No. 1412/18.03.2015
Attn,
Bucharest Stock Exchange
Financial Supervisory Authority
Financial Instruments and Investments Sector
Current Report according to the NSC Regulation No. 1/2006
Date of report: 18.03.2015
Name of company: Financial Investment Service Company Broker SA
Registered office: Cluj Napoca, Motilor Street, No. 119, Cluj county
Phone number: 0364/401.709, Fax: 0364-401.710
Trade Register number and date: J12/3038/1994
Tax code: 6738423, Share capital: 84,670,466.75 RON
The regulated market where the issued securities are traded: BSE
Major events to be reported:
Decision of SSIF BROKER S.A.'s Board of Directors dated 17.03.2015, on the convening of the
Ordinary General Assembly and Extraordinary General Assembly of SSIF Broker's Shareholders for
the date 29/30 April 2015;
By the Decision adopted on 17.03.2015, SSIF BROKER S.A.'s Board of Directors, registered at the Cluj
Trade Register under No. J12/3038/1994, CUI 6738423, with main office in Cluj-Napoca, Motilor
Street, No. 119, (hereinafter referred to as the "Company"), in accordance with article 117 of Law No.
31/1990 republished, with the provisions of Law 297/2004 with subsequent additions and
modifications, with the provisions of Regulation 6/2009 of FSA, as well as with the provisions of
Company's articles of incorporation
CONVOKES
The General Ordinary Assembly of Shareholders (hereinafter abbreviated and referred to as "ordinary
GSA") and the Extraordinary General Assembly of Shareholders (hereinafter abbreviated and referred
to as "extraordinary GSA") in accordance with the legal provisions and the articles of incorporation, for
the date April 29, 2015, 12:00 hours, for ordinary GSA, respectively 13:00 hours for Extraordinary GSA,
at company's headquarters, to all shareholders registered in the Register of Shareholders, maintained
by S.C. Central Depository S.A., at the end of the day of April 14, 2015, set as date of reference. In the
case of failure to meet statutory conditions or any other conditions of validity, Ordinary GSA and
Extraordinary GSA, shall be held on April 30, 2015, 12:00 hours, respectively 13:00 hours, in the same
place, for all shareholders registered in the Register of Shareholders on the same date of reference, as
follows:
The Ordinary General Assembly of Shareholders shall have the following topics on the agenda:
1. Presentation of the RAS individual annual financial statements, SSIF BROKER S.A. for the fiscal year
2014;
2. Presentation of individual IFRS consolidated financial statements of SSIF BROKER S.A. for the fiscal
year 2013;
3. Presentation of the Board of Directors' Report on the activity carried out in the year 2014;
4. Presentation of the Financial Auditor's Report on the individual and consolidated IFRS financial
statements of SSIF BROKER S.A. for the fiscal year 2013;
5. Presentation of the Report of the financial auditor and internal auditor for the fiscal year 2014;
6. Approval of the individual and consolidated IFRS financial statements of SSIF BROKER S.A. for the
fiscal year 2013.
7. Approval of individual RAS annual financial statements of SSIF BROKER S.A. for the fiscal year 2014;
8. Approval of discharge of administration of managers for the fiscal year 2014;
9. Selection of an administrator in the vacant position for the mandate period remaining to perform by
the current Board of Directors, in view of re-establishing the number of 5 administrators.
10. Presentation and approval of SSIF BROKER S.A.'s investment program and the budget of income
and expenditure for the fiscal year 2015;
11. Scheduling and approval for the fiscal year for 2015 and until the first balance AGOA in 2016, of the
remuneration of Board of Directors' members and supplementary remuneration of Board of Directors'
members in charge with specific duties.
12. Approval of mandate extension, by April 30, 2016, for the external financial auditor S.C. BDO
AUDITORS ACCOUNTANTS S.R.L., with registered office in Cluj-Napoca, Dorobantilor Street, No. 14-16,
Cluj City-Center building, registered at the Trade Register Office under No. J12/2609/2002, CUI No.
RO15106663, approval of the insurance contract of the audit service for the fiscal year 2015, as well as
mandating company's executive management to sign the audit agreement for the fiscal year 2015.
13. Approval of the accounting records corresponding to the prescription of the right to claim payment
of the sums resulting from the reduction of company's registered capital as decided by the AGOA on
26.03.2010 and uncollected by the entitled shareholders for more than three years from their maturity
date.
14. Approval of registration date for the identification of shareholders subject to the effects of
Ordinary General Assembly of Shareholders, under Art. 238 of Law No. 297/2004 on the capital
market. The proposed registration date is 18.05.2015.
15. Approval of ex date as the date from which the financial instruments that are object of decisions
made by the ordinary general meeting of shareholders are to be traded without the rights which derive
from that decision. The proposed ex date is 15.05.2015.
16. Approval of delegation of Mr. Buliga Mihai, as well as Mr. Chis Grigore to perform, together or
separately, all procedures and formalities provided by law in view of carrying out Assembly's decisions,
to submit and to receive documents and to sign on behalf of the Company to this end, in relation with
the Trade Register, the Financial Supervisory Authority, the Bucharest Stock Exchange, as well as with
other public or private entities. The above-mentioned agents will be able to delegate the powers
granted under the above to any person as they deem reasonably necessary.
The Extraordinary General Assembly of Shareholders shall have the following topics on the agenda:
1. Approval of the proposal to reduce Company’s share capital in accordance with Art. 207 and 208 of Law
31/1990 updated, from the value of 84,670,466.75 RON to the value 54,039,987.04 RON in two stages:
1.1. Reduction of share capital from 84,670,466.75 RON to 84,437,479.75 RON with the amount of 232,987 RON
by canceling a total of 931,948 shares with a nominal value of 0.25 RON available to the Company.
1.2. Decrease of share capital from 84,437,479.75 RON to 54,039,987.04 RON with the amount of 30,397,492.71
RON by reducing the nominal value of shares from the value of 0.25 lei / share to 0.16 lei / share:
1.2.1. to cover Company’s losses carried forward on 31.12.2013 amounting to 28,098,915 RON
1.2.2. to cover the amount of 2,298,577.71 RON representing part of the loss afferent to the fiscal year
2014 under the condition precedent of approval of the financial statements for 2014
2. Approval of addition to Company’s objects of activity with activities provided by ASF Regulation No.
1/2015.
3. Approval of the amendment to Company’s act of incorporation as follows:
Article 3 Main office. Subsidiaries from Chapter I - Name, legal form, location and duration shall be
changed by removing the following content as follows: “3. SSIF Broker SA Ploiesti Subsidiary, located in
Ploiesti, Grivitei Street, No. 2, building H, entrance A, floor 1, apartment 2, Prahova county”.
The other provisions of Article 3 remain unchanged.
Article 5 The object of activity of Chapter II Object of activity and services provided shall be
supplemented with the following NACE codes:
NACE code 6611 – Administration of financial markets,
NACE code 6619 - Other activities auxiliary to financial services, except insurance and pension funding,
NACE code 6621 - Risk and damage evaluation,
NACE code 6622 - Activities of insurance agents and brokers,
NACE code 6629 - Other activities auxiliary to insurance and pension funding
NACE code 6820 - Renting and operating of own or leased real estate.
Article 6 Services provided in Chapter II Object of activity and services provided shall be supplemented
with the letter C as follows:
C. Other activities that are provided by the Company in accordance with ASF Regulation No. 1/2015:
a) administration of markets organized under the Law 357/2005 on commodities exchanges,
b) rental of real estate owned provided they are not registered as registered office or head office of
the company,
c) insurance agent, in compliance with Law No. 32/2000 on insurance activity and insurance
supervisory activity, as subsequently amended and supplemented;
d) brokerage assistant with compliance of provisions of Law no. 32/2000 with subsequent
amendments and additions;
e) credit intermediaries, with observance of provisions of GEO No. 50/2010 on consumer credit
agreements, approved with amendments and additions by Law No.288 / 2010, as subsequently
amended;
f) private pension intermediary, with observance of provisions of Regulation No.16 / 2013 on
marketing activity of the facultative pension fund, approved by the FSA Board Decision No. 64/2013, as
subsequently amended.
Article 7 Share capital in Chapter III Share capital and shares shall be modified as follows:
SSIF Broker SA’s share capital is 54,039,987.04 RON, fully subscribed and paid.
The share capital is divided into 337,749,919 common nominative shares dematerialized with the
nominal value of 0.16 lei each.
Paragraph 1 of Article. 13 Chapter IV General Assemblies. Company Administration, following the
election of a new manager for the mandate period remaining to be performed by the current board of
directors, will be modified as follows:
The Board of Directors has the following composition:
Buliga Mihai, Stratan Tiberiu, Corneliu Dia, Anton Ionescu with all identification data,
-------- (blanks will be filled with identification data of the newly elected administrator).
The other provisions of Article 13 remain unchanged.
4. Approval of registration date for the identification of shareholders subject to the effects of
Exrtraordinary General Assembly of Shareholders, under Art. 238 of Law No. 297/2004 on the capital
market. The proposed registration date is 18.05.2015.
5. Approval of ex date as the date from which the financial instruments that are object of decisions
made by the ordinary general meeting of shareholders are to be traded without the rights which derive
from that decision. The proposed ex date is 15.05.2015.
6. Approval of delegation of Mr. Buliga Mihai, as well as Mr. Chis Grigore to perform, together or
separately, all procedures and formalities provided by law in view of carrying out Assembly's decisions,
to submit and to receive documents and to sign on behalf of the Company to this end, in relation with
the Trade Register, the Financial Supervisory Authority, the Bucharest Stock Exchange, as well as with
other public or private entities. The above-mentioned agents will be able to delegate the powers
granted under the above to any person as they deem reasonably necessary.
Only shareholders registered in the Register of Shareholders on April 14, 2015 (Reference date) may
participate and vote in the "ordinary and extraordinary GSA”.
The access of shareholders entitled to participate in "ordinary and extraordinary GSA" is allowed by
simply proving their identity, with ID in the case of natural persons and in the case of legal persons and
natural persons representing shareholders, with special or general proxy given to the individual that
represents them and agent’s identity card. The proxy form can be obtained from the Company's
headquarters as of 30.03.2015 and from its website www.ssifbroker.ro, being available both in
Romanian and English;
The general or special proxy shall be issued in three originals (one for the company, for one principal,
one for the agent). Proxies and a copy of ID or of the certificate of registration and of the confirmation
of company details issued by the Trade Register or any other document issued by a competent
authority of the State where the shareholder is legally registered (maximum 3 months as compared to
the date of publication of the convening notice of general assembly) of the represented shareholder,
shall be submitted / sent in original to the Company's headquarters or sent by e-mail with electronic
signature extended and written either in Romanian language or in English until 27.04.2015, 17.00
hours.
In case of a special proxy granted by a shareholder to a credit institution which provides custodial
services, it shall be signed by that shareholder and shall be accompanied by an affidavit of the credit
institution which received the power of representation by special proxy, showing that:
- the credit institution provides custody services for the said shareholder,
- the special proxy instructions are identical the instructions set out in the SWIFT message received by
the credit institution in order to vote on behalf of that shareholder,
- the special proxy is signed by shareholder.
On the date of assembly, upon his entry into the meeting room of the general assembly, the
representative will submit the original proxy in case it had been sent by e-mail with embedded
electronic signature and one copy of his identification documents.
One or more shareholders representing, individually or together, at least 5% of the share capital have
the right to introduce topics on the agenda of the General Assembly. The capacity as shareholder of
the Company must be proved by certified copies of valid identification documents of initiators. They
refer to identity documents (ID / ID card) for individuals and certificates of registration and
confirmation of company details or any other document issued by a competent authority of the State
where the shareholder is legally registered (maximum 3 months as compared to the date of publication
of convening notice of general meeting) indicating the legal representative for legal persons
shareholders of the Company. Documents certifying the capacity as legal representative written in a
foreign language other than English will be accompanied by a translation made by a sworn translator
into Romanian or English.
Proposals for introducing new topics on the agenda of the general assembly, respectively draft
resolutions for the topics included or suggested to be included on the agenda of the general assembly
shall be accompanied by copies of identification documents of initiators and will be submitted to
Company’s headquarters, at the latest on 06.04.2015, 17:00 hours, in a sealed envelope, clearly
written in capital letters: “FOR THE ORDINARY/EXTRAORDINARY GENERAL ASSEMBLY OF
SHAREHOLDERS” or sent by e-mail, with embedded electronic signatures in compliance with Law No.
455 / 2001 on electronic signature, within the same period, to the address: [email protected],
specifying as subject “FOR THE ORDINARY/EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS”.
Shareholders are informed with respect to the proposals for introducing new items on the agenda of
the assembly that each item proposed by the initiators must have a justification or a draft resolution
proposed for the approval of the General Assembly.
The deadline for submission at the Company Secretariat in Cluj-Napoca, Motilor Street, No. 119 of
nominations to fill the vacancy in the board of directors is 06.04.2015, 17:00 hours. The eligibility
conditions that must be met by candidates for the position of Administrator of the Company are listed
on its own website www.ssifbroker.ro, section AGA 2015. The list of information on the identity, place
of residence and professional qualifications of the persons proposed for the position of administrator is
available to shareholders, as published on the company website www.ssifbroker.ro, and it can be
consulted and completed by them within the above deadline. The last updated version of proxies and
ballots by mail will be available on the company website as of the date 07.04.2015.
Each shareholder has the right to ask the Board of Directors questions in writing prior to the date of
the general assembly regarding the items on the agenda, according to Article 13 of Regulation No.
6/2009. The answer shall be deemed as given if the requested information is published on the website
of the company.
Shareholders registered on the reference date in the register of shareholders have the opportunity to
vote by mail prior to the meeting date by using the mail ballot form. The mail ballot form, together
with a copy of the identity document and / or certificate of registration and confirmation of company
details issued by Trade Register Office or any other document of shareholder, issued by a competent
authority of the State where the shareholder is legally registered (maximum 3 months as compared to
the date of publication of convening notice of general meeting) will be transmitted to the Company, in
original, at its headquarters or by e-mail, with extended electronic signature, embedded in compliance
with Law No. 455 / 2001, by the date 27.04.2015, 17.00 hours. Forms will be written in Romanian or
English.
Shareholders who voted by special proxies or by mail ballots may change their initial vote or the way to
express the vote, as their valid vote shall be deemed as the last vote cast and recorded on the date
27.04.2015, 17.00 hours.
In case the shareholder who has voted by mail or through a representative attends the general
assembly, his mail ballot for that general meeting will be canceled. In such case, only the vote given in
person or by proxy shall be taken into consideration.
The mail ballot forms, special proxy forms (both available in Romanian and English), information
documents and materials regarding the items on the agenda, including draft resolutions, are available
to shareholders as of the date 30.03.2015, on company's website at www.ssifbroker.ro
Verification and counting votes by mail and by special proxies is made by a technical committee
appointed by the Board of Directors, made up of people who will keep safe and ensure the
confidentiality of ballots until the voting on resolutions submitted on the agenda.
This convening notice shall be completed with the applicable legal provisions.
Chairman of Board of Directors
Mihai Buliga