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SIF BANAT CRISANA S.A. - SIF1

Announcement on the payment by SIF Banat-Crisana of the dividends for 2021

Release Date: 7/11/2022 6:05:10 PM

IRIS Code: A2E56

CURRENT REPORT

according to Regulation no. 5/2018 and Law no. 24/2017
on issuers of financial instruments and market operations

Report date: July 11, 2022

Issuer Societatea de Investitii Financiare Banat-Crisana SA (SIF Banat-Crisana) | Registered office 35A Calea Victoriei, Arad 310158, Romania | Phone +40257 304 438 | Fax  +40257 250 165 | Webpage www.sif1.ro | Email sifbc@sif1.ro| Tax Identification Code RO2761040 | Trade Register Number J02 / 1898 / 02.09.1992 | Number In ASF AFIAA Register PJR07.1AFIAA / 020007 / 09.03.2018 Number In ASF FIAIR Register PJR09FIAIR / 020004 / 01.07.2021 | Legal Entity Identifier (LEI) 254900GAQ2XT8DPA7274 | Subscribed and paid-up share capital RON 51,542,236.30 | Regulated market on which the issued securities are traded: Bucharest Stock Exchange (BVB) Premium category (symbol: SIF1)

Important event to be reported:

Announcement on the payment by SIF Banat-Crisana of the dividends for 2021

SIF Banat-Crisana informs the shareholders on the start of payment of the dividends for 2021, as per the Resolution no. 4 of the Ordinary General Meeting of Shareholders of April 28, 2022.

- The gross value of the dividend is of RON 0.0600 per share, and the related dividend tax will be withheld in the quotas provided by law or other specific regulations. Payment commissions are borne by shareholders from the amount of the net dividend.

- Payment of dividends will start on July 28, 2022 (“Payment Date”) and will be made through Depozitarul Central S.A. (“Central Depository”) and the Payment Agent - Banca Transilvania.

- The shareholders entitled to receive the amount of the above-mentioned dividend are those registered in the consolidated register of shareholders on July 12, 2022 (“Registration date”). Ex-date is July 11, 2022.

- In the case of deceased shareholders, dividends shall be paid at the request of one of the successors, only after Depozitarul Central has transferred the shares on the heirs’ name, in accordance with the procedure set out in Section 5,

We mention that the payment of dividends for 2021 is subject to the general legal limitation period. Thus, the shareholders can request the payment of these dividends only within a period of 3 years calculated from the Payment Date, respectively until July 28, 2025.

The methods and terms of dividend payment are as follows:

1. Payments through Participants (Custodian Banks or Brokers) - for individuals and legal entities or other entities having accounts opened with a Participant (intermediary participating in the clearing-settlement and registry system of Depozitarul Central):

For shareholders that are individuals, legal entities, or other entities who, on the Registration Date hold shares under Section II of SIF Banat-Crisana Shareholders Registry in an account opened with a Participant, dividends will be paid automatically via Depozitarul Central into the Participants’ accounts, on the Payment Date (28.07.2022).

2. Payments through bank transfer for individuals, legal entities or other entities not represented by Participants - as per requests addressed directly to Central Depository):

Shareholders not represented by a Participant have the possibility to collect the due dividends by bank transfer in a bank account that must be communicated to Depozitarul Central. This bank account remains valid for future distributions unless the shareholder expressly notifies Depozitarul Central otherwise.

Payments by bank transfer for shareholders that are individuals and legal persons / other entities are made only in accounts opened in RON (Romanian Leu) at a bank in Romania.

The payment of dividends will be made by Depozitarul Central by bank transfer starting with July 28, 2022, after them receiving and verifying the documentation. Individuals or legal entities that have not submitted the specific payment request form containing the IBAN code (in Romanian Formular colectare cod IBAN) to date or who wish to revise the previously submitted will do so:

2.1. Individual shareholders, personally or through a legal or conventional representative, shall submit to Depozitarul Central the request form specifying the IBAN code (in Romanian Formularul de colectare cod IBAN) - the form is available on the website of Depozitarul Central, https://www.depozitarulcentral.ro/Detinatori/DetinatoriDistribuireDividende specifying the bank and account (IBAN code) opened on behalf of the shareholder, accompanied by:

- a copy of the valid identity document in which the personal identification code is legible - certified by the holder as “certified true copy”;

- the account statement or any document issued by the bank (signed and stamped) confirming its existence on behalf of the shareholder, specifying the IBAN code, in original;

- copy of the documents attesting the capacity of the request signatory as legal or conventional representative, if applicable - certified by the holder as “certified true copy”;

- copy of proof of payment for the fee charged by Depozitarul Central for IBAN code registration.

2.2. Shareholders that are legal entities, through a legal or conventional representative, shall submit to Depozitarul Central the request form specifying the IBAN code (in Romanian Formularul de colectare cod IBAN) - the form is available on the website of Depozitarul Central https://www.depozitarulcentral.ro/Detinatori/DetinatoriDistribuireDividende specifying the bank and account (IBAN code) opened on behalf of the shareholder, accompanied by:

- a copy of the registration certificate – certified by the holder/shareholder as “certified true copy”;

- copy of the documents attesting the capacity of the legal representative of the company (confirmation of company details issued by the Trade Registry / equivalent entity or similar document proving this quality – for foreign entities) – authorized by the holder as a “certified true copy”;

- copy of the documents attesting the capacity of the conventional representative of the request signatory, if necessary – authorized by the holder as a “certified true copy”;

- account statement or any other document issued by the bank (signed and stamped) confirming the existence of the account on behalf of the shareholder – legal person, specifying the IBAN account (original).

- copy of proof of payment for the fee charged by Depozitarul Central for IBAN code registration.

2.3. Documents submitted in other language than Romanian shall be accompanied by a legalized translation into Romanian, and, if issued by a foreign authority, these must be apostilled or over legalized if the case.

2.4. The request forms containing IBAN code shall be sent / submitted together with the above-mentioned documents, at the headquarters of Depozitarul Central S.A. in Bucharest, 34-36 Bd. Carol I, sector 2 or at the e-mail address: dividende@depozitarulcentral.ro

The documentation provided for in points 2.1, 2.2 and 2.3 shall be sent only once to Depozitarul Central, and shall be used for the distribution of any amounts due to the respective shareholder in its relationship with issuers for which Depozitarul Central provides registry services / money distribution services. The shareholder will notify the Central Depository of any change in the information related to the bank account.

3. Payments in cash through the Payment Agent Banca Transilvania – only for individuals not represented by a Participant

For the shareholders that are individuals and are not represented by a Participant, who did not opt ​​for payment by bank transfer, the payment of dividends can be made in cash, starting with 28.07.2022, at any Banca Transilvania unit - the selected Payment Agent.

The list of Banca Transilvania units is available on the bank's website, at www.bancatransilvania.ro/retea_unitati/

Payments will be made at the desk of any Banca Transilvania unit in the country, the dividend payment schedule being within the working hours of the respective banking units.

The paying agent will be able to make cash payments up to the amounts set by the applicable law. According to Law no. 70/2015, individual shareholders will be able to collect dividends in cash up to the amount of RON 10,000.

Any payment made at the desk in the units of Banca Transilvania will be confirmed by signature of the person actually cashing in the amounts of money, on the receipt related to the respective payment.

Supporting documents required for the payment in cash through the Payment Agent's network:

in the case of shareholders not represented by a Participant, resident individuals presenting in person at the units of Banca Transilvania, the payment of dividends is made based on the identity document having the personal identification number (CNP);

in the case of shareholders not represented by the Participant, non-resident individuals presenting in person at the units of Banca Transilvania, the payment of dividends is made based on the passport whose series and number must correspond to those in the records of Depozitarul Central;

• in the case of shareholders not represented by the Participant, individuals under the age of 14, the payment of dividends is made to the legal representative - in this case the guardian / parent of the minor - based on the following documents:

- the birth certificate of the shareholders not represented by the Participant having the personal identification number (CNP) + 1 photocopy certified as true copy (the copy shall be kept by the Payment Agent),

- the legal document establishing guardianship if the guardian is not one of the parents + 1 certified photocopy certified as true copy (the copy shall be kept by the Payment Agent) and

- identity card of the guardian / parent + 1 photocopy certified as true copy (the copy shall be kept by the Payment Agent).

• in the case of shareholders not represented by the Participant, individuals having a curator, the payment of dividends is made through the curator of that person, based on the following documents:

- identity document of the shareholder not represented by the Participant having the personal identification number (CNP) + 1 photocopy certified as true copy (the copy shall be kept by the Payment Agent),

- the legal document establishing the curatorship + 1 certified photocopy certified as true copy (the copy shall be kept by the Payment Agent) and

- identity card of the curator + 1 photocopy certified as true copy (the copy shall be kept by the Payment Agent).

in the case of shareholders not represented by a Participant, individuals not presenting in persons at Banca Transilvania units but mandate another person in this respect, the dividends are paid to the respective person’s proxy, based on the following documents:

-  the special power of attorney authenticated by a notary public which grants the authority to collect the dividends, issued no more than 3 years prior to the payment date, unless the power of attorney is valid for more than 3 years and is valid on the payment date + 1 true copy thereof (the copy shall be kept by the Payment Agent);

-  the identity card of the attorney in fact (proxy) + 1 true copy thereof (the copy shall be kept by the Payment Agent).

Any documents submitted in a foreign language shall be accompanied by their legalized translation in Romanian and, if they are issued by a foreign authority, they shall be apostilled or super-legalized, as the case may be.

Exceptional cases:

Dividend payments shall not be performed via Banca Transilvania units in the following situations:

• to shareholders whose Personal Identification Number (CNP) recorded in the documents submitted at the bank is not the same with the one recorded in the Payment Agent’s records received from the Central Depository. These shareholders will be instructed to contact Depozitarul Central.

• when the payment requests are submitted by the shareholders’ heirs. These persons will be instructed to contact Depozitarul Central. These payments are made as per section 5 of the procedure - Deceased shareholders.

4. Details on dividend tax - tax exemptions or reduced tax rates

For payments made on the Payment Date (July 28, 2022), in the case of non-resident shareholders who do not have an account opened with a Participant and who wish to benefit from the application of more favourable provisions of the Double Taxation Avoidance Agreement concluded between Romania and their country of residence , in accordance with Law no. 227/2015 updated (and the methodological norms for the application of Law no. 227/2015 on the Fiscal Code), the shareholder must send / submit by July 18, 2022 either (i) to the registered office of SIF Banat-Crisana in Arad, Calea Victoriei no. 35A, Arad county, postal code 310158, or (ii) by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address: dividende@sif1.ro:

- a valid fiscal certificate of residence for the year 2022 in original or in legalized copy with apostille / over legalized, unless issued by foreign authorities in states with which Romania has concluded treaties or agreements on the mutual recognition of documents, in which case the apostille / over legalization may be absent, accompanied by an authorized translation into Romanian, as the case may be,

- contact details in case further clarifications of the documents are needed.

According to the provisions of the Romanian Fiscal Code, the fiscal certificate of residence has to contain identification data of the non-resident shareholder and, also, of the authority which issued the fiscal certificate of residence, such as, but without being limited to name, address, fiscal code, the fact that the taxpayer is a tax resident of the country issuing the certificate, the issuing date of the certificate.

Payment of dividends on Payment date (July 28, 2022) with the application of the most favourable quota is conditioned upon receiving of the complete and accurate documents and, if needed, it the further requested clarifications within the said deadline of July 18, 2022.

In case of non-resident shareholders who have not submitted a valid fiscal certificate of residence within the deadline, the dividend payment will be taxed at the standard withholding tax rate provided by the Romanian Fiscal Code (i.e. 5% on gross amount).

In case of shareholders submitting after July 18, 2022, the necessary documents to benefit from a more favorable tax rate, SIF Banat-Crisana will pay the shareholder the tax difference only after receiving the complete and correct documentation and any requested clarifications, in compliance with the provisions and procedures regulated by the tax legislation in force.

In case of dividend payments to pension funds and investment funds without legal personality, the mentioned entities will have to transmit / submit either (i) in original to the registered office of SIF Banat-Crisana in Arad, Calea Victoriei no. 35A, Arad county, postal code 310158, or (ii) by e-mail with extended electronic signature incorporated according to Law no. 455/2001 regarding the electronic signature, at the address: dividende@sif1.ro, so that they are received by SIF Banat-Crisana by latest on July 18, 2022, the documents mentioned below in order to benefit of the exemption from withholding tax on dividends:

a) In case of pension funds / investment funds resident within the EU or the European Economic Area in addition to the above-mentioned fiscal certificate of residence, the following documents shall be submitted:

• a document issued by the competent regulatory authority (in original or in certified true copy / apostilled, unless issued by foreign authorities in states with which Romania has concluded treaties or agreements on the mutual recognition of documents, in which case the apostille / over legalization may be absent, accompanied by an authorized translation in Romanian), attesting the fact that they are set up and authorised as pension funds / investment funds in compliance with the legislation of the EU or European Economic Area member-state;

• declaration of the legal representative of the management company attesting the fact that the fund’s authorisation is valid at the Payment Date;

• if available, the official website of the regulating authority in the country of origin where the pension fund by-laws may be verified.

b) In case of resident (in Romania) optional pension funds and privately-managed pension funds in Romania, the shareholders shall transmit / submit:

- copy of the regulating authority decisions’, certifying the authorization of the management company and of the pension fund;

- copy of the identity document of the legal representative of Fund’s Administration Company, within the validity period, respectively the identity card indicating the Personal Identification Number (CNP) for the Romanian citizens, or passport indicating the identification number for the foreign citizens;

- copy of a trade registry excerpt for the pension fund’s management company / other equivalent document, issued no later than 3 months before, indicating the legal representative of the pension fund’s management company.

c) In case of Romanian investment funds without legal personality, the shareholders shall transmit / submit:

- self-liability declaration, in original, issued by the legal representative of the investment fund’s management company, explicitly stating that the investment fund has no legal personality;

- copy of the identity document of the legal representative of the investment fund’s management company, within the validity period;

- copy of a trade registry excerpt for the investment fund’s management company / other equivalent document, issued no later than 3 months before, indicating the legal representative of the investment fund’s management company;

- copy of the authorization decision issued by the respective regulatory body for the investment fund’s management company.

The payment of dividends will be made at gross value with zero tax for the shareholders that are public administration bodies exercising, by law, the rights and duties deriving from the quality of shareholder of the state / administrative-territorial unit.

In case of dividend distributions conducted to all other shareholders, the dividend payment will be taxed at the standard withholding tax rate provided by the Romanian Fiscal Code (i.e. 5%).

5. Other important information for shareholders

Shares held in co-ownership

In the case of shares held in co-ownership, the payment of dividends will be made according to the following traits:

- in case of payments by bank transfer, the dividends due to the co-owners will be transferred to the account indicated by the Issuer or, if this information was not provided to Depozitarul Central, to the account indicated by all co-owners based on the joint request addressed to Depozitarul Central;

- in case of payments in cash, payments will be made provided that all co-owners are present in person in a Banca Transilvania unit, personally or through a legal and / or conventional representative and present the documents provided above (section 3) for cash payments;

- in the case of payments to those who have an account opened with a Participant, the dividends due to the co-owners will be transferred to the Participant whose clients they are.

NOTE: If the co-owners request both the registration by the Depozitarul Central of the direct transfer of ownership of the financial instruments as a result of leaving the division, in accordance with the applicable legal regime, and the direct payment to each of the co-owners according to the number of shares acquired in exclusive property, Depozitarul Central will block the payment of dividends, and the company will calculate the amounts of money corresponding to each former co-owner, the payment will be made according to this procedure.

Deceased shareholders

In case of deceased shareholders, the dividends will be paid at the request of the successors by bank transfer or cash only after the heirs have previously requested the Depozitarul Central and the transfer of shares to the successor (s) has been registered as a result of the succession, as well as after updating the data in the Payment Agent's records following the request of Depozitarul Central

We reiterate that that any changes of data in the shareholders register (changes of name, domicile, inheritances, etc.) are made only by Depozitarul Central S.A. - headquartered in Bucharest, 34-36 Carol I Boulevard, sector 2, tel. +4021 408 5800 - at the request of the shareholder or of the entitled person.

***

SIF Banat-Crisana applies the provisions of EU Regulation no. 679/2016 regarding the processing of personal data. SIF Banat-Crisana's policy on the protection of personal data (GDPR) is available for consultation on the company's website, www.sif1.ro.

Additional information on the dividend payment procedure can be requested from:

• Depozitarul Central: www.depozitarulcentral.ro, 34-36 Carol I Boulevard, sector 2, Bucharest, tel: +4021 408 5800, e-mail: dividende@depozitarulcentral.ro.

• SIF Banat-Crisana: at the email addresses dividende@sif1.ro or investitori@sif1.ro or at the telephone numbers: +40 257 304 438, +40 257 304 446

 

 

Chairman and CEO, Bogdan-Alexandru Dragoi

 

Compliance Officer, Eugen Cristea

 



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