SIF Oltenia : Current Report - 20.01.2021 Notice of OGSM on 24.02.2021

Translation from Romanian into English

No. 453 / 20.01.2021

To: BUCHAREST STOCK EXCHANGE

Fax no.: 021-307.95.19

FINANCIAL SUPERVISORY AUTHORITY

Financial Instruments and Investments Sector Fax no.: 021-659.60.51

CURRENT REPORT

according to the FSA Regulation no. 5/2018

regarding the issuers and securities transactions

Report date: 20.01.2021

Name of the issuer: Societatea de Investiţii Financiare OLTENIA S.A.

Headquarters: Dolj County, Craiova, 1 Tufănele Street, postal code 200767

Phone/Fax: [phone]-419.340

Fiscal Registration Code: RO 4175676

Order number at the Trade Register: J16/1210/30.04.1993

FSA Register Number:PJR071AFIAA/160004/15.02.2018

ISIN: ROSIFEACNOR4

LEI Code: 254900VTOOM8GL8TVH59

Depozitory-Custodian:Raiffeisen Bank S.A.

Depozitory: Depozitarul Central Bucuresti

Share capital subscribed and paid: 52,214,914.30 lei

Regulated market on wich the issued securities are traded on: Bucharest Stock Exchange - Shares, Premium Tier (market symbol SIF5)

Important event to report:

Calls for the S.I.F. Oltenia S.A. General Ordinary Assembly ofShareholders on 24.02.2021

THE MANAGING BOARD

of

SOCIETATEA DE INVESTITII FINANCIARE OLTENIA S.A.

headquartered in Dolj, Craiova, 1 Tufanele street,

Trade Reg. No. J16/1210/1993

Company registration code: RO 4175676 LEI code 254900VTOOM8GL8TVH59 Registered capital: 52,214,914.30 LEI

having met on 20.01.2021

CALLS

THE GENERAL ORDINARY ASSEMBLY OF SHAREHOLDERS

for 24.02.2021

The assembly will convene at Golden House Hotel of Craiova, 18 Brestei street. The shareholders registered by the end of 12.02.2021, which is classified as the reference date, are entitled to participate and vote.

The hour established for the beginning of the works of the GENERAL ORDINARY ASSEMBLY is 11:00.

The notice is made in compliance with the provisions of Law no. 31/1990R, as subsequently amended and supplemented, of Law no. 24/2017, of the FSA enforcing regulations and of the articles of incorporation of SIF Oltenia SA.

The company's registered capital includes 522,149,143 nominal shares, with a nominal value of 0.10 LEI each, dematerialized and indivisible, of which 500,000,000 with voting rights; each of these shares entitles to a vote in the general assembly of shareholders.

THE AGENDA OF THE GENERAL ORDINARY ASSEMBLY OF

SHAREHOLDERS

1. Electing the meeting's secretarial team, including 3 members, i.e. Ms Cimpoeru Ana - Internal Auditor, Mr Nedelcu Ion Eugen and Mr Pauna Ioan, whose identification data are available at the company's headquarters. Mr Pauna Ioan will be elected the meeting secretary, who will draw up the assembly's minutes. The proposed persons are shareholders of SIF Oltenia SA.
2. The appointment of notary public Virgil Claudiu Faurar, from the Notary Public Office - SPN Doina Faurar of Craiova, Dolj, for the supervision of the operations incurred by the meeting secretaries, according to art. 129 par. (3) of Law no. 31/1990 R, at the company's expense.
3. Electing the commission to count the votes expressed by the shareholders regarding the items on the agenda of the General Ordinary Assembly of Shareholders, including three members: Ms Popescu Florentina, Ms Balan Viorica and Ms
   Talea Mihaela, whose identification data are available at the company's headquarters.
   The proposed persons are shareholders of SIF Oltenia SA.
4. The presentation and approval of the individual and consolidated financial statements of SIF Oltenia SA as of 31.12.2019, drawn up according to Guideline no. 39/2015 on the approval of Accounting Regulations complying with the International Financial Reporting Standards, applicable to entities authorized, regulated and supervised by the Financial Supervisory Authority for Financial Instruments and Investments, based on the reports of the Managing Board and of the Financial Auditor.
5. Approval of the allocation of the net profit for the 2019 financial exercise, of 124,132,273.67 LEI, as follows:
   a). Dividends: 52,214,914.30 lei (42.0639% of the net profit), which ensures a gross dividend per share of 0.10 lei.
   The proposed dividend ensures a shareholder compensation rate of 4.70%, calculated at the average share trading price in 2019 (2.1272 lei/share) and 3.91% calculated at the closing price for 2019 (2.56 lei/share).
   b). Other reserves (the company's own funding sources): 71,917,359.37 lei(57.9361% of the net profit) in order to establish the required funds for investments, especially for the development of a programme for the redemption of 22,149,143 own shares with a view to reducing the company's registered capital.
6. Approval of the payments incurred by the company during 01.07.2020 - 16.07.2020 as "dividends allocated from the net profit of 2019 and paid based on the Financial Instruments Holders Register as of 12.06.2020 (the registration date established in the GOAS attendance notice of 28.04.2020)", of 36,093,495.47 LEI, for 5,447 shareholders of SIF Oltenia SA
   and
   establishing - with a view to ensuring the shareholders' equal treatment - the existence of receivables against the company, with a total gross value of 16,121,418.83 lei held by 5,730,349 shareholders of SIF Oltenia SA, registered in the

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Financial Instruments Holders Register as of 12.06.2020 (the registration date established in the GOAS attendance notice of 28.04.2020), representing dividends allocated from the net profit of 2019 whose payment was suspended as of 16.07.2020. Approval of the company's payment of the required amounts to settle the receivable with a total gross value of 16,121,418.83 LEI held by 5,730,349 shareholders of SIF Oltenia SA, registered in the Financial Instruments Holders Register as of 12.06.2020 (the registration date established in the GOAS attendance notice of 28.04.2020), representing dividends allocated from the net profit of 2019 whose payment was suspended as of 16.07.2020. The date of 22.03.2021 is approved as the Date of Payment of dividends allocated from the net profit of 2019 whose payment was suspended as of 16.07.2020, to the 5,730,349 shareholders of SIF Oltenia SA, registered in the Financial Instruments Holders Register as of 12.06.2020. Dividends will be allocated to shareholders according to legal provisions; payment-related costs will be borne by the shareholders from the value of net dividends.

1. Presentation and acknowledgement of the Revenues and Expenses Budget for 2020 and of the Strategy for 2020.
2. Approval of the administrators' accounts for the activity they performed during the 2019 financial exercise.
3. The election of an administrator as a member of the Managing Board of Societatea de Investitii Financiare Oltenia SA, for a term of office equal to the remaining term of the administrators holding office. The new administrator will exercise his/her mandate as of his/her authorization by the Financial Supervisory Authority.
4. Approval of the date 12.03.2021 as the registration date and 11.03.2021 as the ex date, according to the legal provisions in force, for the determination of shareholders affected by the adopted decisions.

For the enforcement of the provisions of Law no. 24/2017 and FSA Regulation no. 5/2018, shareholders representing 5% of the registered capital by themselves or jointly are entitled:

• to introduce items on the agenda of the general assembly, provided that each item is accompanied by a supporting document or a draft decision proposed to be adopted by the general assembly;
• to present decision drafts for the items included or proposed to be included on the agenda of the general assembly.
  Such rights can be exercised until 08.02.2021, 10:00 a.m..
  Each shareholder is entitled to ask questions regarding the items on the agenda of the general assembly, no later than 08.02.2021, 10:00 a.m., date of the registration number. The company can also answer by posting the answer on its website, under
  Informații Investitori - Întrebări frecvente (Investor information - Frequently asked questions).
  The requests will be submitted in writing, in original, at the company's headquarters: S.I.F. Oltenia S.A. Craiova, 1 Tufanele street, Dolj county, under the signature of the shareholder or its legal representative. Moreover, the shareholders or legal representatives can send the requests with an extended electronic signature, according to Law no. 455/2001 on electronic signature, by e-mail to
  "[e-mail]". Irrespectively of the chosen transmission method, shareholders must mention clearly, in capital letters: PENTRU AGOA SIF OLTENIA SA DIN DATA DE 24/25.02.2021 (FOR SIF OLTENIA SA GOAS OF 24/25.02.2021.).
  For identification, the shareholders proposing additions to the agenda shall enclose documents certifying their identity (identity document for natural persons and,

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for legal entities, the legal representative's identity document along with the proof of his/her status as a legal representative, i.e. a certificate issued by the Trade Register, in original or in certified copy, or any other document, in original or in certified copy, issued by a competent authority from the state where the shareholder is legally registered, certifying his/her status as a legal representative) and a bank statement certifying the status of shareholder and the number of shares held as of the date of the request, issued by the Central Depository. The documents certifying the status of legal representative of the shareholder who is a legal entity will be issued no more than 3 months prior to the publication of the attendance notice for the general assembly of shareholders. The documents certifying the status of legal representative drawn up in a foreign language, other than English, will be accompanied by a translation made by a certified translator, into Romanian or English.

The same documents will be submitted by the shareholders submitting questions to the Managing Board.

Documents enclosed to requests sent by mail or courier service will be certified as certified copies by the signatories of the requests and, for those sent in electronic format, the holders of the extended electronic signature (shareholder or legal representative) will send an affidavit that the submitted documents are certified copies.

Since the agenda includes the election of a member of the Managing Board of SIF Oltenia SA, for a term of office equal to the remaining term of the administrators holding office, the applications for the position of administrator will be submitted from 25.01.2021, 10.00 a.m. to 03.02.2021, 4.00 p.m. The information regarding the documents to be contained therein, approved by the Managing Board, will be notified to those interested, being posted on the official website of SIF Oltenia SA - www.sifolt.ro- starting 20.01.2021. The list of applications will be drawn up after the procedure of submission, analysis, review and selection is covered, according to the provisions of FSA Regulation no. 1/2019 on the review and approval of the management members and persons holding key positions within the entities regulated by the Financial Supervisory Authority and the applicable regulations of SIF Oltenia SA. The applicants for the position of administrator will be reviewed during 04.02.2021 - 10.02.2021 by the Appointment and Compensation Committee and will be analysed by the Managing Board, who shall endorse the list of applications. The final list of applicants will be published on the company's website on 11.02.2021. The current members of the Managing Board or shareholders are entitled to appoint persons for the position of administrator, according to art. 117 par. (6) and art.1371 of Law no. 31/1990 R.

A person can attend the General Assembly on its own behalf or by means of a representative. Representatives can also be other persons than shareholders, based on a special or general power of attorney, according to Law no. 24/2017 on issuers of financial instruments and market operations and the FSA Regulation no. 5/2018 for its enforcement.

The special power of attorney can be granted to anyone for representation in a single general assembly and includes specific voting directions from the shareholders, clearly stating the voting option for each item on the agenda of the General Assembly. In this case, the provisions of art. 125 (5) of Law no. 31/1990 R, as subsequently amended and supplemented, are not applicable.

The general power of attorney can be granted by the shareholder, as the customer, to an intermediary (defined according to art. 2 par. (1) point 20 of Law 24/2017) or to an attorney, as provided by Law no. 24/2017, for no more than 3 years. A copy of the general power of attorney shall be submitted to S.I.F. Oltenia

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