________________
CNP (Romanian natural person shareholder or legal representative)_________________________________Tax registration number (legal person)___________________________
Passport no. (foreign natural person shareholder or legal representative)________________________NUMBER OF SHARES PERSONALLY HELD___________________________
POSTAL BALLOT The Ordinary General Shareholders Meeting of S.I.F. OLTENIA S.A. on 04 / 05.04.2017
AGENDA - O.G.S.M.
FOR
AGAINST
ABSTENTION
1. Election of the meeting secretary consisting of 3 members, namely Mrs. Baltateanu Nadia Florentina – Internal Auditor, Mr. Nedelcu Ion Eugen
and Mrs. Bucur Vasilica with the identification details available at the company headquarter, Mrs. Bucur Vasilica following to be chosen the secretary
of the meeting who will prepaire the Minutes of the meeting. The proposed persons are shareholders of S.I.F. Oltenia S.A.
2. Election of the Commission for Counting the Votes expresed in OGSM, consisting of three members, namely Mr. Pauna Ioan, Mr. Patrichi Ion and
Mrs. Talea Mihaela, with the identification details available at the company headquarter. The proposed persons are shareholders of S.I.F. Oltenia S.A
3. Presentation and approval of Standalone Financial Statements of the year 2016, prepared in accordance with IFRS, based on the Report of the
Board of Administrators and the Auditor's Financial Report. Loss from upgrading to hyperinflation in accordance with IAS 29 "Financial reporting in
hyperinflationary economies" in the amount of 2,438,631,884.98 lei, reflected in the financial statements of the years 2015 respectively 2016,
according to the accounting regulations of FSA Rule no. 39/2015, is proposed to be covered from other elements of equity.Coverage in question does
not change the equity, does not influence the profit and loss account of the Company and is in line with art. 91 and 92 from Rule no. 39/2015 of FSA.
4. Approval of the allocation of net profit in the amount of 101,271,376.81 lei, as proposed by the Board of Administrators, on the following destinations IN TWO OPTIONS:
OPTION I – Distribution of dividends
Gross dividend of 0.0815 lei per share
I.1 Dividends: 47,283,505.69 lei (46.69 % of net profit)
I.2 Own resources of development: 53,987,871.12 lei (53.31 % of net profit)
Proposed dividend provides to the shareholders a remuneration rate of 5,3% calculated as the average trading price of shares in 2016 (1.5357 lei /
share) and of 5% calculated on the closing price for 2016 (1.63 lei / share).
Approval of the date of August 1, 2017 as the dividend PAYMENT DATE in accordance with art. 1293 pa.(2) of the R.N.S.C. Regulation no. 1 / 2006,
with subsequent amendments and completions. The distribution of dividends to shareholders will be made in accordance with the legal provisions
relating to the payment costs being borne by shareholders from net dividend amount.
OPTION II. Shares buy-back program
II.1 Reserve fund: 72,520,715 lei (71.61 % of net profit) for the buy-back of 29,008,286 shares representing 5 % of company share capital. The
company will carry out the buy-back program in accordance with E.C. Regulation no. 2273 / 2003 in order to reduce the share capital by canceling
them.
The minimum price per share: 1.4 lei
The maximum price per share: 2.5 lei
Program duration: 12 months from the date of publication of the decision in the Official Gazette of Romania, Part IV
II.2 Own sources of company development: 28,750,661.81 lei (28.39 % of net profit)
In case of approval of this option of net profit distribution, the Board of Administrators of the Company will call, organize and run the E.G.S.M. who will
decide, in accordance with the legal framework, the carrying out of the buy-back of shares program with a corresponding reduction of the share
capital of the Company.
5. Approval of the discharge of the administrators for their activity in the fiscal year 2016.
6. Presentation and approval of the Income and Expenses Budget for 2017 and the Strategy for 2017.
7. Approval of recording in the fiscal year 2017 of the accounting registration in "incomes" of the dividends unclaimed for more than three years after
their chargeability, for which the right to shares is ended by prescription, respectively the dividends for the financial year of 2013, existing in the
balance as not paid on 01.10.2017.
8. Election of the Board of Administrators of S.I.F. Oltenia S.A. for a mandate of 4 years starting from the date of 21.04.2017.
1) Ciurezu Tudor
2) Radu Anina
3) Bușu Cristian
4) Stoian Nicolae
5) Popa Carmen
6) Berceanu Dorel
7) Oancea Mircea
8) Hanga Radu
9) Apostol Sorin
10) Avram Ioana – Valeria
11) Filip Ștefan
12) Căpitanu Victor
13) Micu Cristian
14) Giugiumică Liviu
15) Iliescu Bogdan George
16) Crețu Gabriel
17) Bobircă Ana Barbara
9. Maintaining, during the mandate of 4 years, the rights of the Board of Administrators members for exercising the mandate of administrator of S.I.F.
Oltenia S.A. and the rights of the senior management members (General Manager and Deputy General Manager) at the level established by the
S.I.F. Oltenia S.A. O.G.S.M. Decision no. 5 / 20.04.2013, published in the Official Gazette Part IV, no. 2562 / 15.05.2013.
10. Approval of the date of 10.07.2017 as registration date (ex-date: 07.07.2017), in accordance with applicable legal provisions.
THE POSTAL BALLOT (written form) IS VALID ONLY FOR S.I.F. OLTENIA S.A. O.G.S.M. ON 04 / 05.04.2017.
Place for stamp (legal person shareholder)
Date
Natural person shareholder signature or of the legal representative of the legal person shareholder ______________________________
Attention: on item 4 shall be voted “FOR” only one option and on item 8 shall be voted “FOR” the maximum of 7 persons, under the penalty of not taking into consideration the vote for the specific items
NOTE: Depending on the mean of expressing of the postal vote based on ballot (ballot – written form or ballot sent electronically using the electronic signature) shall be observed for each mean in part "the Voting procedure"
approved by the Board of Administrators of S.I.F. Oltenia S.A. for the O.G.S.M. on 04 / 05.04.2017.
We mention that for the validation of the ordinary general meeting deliberations on 04.04.2017 it is required the presence of shareholders representing at least half of the share capital, and the decisions must be made by the
shareholders holding the majority of the votes cast. If the validity conditions are not met, the meeting will be held on a second call, respectively on 05.04.2017, being able to deliberate on issues on the agenda, irrespective of
the share capital represented by the shareholders present / represented, the decisions being made by the majority of the votes cast.
I state on my own responsibility that " I AM NOT * " / " I AM ** " under the incidence of the provisions of art. 2861 of Law no. 297/2004, with subsequesnt amendments and completions and the RNSC/FSA Instruction no. 6/2012
regarding the exceeding of the limit of 5% of shares holdings in SIF Oltenia SA with persons I act in concert. This statement is given knowing the legal consequences of false statements provided and punished by the Penal Code
Filling way: * in this situation " I AM " is crossed; ** in this situation " I AM NOT " is crossed and the list of the persons involved containing elements of their identification and the number of shares held at the reference date –
23.03.2017, is attached to the voting form.
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