Frequently Asked Questions
Given the specificity of acquiring the shareholder’s status, the questions that may concern non-resident shareholders, discussed in the English section of the website, are different from those in Romanian, as they are addressed to a different public.
Should you need further information please contact our Investor Relations Office.
1. What are the rights of shareholders set forth in art.7 and art.13 of CNVM Regulation no. 6/2009 and how to prove the shareholder capacity?
Extract from CNVM Regulation no. 6/2009 regarding the exercise of certain rights of shareholders in the general meetings of shareholders, with the amendments enforced by CNVM Regulation no. 7/2010:
(1) One or more shareholders representing individually or jointly at least 5% of the share capital has/have the right to:
a) add items on the agenda of the general meeting, provided that each item is accompanied by a justification or a draft resolution proposed to be adopted by the general meeting; and
b) to submit draft resolutions for the items included or proposed to be included on the agenda of the general meeting.
(2) The rights provided in par. (1) can be exercised only in writing (sent by courier or by electronic means)
(3) The shareholders may exercise the rights provided in par. (1) indent a) and b) not later than 15 days from the publication of the convening notice.
(4) If the exercise of the right provided in par. (1) indent a) determines changes to the agenda of the general meeting already communicated to the shareholders, the company must make available a revised agenda, using the same procedure as the one used for the previous agenda, prior to the applicable reference date defined in art.2 indent d) and in compliance with the deadline stipulated by Law no. 31/1990, republished, with subsequent amendments and supplements, so that to allow the other shareholders to appoint a representative or, if applicable, to vote by mail.
(1) Every shareholder has the right to ask questions related to the items on the agenda of the general meeting. The company shall answer the questions put by shareholders.
(2) The right to ask questions and the obligation to answer is subject to the measures the companies might take to ensure the identification of shareholders, the good order of the general meeting and their preparation and the protection of confidentiality and business interests of the companies. Companies may provide one overall answer to questions having the same content. An answer is deemed to be given if the relevant information is available on the company webpage in a question-answer format.”
Extract from CNVM Disposition of Measures No. 26/20.12.2012
Art. 4 (1) For legal person shareholders, the capacity as legal representative is proved by a certificate issued by the trade register, submitted in the original or certified copy, or any other document, in the original or certified copy, issued by a competent authority in the state where the shareholder is registered, attesting the capacity as legal representative. The documents certifying the capacity as legal representative of the legal person shareholder shall be issued no later than three months prior to the publication of the convening notice of the annual general meeting.
(2) The documents attesting the capacity as legal representative submitted in a foreign language, other than English, will be accompanied by the authorized translation thereof into Romanian or English. The issuer will not require legalization or apostille for the documents attesting the capacity of legal representative of the shareholder.
(3) The aforementioned provisions in paragraphs (1) and (2) shall apply accordingly also for proving the capacity as legal representative of the shareholder who proposes to add new items on the AGM agenda or who asks questions to the issuer regarding the items on the AGM agenda.”
Art. 5 In the Disposition of measures no. 3/2012, article 1 has been amended and it reads as follows:
”Art. 1 In order to identify and prove the capacity to act as a shareholder of a person who asks questions in accordance with art.13 in CNVM Regulation no. 6/2009 or who makes proposals for supplementing the agenda in accordance with art. 7 paragraph (1) indent a) in the same regulation, the issuer company may require to the respective person to submit documents attesting his/her identity, as well as the account statement certifying the capacity as shareholder and the number of shares held, issued by the central depository or, where applicable, by the participants as defined in art. 168 paragraph (1) indent b) in Law no. 297/2004 which provide custodian services.”
2. How can shareholders request additional ittems on the AGM Agenda?
According to art. 117^1 of Law 31/1990 with the further amendments and supplements:
(1)One or more shareholders representing, alone or together, at least 5% of the share capital have the right to request to add new items on the agenda.
(2) The applications are submitted to the Board of Directors within maximum 15 days from the date of convening, in view to publish and disclose these to other shareholders. If there is an item on the agenda regarding the appointment of the members of the Board of Directors, respectively of the members of the supervision committee, and the shareholders intend to propose candidates, the applications will comprise information regarding the name, location of residence and professional qualification of the persons proposed for the respective positions.
(3) The agenda completed with the items proposed by the shareholders, subsequent to the convening of the meeting, must be published in compliance with the provisions of the law and/or the articles of incorporation for convening the general meeting within at least 10 days before the general meeting, at the date stated in the initial notice.
3. What dividend policy does the Compay have?
The dividend is a portion of a company’s earnings that is paid to every shareholder relative to the shares held as of the record date. The amount of the dividend per share, record date, and payment date are set forth by the general meeting of the shareholders.
SIF Banat-Crișana’s dividend policy aims to keep a balance between the remuneration of the shareholders through dividends and the need to finance investments from the reinvested profit.
Further details are presented in the Corporate Governance section.
4. How can I buy or sell SIF 1 shares?
Any investor, Romanian or foreign, can buy or sell SIF 1 shares on the Bucharest Stock Exchange through a brokerage firm authorized by the The Financial Supervisory Authority (ASF). The first step would be to choose and contact a firm that will intermediate for you the share trading on the stock exchange.
A list of intermediaries on Bucharest Stock Exchange is available at: http://www.bvb.ro/Intermediaries/ListOfIntermediaries/GeneralIndex
5. What is the “reference date”?
The “reference date” is the date set by the Company’s Board of Directors, which serves to identify the shareholders who are entitled to attend and vote at the General Meeting of Shareholders (GMS). The reference date must be subsequent to the publication of the GMS Convening Notice and prior to the GMS.
6. What is the “registration date”?
Art. 2 par. (2) letter f) of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations defines registration date as follows:
“registration date – expressly specified calendar date, i.e. dd/mm/yyyy set out by the general meeting of shareholders, hereinafter referred to as GMS whose purpose is to identify shareholders who are going to benefit from dividends or other rights and whom GMS decisions shall impact. The registration date is determined also for GMS decisions with regard to corporate events”
7. What is the “ex date”?
Art. 2 par. (2) letter l) of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations defines ex date as follows:
”ex date – date prior to the registration date with a settlement cycle less one business day as of which the financial instruments subject to decisions made by the corporate bodies are traded without the rights derived from the respective decision. The ex date is calculated by taking regard of the settlement cycle T + 2 business days”.
8. What is the “special proxy”?
The “special proxy” means the empowerment a shareholder gives to a natural or a legal person to attend and vote at a general meeting in his name.
9. How do I receive the due dividends?
The right to collect the dividends shall be extinguished after a period of three years from their payment commencement date, in accordance with the provisions of the laws in force.
10. Who makes the changes in SIF Banat-Crisana’s shareholders register?
SIF Banat-Crisana’s shareholders register is maintained by Depozitarul Central S.A. Bucharest, the registrar company.
You can obtain information on the operations performed by the central registrar, the documents requested to shareholders, their successors and the persons empowered by the shareholders and the taxes charged for different operations if you contact Depozitarul Central.
11. How do I update my personal identity data recorded in the shareholder register?
The changes in the individual’s personal data (e.g. changes of name, address, personal identity number) are performed only by the registrar company, namely Depozitarul Central.
This means that you have to contact and request the changes in your personal data to the Depozitarul Central.
It is very important that the latest personal data to be recorded in the shareholders register.
In accordance with the legal provisions, the information in this register represent the basis for the identification of the shareholders who are entitled to attend the Annual General Meetings or who are eligible to receive dividends.
Further information about the procedure to change the identification data in the shareholders registry, the necessary documents, the taxes charged, and so on are available on www.depozitarulcentral.ro.