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 concerning the shareholders' meetings?
Shareholders’ rights are provided in art. 92 paragraph (3) – (6) of Law no. 24/2017:
(3) One or more shareholders representing, individually or collectively, at least 5% of the share capital shall have the right:
a) to put items on the agenda of the general meeting, provided that each such item is accompanied by a justification or a draft resolution to be adopted in the general meeting; and
b) to table draft resolutions for items included or to be included on the agenda of a general meeting.
(4) The rights referred to in Par. (3) may be exercised only in writing, submitted by postal services or electronic means.
(5) Shareholders may exercise the rights referred to in Par. (3) within maximum 15 days after the date of publication of the call.
(6) In the cases in which the exercising of the right provided at Par. (3) letter a) determines the modification of the agenda of the general meeting already communicated to the shareholders, the company shall make available a revised agenda, using the same procedure as the one used for the previous agenda, before the reference date of the general meeting of the shareholders, as defined in the regulations of ASF, as well as respecting the term provided at art. 117^1, Par. (3) of Law no. 31/1990, in a way in which this allows the other shareholders to designate a representative or, if the case, to vote by correspondence.
And by art. 198 of ASF Regulation no. 5/2018 on issuers of financial instruments and market operations
Art. 198. (1) Each shareholder has the right to ask questions regarding the items on the agenda of the general meeting. The company has the obligation to answer the questions asked by the shareholders.
(2) The right to ask questions and the obligation to respond may be made conditional on the measures which companies may take to ensure the identification of shareholders, the smooth running and preparation of general meetings, and the protection of the confidentiality and commercial interests of companies. Companies can formulate a general answer for questions with the same content. It is considered that an answer is given if the relevant information is available on the website of the company, in question-response format.
Concerning the shareholder status, ASF Regulation no. 5/2018 also provides:
Art. 193. Proof of shareholder status may be conditional only on the requirements necessary to identify the shareholders and only to the extent that they are proportionate to the intended purpose.
Art. 194. (1) The capacity of the shareholder, as well as, in the case of legal persons or entities without legal personality, the capacity of legal representative is established on the basis of the list of shareholders from the reference/registration date received by the issuer to the central depository or, as the case may be, for dates different from the reference/registration date, on the basis of the following documents submitted to the issuer by the shareholder, issued by the central depository or by the participants defined in art. 168 par. (1) point b) of Law no. 297/2004, which provides custody services:
a) the bank statement showing the shareholder capacity and the number of shares held;
b) documents evidencing the entry of information on the legal representative to the central depository/ participants.
(2) Documents attesting the capacity of a legal representative drawn up in a foreign language, other than English, shall be accompanied by a translation made by an authorized translator in Romanian or English language. The Issuer will not require the legalization or apostille of the documents certifying the shareholder’s capacity as legal representative.
The issuer may accept proof of legal representative capacity and on the basis of the documents deemed relevant by the issuer, submitted by the shareholder legal entity, issued by the trade registry or other similar authority in the State in which the shareholder is registered within its term of validity, if the shareholder did not provide the central depository/ the participant with adequate information on his/her legal representative.
Art. 195. In order to facilitate the identification of shareholders within GMS and, in the case of legal persons, their legal representatives, the shareholders register, respectively update in the Central Depository system by submitting an application to the Central Depository if their holdings are registered in individual accounts managed by the central depository, respectively addressed to the intermediary, if their holdings are registered in accounts managed by that intermediary, their identification data and, in the case of the shareholders legal persons and the legal representative, in compliance with art. 196, of Regulation no. 13/2005 and Regulation no. 10/2017.
Art. 196. (1) In order to facilitate the identification of the shareholders in the general meeting of the shareholders, the documents referred to in art. 146 par. (41) of Law no. 297/2004, accompanied by the entire documentation provided by the regulations of the central depository for the modification of identification data, are transmitted to the central depository by the shareholders directly or through the intermediaries whose clients they are, if these shareholders are the holders of individual accounts managed by the central depository.
(2) On the basis of the documents mentioned in par. (1), the central depository shall update in its records the identification data of the shareholders, according to its own regulations issued for this purpose.
(3) The shareholders holding individual accounts managed by the central depository have the obligation to return to the central depository, directly or through intermediaries, the documents stipulated in art. 146 par. (41) of Law no. 297/2004, as subsequently amended and supplemented, including, as the case may be, for legal persons, the data of the legal representative, whenever the previously submitted documents have been modified.
(4) If no documents have been transmitted, no changes shall be deemed to have occurred in the information recorded by the Central Depository.
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 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.roclear.ro.