Notice of O&EGSM April 28 / May 2, 2023

Nr. 1362/22.03.2023

To:          

Financial Supervisory Authority

Financial Instruments and Investments Sector

Bucharest Stock Exchange

CURRENT REPORT

 In compliance with the provisions of Law no. 24/2017 on issuers of financial instruments and market operations and Regulation no. 5/2018 on issuers of financial instruments and market operations

Date of the report: March 22, 2023

Name of issuer: SSIF BRK Financial Group SA

Headquarters: Cluj-Napoca, 119 Motilor Street, Cluj County

Telephone/fax no: 0364-401.709/0364-401.710

Tax Identification Code: 6738423

Trade Register no/date: J12/3038/1994

Subscribed and paid share capital: RON 50,614,492.80

Regulated market where issued securities are traded: Bucharest Stock Exchange, - Premium Tier, market symbol: BRK

Convening of the Extraordinary General Meeting of Shareholders on April 28 / May 2, 2023

Pursuant to the Decision of 21.03.2023, the Board of Directors of SSIF BRK FINANCIAL GROUP S.A., registered at ORC Cluj under no. J12 / 3038/1994, CUI 6738423, with its registered office in Cluj-Napoca, str. Motilor no. 119, (hereinafter referred to as “the Company”), in accordance with the provisions of Law no. 31/1990 regarding the commercial companies, Law no. 126/2018 on the markets of financial instruments and FSA regulations for its application, as well as with the provisions of the Articles of Association of the Company, convenes the Extraordinary General Meeting of Shareholders (used hereinafter abbreviated as “EGMS”), according to legal and of the constitutive act, for the date of 28.04.2023, at 11:00, at the company's headquarters, Cluj-Napoca, 119 Motilor Street, Cluj County, for all shareholders registered in the register of shareholders at the end of 13.04.2023, established as a reference date. In case of non-fulfillment of the statutory conditions or any other conditions of validity, the EGMS will be held on 02.05.2023, at 11:00, in the same place, having the same agenda for all shareholders registered in the shareholders register on the same reference date.

The Extraordinary General Meeting of Shareholders will have the following items on the agenda:

1. Approval of the conclusion by the administrators of the company of the acts of acquisition, alienation, exchange or establishment as a guarantee of some assets from the category of fixed assets of the company, the value of which exceeds, individually or cumulatively, during a financial exercise, 20% of the total fixed assets, for each of the 2024, 2025 and 2026 financial years.

2. Approval of the date of 19.05.2023 as the date of registration (ex-date 18.05.2023) of the shareholders affected by the effects of the decisions adopted by the Extraordinary General Meeting of Shareholders, according to art. 87 of Law no. 24/2017.

3. Approval of the mandate, with the possibility of substitution, of Mrs. Ivan Monica-Adriana and Mr. Rat Razvan Legian, so that together or separately, to carry out all the procedures and formalities provided by law, including the amendment of the constitutive act for carrying out the decisions of the Assembly, submit and take documents and sign for this purpose on behalf of the Company, in relation to the Trade Register, FSA, BVB, as well as with other public or private entities.

At the Extraordinary General Meeting of Shareholders are entitled to participate and vote all registered shareholders at the end of the day of 13.04.2023 set as the reference date.

The access of the shareholders entitled to participate in the “EGMS” is allowed by the simple proof of their identity, made in the case of the individual shareholders with the identity document, and in the case of the legal shareholders and of the represented natural shareholders, with special or general power of attorney, for the natural person who also represents the identity document of the representative. The power of attorney form can be obtained from the Company's headquarters starting with 27.03.2023 and from the website www.brk.ro, being available in both Romanian and English.

The special or general power of attorney will be drawn up in three original copies (one for the company, one for the principal, one for the agent). Proxies and a copy of the identity document or certificate of registration and the certificate of registration issued by the trade register or any other document issued by a competent authority of the state in which the shareholder is legally registered (up to 3 months old compared to the date of publication of the convening notice of the general meeting) will be submitted / sent in original at the Company's headquarters or sent by e-mail until 26.04.2023 at 11.00, to the email address office@brk.ro  .

In the case of a special power of attorney granted by a shareholder to a credit institution providing custody services, it shall be signed by that shareholder and shall be accompanied by a statement of responsibility given by the credit institution that received the power of attorney, which shows that:

- the credit institution provides custody services for that shareholder,

- the instructions in the special power of attorney are identical to the instructions in the SWIFT message received by the credit institution to vote on behalf of that shareholder,

- the special power of attorney is signed by the shareholder.

On the date of the meeting, at the entrance to the meeting room of the general assembly, the designated representative will hand over the original power of attorney, if it has been sent by e-mail with the electronic signature incorporated, and a copy of his identification documents.

One or more shareholders, representing individually or together at least 5% of the share capital, have the right to enter items on the agenda of the General Meetings.

Proposals for the introduction of new items on the agenda of the general meeting, ie draft decisions for items included or proposed to be included on the agenda of the general meeting, will be accompanied by copies of the identification documents of the initiators. These refer to the identity documents (identity card / identity card) in the case of natural persons and the registration and ascertaining certificates or any other document issued by a competent authority of the state where the shareholder is legally registered (with a maximum age of 2 months compared to the date of publication of the convening notice of the general meeting) indicating the holders of the quality of legal representatives for the legal persons shareholders of the Company. 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, in Romanian or in English, and the determination of the status of legal representative will be based on the list of shareholders. provided by the Central Depository. The proposals will be submitted at the Company's headquarters, no later than 10.04.2023, at 17.00, in a sealed envelope, with the statement written in clear and capital letters “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS” or sent by e-mail, with electronic signature incorporated according to Law no. 455/2001, regarding the electronic signature, in the same term at the address: office@brk.ro, mentioning on the subject “FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS”.

Shareholders are informed that with regard to the proposals for the introduction of new items on the agenda of the meeting, it is necessary that for each item proposed by the initiators there is a justification or a draft decision proposed for adoption by the general meeting.

The latest updated version of the proxies and ballot papers by mail will be available on the company's website starting with 12.04.2023, at 17.00.

Each shareholder has the right to ask written questions to the Board of Directors before the date of the general meeting, regarding the items on the agenda, according to art. 198-199 of the FSA Regulation no. 5/2018. The answer is considered given if the requested information is published on the company's website.

Shareholders registered on the reference date in the register of shareholders have the opportunity to vote by mail, before the date of the meeting using the voting form by mail. The voting form by correspondence, together with a copy of the identity document and / or the certificate of registration and the certificate issued by the ORC or any other document of the shareholder, issued by a competent authority in which the shareholder is legally registered (with a seniority of no more than 3 months compared to the date of publication of the convening notice of the general meeting) will be sent to the Company, in original, at its headquarters or by e-mail, with extended electronic signature, incorporated according to Law no. 455/2001, at the email address office@brk.ro, until 26.04.2023 at 11.00. The forms will be written in either Romanian or English. Shareholders who have voted by special proxies or ballot papers by mail may change their initial voting option or means of voting, being considered valid the last vote cast and registered until 26.04.2023, 11.00.

In the event that the shareholder who cast his vote by mail participates in person or through a representative at the general meeting, the vote by mail cast for that general meeting will be canceled. In this case, only the vote cast in person or by the representative shall be taken into account.

Mailing ballot forms, special proxy forms (both available in Romanian and English), documents and information materials on the issues on the agenda, including draft decisions, are made available to shareholders from of 27.03.2023, 17.00 on the company's website at www.brk.ro and at the company's headquarters in Cluj-Napoca, 119 Motilor Street.

The documents provided in a foreign language, other than English (except for the identity documents valid on the Romanian territory), will be accompanied by the translation made by an authorized translator in Romanian or in English.

The Board of Directors recommends to the shareholders to consult the support materials for the EGMS, available on the website www.brk.ro starting with the date of publication of the document in the Official Gazette of Romania, part IV.

Convening of the Ordinary General Meeting of Shareholders on April 28 / May 2, 2023

Pursuant to the Decision on 21.03.2023, the Board of Directors of SSIF BRK FINANCIAL GROUP S.A., registered at ORC Cluj under no. J12/3038/1994, CUI 6738423, with registered office in Cluj-Napoca, 119 Motilor Street (hereinafter referred to as “the Company”), in accordance with the provisions of Law no. 31/1990 regarding the commercial companies, Law no. 126/2018 on the markets of financial instruments and of the FSA regulations for its application, as well as with the provisions of the Company’s articles of association, convenes the Ordinary General Meeting of Shareholders (used hereinafter abbreviated as “OGMS”), according to legal and of the constitutive act, for the date of 28.04.2023, at 12:00, at the company's headquarters, Cluj-Napoca, 119 Motilor Street, Cluj County, for all shareholders registered in the register of shareholders at the end of 13.04.2023, established as a reference date. In case of non-fulfillment of the statutory conditions or any other conditions of validity, the OGMS will be held on 02.05.2023, at 12:00, in the same place, having the same agenda for all shareholders registered in the shareholders register on the same reference date.

The Ordinary General Meeting of Shareholders will have the following items on the agenda:

1. Presentation, discussion and approval of the audited individual and consolidated financial statements of the Company for the financial year 2022 and prepared in accordance with International Financial Reporting Standards, based on the Directors' Report and the Company's Financial Auditor's Report.

2. Ratification of the investment decisions in the subsidiaries of Romlogic Technology SA, GoCab Software SA from 2022 and of the financing granted to the subsidiaries.

3. Approval of the discharge of the directors of the Company for the activity carried out in the financial year 2022, based on the reports presented.

4. Establishing and approving the remuneration of the members of the Board of Directors and the additional remuneration of the members of the Board in charge of specific functions, for the financial year 2023 and until the first OGMS balance sheet in 2024.

5. Approval of the remuneration policy of the non-executive directors and of the company's managers in accordance with art. 106 of Law no. 24/2017 regarding the issuers of financial instruments and market operations and the mandate of the Board of Directors for the fulfillment of the formalities.

6. Submission of the remuneration report of the management structure of the company related to the financial year 2022 to the consultative vote of the OGMS, according to the provisions of art. 107 of Law no. 24/2017.

7. Presentation, discussion and approval of the Investment Program and the Revenue and Expenditure Budget for the financial year 2023.

8. Approval of the 2023-2028 strategy.

9. Approval of the date of 19.05.2023 as the date of registration (ex-date 18.05.2023) of the shareholders affected by the effects of the decisions adopted by the Ordinary General Meeting of Shareholders, according to art. 87 para. (1) of Law no. 24/2017.

10. Approval of the mandate, with the possibility of substitution, of Mrs. Ivan Monica-Adriana and Mr. Rat Razvan Legian, so that together or separately, to carry out all the procedures and formalities provided by law, including the modification of the constitutive act for carrying out the decisions of the Assembly, submit and take documents and sign for this purpose on behalf of the Company, in relation to the Trade Register, ASF, BVB, as well as other public or private entities.

At the Ordinary General Meeting of Shareholders are entitled to participate and vote all registered shareholders at the end of the day of 13.04.2023 set as the reference date.

The access of the shareholders entitled to participate in the “OGMS” is allowed by the simple proof of their identity, made in the case of the natural shareholders with the identity document, and in the case of the legal shareholders and of the represented natural shareholders, with special or general power of attorney, given to the natural person who also represents him and the identity document of the representative. The power of attorney form can be obtained from the Company's headquarters starting with 27.03.2023 and from the website www.brk.ro, being available in both Romanian and English.

The special or general power of attorney will be drawn up in three original copies (one for the company, one for the principal, one for the agent). Proxies and a copy of the identity document or certificate of registration and the certificate of registration issued by the trade register or any other document issued by a competent authority of the state in which the shareholder is legally registered (up to 3 months old compared to the date of publication of the convening notice of the general meeting) will be submitted / sent in original at the Company's headquarters or sent by e-mail until 26.04.2023 at 12.00, to the email address office@brk.ro.

In the case of a special power of attorney granted by a shareholder to a credit institution providing custody services, it shall be signed by that shareholder and shall be accompanied by a statement on its own responsibility given by the credit institution that received the power of attorney, which shows that:

- the credit institution provides custody services for that shareholder,

- the instructions in the special power of attorney are identical to the instructions in the SWIFT message received by the credit institution to vote on behalf of that shareholder,

- the special power of attorney is signed by the shareholder.

On the date of the meeting, at the entrance to the meeting room of the general assembly, the designated representative will hand over the original power of attorney, if it was sent by e-mail with the electronic signature incorporated, and a copy of his identification documents.

One or more shareholders, representing individually or together at least 5% of the share capital, have the right to enter items on the agenda of the General Meetings.

Proposals for the introduction of new items on the agenda of the general meeting, respectively the draft decisions for items included or proposed to be included on the agenda of the general meeting, will be accompanied by copies of the identification documents of the initiators. These refer to the identity documents (identity card / identity card) in the case of natural persons and the registration and ascertaining certificates or any other document issued by a competent authority of the state where the shareholder is legally registered (with a maximum age of 2 months compared to the date of publication of the convening notice of the general meeting) indicating the holders of the quality of legal representatives for the legal persons shareholders of the Company. Documents certifying the status of legal representative drawn up in a foreign language other than English will be accompanied by a translation made by an authorized translator, in Romanian or in English, and the determination of the status of legal representative will be based on the list of shareholders. provided by the Central Depository. The proposals will be submitted at the Company's headquarters no later than 10.04.2023, at 17.00, in a sealed envelope, with the statement written in clear and capital letters “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS” or sent by e-mail, with signature electronic incorporation according to Law no. 455/2001, regarding the electronic signature, in the same term at: office@brk.ro, mentioning on the subject “FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS”.

Shareholders are informed that with regard to the proposals for the introduction of new items on the agenda of the meeting, it is necessary that for each item proposed by the initiators there is a justification or a draft decision proposed for adoption by the general meeting.

The latest updated version of the proxies and ballot papers by mail will be available on the company's website starting with 12.04.2023, at 17.00.

Each shareholder has the right to address written questions to the Board of Directors before the date of the general meeting, regarding the items on the agenda, according to art. 198-199 of the FSA Regulation no. 5/2018. The answer is considered given if the requested information is published on the company's website.

Shareholders registered on the reference date in the register of shareholders have the opportunity to vote by mail, before the date of the meeting using the voting form by mail. The voting form by correspondence, together with a copy of the identity document and / or the certificate of registration and the certificate of verification issued by the ORC or any other document of the shareholder, issued by a competent authority of the state in which the shareholder is legally registered (with a seniority of no more than 3 months compared to the date of publication of the convening notice of the general meeting) will be sent to the Company, in original, at its headquarters or by e-mail, with extended electronic signature, incorporated according to Law no. 455/2001, at the email address office@brk.ro, until 26.04.2023 at 12.00. The forms will be written in either Romanian or English. Shareholders who voted by special proxies or ballot papers by mail may change their initial voting option or means of voting, being considered valid the last vote cast and registered until 26.04.2023, at 12.00.

In the event that the shareholder who cast his vote by mail participates in person or through a representative at the general meeting, the vote by mail cast for that general meeting will be canceled. In this case, only the vote cast in person or by the representative shall be taken into account.

Mailing ballot forms, special proxy forms (both available in Romanian and English), documents and information materials on the issues on the agenda, including draft decisions, are made available to shareholders from of 27.03.2023, 17.00 on the company's website at www.brk.ro and at the company's headquarters in Cluj-Napoca, 119 Motilor Street.

The Board of Directors recommends to the shareholders to consult the support materials for the OGMS, available on the website www.brk.ro starting with the date of publication of the document in the Official Gazette of Romania, part IV.

Monica Ivan

General Manager