Current Report regarding the information
provided in art 92 of the BVB Code
Report data 23.03.2023
Issuer Entity Name SIF HOTELURI SA
Registered Office: Oradea, Piata Emanuil Gojdu, nr.53, bl. A10, jud Bihor
Phone Number 0259 475 271
Registration Code at ORC: RO56150
Registered business number of Bihor County: J05/126/1991
Subscribed Registered Capital: 80.356.102,50 lei
Paid Up Share Capital: 80.356.102,50 lei
Regulated market trading issued securities: BVB Bucuresti
Important events reported:
Convening of the Ordinary General Meeting of Shareholders
SIF Hoteluri SA from April, 27(28), 2023
BOARD OF DIRECTORS OF SIF HOTELURI SA based in Oradea, Piata Emanuil Gojdu no.53, bl. A 10, with a share capital subscribed and paid 80.356.102,50 lei registered at ORC under the no. J5/126/1991, with VAT number RO56150, met in the meeting of 23.03.2023 in accordance with the provisions of art. 117 in conjunction with art. 119 of Law 31/1990R on companies, with the provisions of art. 105 para. (23) from Law no. 24/2017 regarding issuers of financial instruments and market operations, of the ASF regulations and the provisions of the Constitutive Act,
SUMMONS
The Ordinary General Meeting of Shareholders (OGMS) on April, 27, 2023 at 12:00 in Oradea, Piata Emanuil Gojdu no. 53, bl. A 10. At the meeting are entitled to attend and vote only shareholders registered in the Register shareholders maintained by the Central Depository at the end of the day April, 18, 2023, establishing that date. Where the conditions of validity, the second meeting of OGMS is set for April, 28, 2023 at 12:00, with the same agenda and the same address.
The Ordinary General Meeting of Shareholders shall have the following agenda:
1. Approval of the financial statements related to the 2022 financial year drawn up in accordance with MFP Order no. 2844/2016 for the approval of IFRS-compliant accounting standards, based on the discussions and reports presented by the Board of Directors and the Financial Auditor's Report, including the remuneration report for the year 2022 subject to the advisory vote of the AGOA according to the provisions of art. 107 of Law no. 24/2017.
2. Approval of the distribution of the net accounting profit achieved in the financial year 2022, in the amount of 1,748,205.46 lei, as follows: the allocation of the amount of 127,303 lei for the legal reserve and the use of the amount of 1,620,902.46 lei to cover losses from previous years in in accordance with the legal provisions.
3. Approval of administrators' discharge for the financial year 2022.
4. Approval of the revenue and expenditure budget and the investment plan for 2023.
5. Approval of the monthly remuneration due to the members of the board of directors for the current financial year.
6. Approval of the revocation of Ms. Andrei Eugenia as a member of the Board of Directors of SIF HOTELURI S.A. starting with the date of 01.05.2023, as a result of relinquishing the mandate.
7. Election of an administrator on the vacant seat for a mandate equal to the remaining period until the expiration of the mandate of the administrators in office (31.03.2024).
8. Approval of the remuneration of the appointed administrator in the same amount as the remuneration established for the other administrators for the current financial year.
9. Mandate from the company of a person in order to negotiate and sign the management contract with the new administrator.
10. Approval of the general limits of directors' remunerations for the current financial year.
11. Approval of the date of: (i) May 18, 2023 as the registration date and (ii) May 17, 2023 as ex-data in accordance with the provisions of art. 87 paragraph (1) of the law no. 24/2017 and of the ASF Regulation no. 5/2018.
12. Empowering General Director Vasile Radu Birlea to sign the decisions of OGMS and all the documents necessary for the implementation of the decisions of OGMS.
13. The mandate of Mr. Vasile Radu Birlea, with the possibility of substitution, to: (i) sign, on behalf of the Company and/or the Company's shareholders: the decisions of the present Ordinary General Meeting of Shareholders, any and all decisions, documents, applications, forms and the requests adopted/prepared for the purpose or for the execution of the decisions of this Ordinary General Meeting of Shareholders in relation to any natural or legal person, private or public and for (ii) to carry out all the legal formalities for the implementation, registration, publicity, opposability, execution and publication adopted decisions.
In accordance with the provisions of art. 1371 of Law no. 31/1990, current members of the board of directors or shareholders have the right to nominate candidates for the post of administrator. Proposals for the position of administrator can be made until March 31, 2023 (inclusive) and will be accompanied by the following documents: (a) the CV of the nominated person, which will include mentions of professional training; (b) copy of the identity document; (c) proof of the shareholder quality of the person making the nomination. The list of persons proposed for the position of administrator, including information on the name, place of residence and professional qualification, will be made available to the shareholders both on the company's website www.sif-hoteluri.ro and at the registered office.
Shareholders may exercise their right to vote, by representative or by mail. Representation of shareholders in general meeting of shareholders can be made by persons other than shareholders, by a general or special powers. General authorization may be granted to a shareholder, as a customer, only a lawyer or intermediary defined in Art. 2 para. 1 pt. 19 of Law no. 24/2017 regarding the issuers of financial instruments and market operations. The company will accept a general power of attorney without requesting other additional documents regarding the respective shareholder, if the general power of attorney complies with the provisions of art. 205 of the ASF Regulation no. 5/2018, is signed by the respective shareholder and is accompanied by a statement on his own responsibility given by the legal representative of the intermediary or by the lawyer who received the power of attorney through the general power of attorney, stating that: (a) the power of attorney is granted by that shareholder, as a client, to the intermediary or, as the case may be, to the lawyer; (b) the general power of attorney is signed by the shareholder, including by attaching an extended electronic signature, if applicable.
The statement given by the legal representative of the intermediary or by the lawyer who received the power of attorney by general power of attorney must be submitted to the company in original, signed and, where appropriate, stamped, together with the general power of attorney, at the latest 48 hours before the general meeting of shareholders (April 25, 2023, 12:00), in case of first use.
A shareholder may appoint by proxy one or more alternate representatives to ensure its representation in the general meeting if the designated representative is unable to fulfill its mandate. If by proxy are more representatives alternates will determine the order in which they will exercise their mandate. Special powers (in Romanian or English) can be obtained at the company and on the company website (www. sif-hoteluri.ro) starting from March 27, 2023. Special powers (in Romanian or English) completed and signed will be submitted or sent to the company in original or are sent by e-mail with an extended electronic signature incorporated according to Law no. 455/2001 at secretariat@sif-hoteluri.ro, so as to be registered with the company at the latest until April 25, 2023, 12:00 (between 8:00-12:00). In case of transmission by post or courier, special powers of attorney and accompanying documents are sent to the address of the company from Oradea, Piata Emanuil Gojdu, no. 53, Bl. A10, postal code 410067, in closed envelope with the statement written in clear and capital letters "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS April 27 or 28, 2023". Special powers will be accompanied by the following documents: (a) for individuals, photocopy identification signal of the original or (b) in the case of legal persons or entities without legal personality, the legal representative is found basis to shareholders on the reference date, received from the Central Depository ( Depozitarul Central SA).
If the shareholders' register contains data on the legal representative, this quality is confirmed by a certificate issued by the Trade Registry presented in original or certified copy or other document in original or certified copy issued by a competent authority of the State in which the shareholder is legally registered certifying the legal representative, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders.
On OGMS, at the entrance to the meeting room, designated representatives will present their copy of the special power of attorney and ID.
Shareholders registered in the shareholders register at the reference date may vote by mail before the OGMS. Voting forms by mail in Romanian or in English can be obtained from the company's headquarters and from the company's website (www.sif-hoteluri.ro) starting with March 27, 2023. Mail voting form will be filed or will be sent by mail with return receipt or by any form of courier to the address in Oradea, Piata Emanuil Gojdu, no. 53, Bl. A10 Zip code 410067 in a sealed envelope clearly written statement in capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS April 27 or 28, 2023", to be registered with the company at the latest until April 25, 2023, 12:00 .
Mail voting form, completed and signed in original will be accompanied by the following documents: (a) for individuals, photocopy identification signal of the original or (b) in the case of legal persons or entities without legal personality, the legal representative is found under to shareholders on the reference date, received from the Central Depository. If the shareholder registry does not contain information on the legal representative capacity as is proved by a certificate issued by the Trade Register presented in original or certified copy or other document in original or certified copy issued a competent authority in the State where the shareholder is registered legally proving the legal representative, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders.
Documents attesting the legal representative drafted in a foreign language other than English will be accompanied by a translation made by a certified translation into Romanian or English. Issuer will not require legalization or apostille documents attesting the legal representative of the shareholder. Correspondence voting forms not registered at the Company until April 25, 2023, 12:00 will not be counted towards the quorum and majority in the Assembly.
In case the shareholder who has cast his vote by correspondence or through a representative attend the OGMS, their vote by mail will be canceled. In this case it has only considered their vote in person or by proxy.
According to the provisions of art. 117 ^ 1 alin. (1) of Law no. 31/1990, of art. 105 para. (3) of Law no. 24/2017 and of art. 189 of the ASF Regulation no. 5/2018, one or more shareholders representing individually or jointly at least 5% of the share capital may request the Board of Directors of the company to insert additional items on the agenda of the OGMS and / or the presentation of draft decisions for items included or proposed to be included on the agenda of the OGMS, subject to the following conditions:
- the request is made through a document that will be submitted or transmitted at the company (in a sealed envelope with the mention "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS April 27 or 28, 2023") additional items on the agenda of the OGMS no later than 15 days the publication in the Official convener respectively until April, 10, 2023, 16:00 provided that each such item is accompanied by a justification or a draft resolution to be adopted by OGMS.
- The request must be accompanied by a justification and / or a draft decision proposed for adoption;
- The request will be accompanied by the account statement from which results the quality of shareholder and the number of shares held, issued by Depozitarul Central SA or, as the case may be, by the intermediaries defined in art. art. 2 para. 1 point 19 of Law no. 24/2017.
Completed agenda items proposed by the initiators will be republished in compliance with legal requirements and / or association for convening the general meeting.
Shareholders have the right to ask questions about items on the agenda of the OGMS, questions to be submitted at the company no later than April, 11, 2023, 12:00, in a sealed envelope mentioning on the envelope in clear capital letters: "FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS April 27 or 28, 2023".
The company can formulate an answer, including by formulating a general answer to questions with the same content during the proceedings of the general and by posting the answer on your own website, in the "Frequently Asked Questions" section, if the information requested complies with the nature of public information, it shall not be included in the Company's agenda items or periodic reports and shall not affect the Company's business interests.
Requests for completion of the agenda, draft decisions and questions from shareholders will be accompanied by the following documents:
(a) for individuals, photocopy identification signal of the original or
(b) in the case of legal persons or entities without legal personality:
- documents attesting the quality of legal representative; the quality of legal representative is established based on the list of shareholders from the reference date, received from Depozitarul Central S.A. If the shareholder registry does not contain information on the legal representative, the quality is proved by a certificate issued by the Trade Register submitted in original or copy of the original or any other document in original or certified copy issued by a competent authority in the State where the shareholder is registered legally proving the legal representative, issued no later than 3 months before the date of publication of the convening notice of the general meeting of shareholders.
- the account statement from which results the quality of shareholder and the number of shares held, issued by Depozitarul Central S.A. or, as the case may be, by the intermediaries defined in art. art. 2 para. 1 point 19 of Law no. 24/2017.
Starting with March 27, 2023, all informative materials related to the issues included on the agenda of OGMS as well as the drafts of decisions, will be able to consult and procure from Monday to Friday between 10,00-13,00 o'clock from the company's headquarters from Oradea, Emanuil Gojdu Square, no. 53, pp. A10 and from the company's website www.sif-hoteluri.ro or at the phone number 0259. 475.271 (contact person Vasile Radu Birlea).
General manager
Birlea Vasile Radu