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SIF MOLDOVA SA General Assembly of Shareholders Extraordinary Ordinary April 5/6, 2012 Financiar 52.44% Energetic 17.21% Industrie 7.19% Farma 2.49% portfolio perspectives performance

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Page 1: General Assembly of Shareholders Extraordinary Ordinary … · 2012-02-08 · General Assembly of Shareholders Extraordinary Ordinary April 5/6, 2012 Financiar 52.44% Energetic

SIF MOLDOVA SA

General Assembly of Shareholders Extraordinary

Ordinary April 5/6, 2012

Financiar 52.44%

Energetic 17.21%

Industrie 7.19%

Farma 2.49%

portfolio

perspectives

performance

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SIF MOLDOVA SA

2

Description of the primary activity

TYPE OF INVESTMENT COMPANY

SIF Moldova is a non-UCITS, active mainly on the Romanian market, as a closed fund investing in shares, with a medium level of risk and temporary investments of liquidities in fixed revenue instruments.

Legal framework Goal Field of activity

SIF Moldova is a financial investment company of the closed type, constituted in accordance with the provisions of Law no. 133 / 1996 for the transformation of Private Property Funds into financial investment companies, classified in the “non-UCITS - Undertakings for Collective Investment in Transferable Securities (A.O.P.C.) category, with a diversified investment policy”, attested by the National Securities Commission (CNVM) with Attestation no. 258 / Dec 14, 2005.

The management of its assets

• Administrarea si gestionarea instrumentelor financiare calificate astfel prin reglementarile CNVM;

• Alte activitati in conformitate cu reglementarile in vigoare.

• Potrivit clasificarii CAEN Rev. 2 activitatile desfasurate de SIF Moldova se regasesc in cadrul clasei 6499 “Alte intermedieri financiare n.c.a.” .

General information

GEN

ERA

L D

ATA

Date of incorporation: 1992 Company head office: Bacau,str.Pictor Aman, nr.94C, post code 600164 Unique registration number in the Trade Register: RO 2816642 Incorporation Number in the Trade Register: J04/2400/1992 CNVM Register No: PJR09SIIR/040001/14.12.2005 Subscribed and paid-in share Capital: 51.908.958,8 RON Number of shares issued: 519.089.588 Nominal value: 0,1 RON/share Shareholding structure: 100% private Free float: 100% Regulated market trading Issued securities: Bucharest Stock Exchange– 1st Tier

CO

NTA

CT

DA

TA

Tel: 004 0234 576740 Fax: 004 0234 570062 E-mail: [email protected] Web site: www.sifm.ro ID

ENTI

FIC

ATI

ON

DA

TA

Bucharest Stock Exchange: SIF2 ISIN: ROSIFBACNOR0 Bloomberg: BBG000BMN5F5 Reuters: SIF2.BX

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SIF MOLDOVA SA

3

Company management

Costel CEOCEA

President & CEO

Claudiu DOROS

Vice-president & Deputy CEO

Elena ANDREI

Member

Dumitru BONTAS

Member

Emilian BADICA

Member

Iosefina MOROSAN

Member

Asset depository and custody services: BRD - GSG SA

Book-keeping of shares and shareholders: Depozitarul Central SA

Financial auditor: Deloitte Audit SRL

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SIF MOLDOVA SA

4

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

Agenda

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

2 Approval of the changes in the Articles of Association of SIF Moldova, according to the proposals in the Annex to the Convocation.

3

Approval of the date of Apr 27, 2012 as the date for the registration of shareholders subject to the effects of the decisions adopted by the extraordinary general assembly of shareholders

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SIF MOLDOVA SA

5

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

The Board of Directors was constantly concerned with analyzing the possibility to increase share capital, by contribution in cash as well as by allocating shares from reserves constituted from profits (proposals included in the Company’s strategy for the 2007 – 2009 period, the Agenda of the EGAS of Apr 22, 2008). Until now, the dispersal of shares among a high number of shareholders, Romanian as well as foreign, did not allow the quorum necessary to take decisions by the EGAS to be reached.

Currently, it is found that there are favorable conditions that could lead to an increase in shareholder interest for the proposal to increase share capital and to attain the necessary quorum for the adoption of the decision by the EGAS, considering:

• The quorum for presence at the last general assembly of SIF Moldova shareholders of Nov 28, 2011 was of 36% (the GAS of Apr 22 – 30%, the GAS of Sep 24, 2011 – 31%).

• The liquidity of the SIF2 share increased significantly in the last period

• The price of the SIF2 share increased significantly, decreasing the discount from the NAV of shares to the amount of 34% on the first day of february 2012.

• A predictable dividend policy, communicated to shareholders at the beginning of 2011, ensures the possibility for adoption by each shareholder of an investment decision regarding the inclusion of the SIF2 share in the short / medium / long term holdings portfolio.

• Increasing the ownership limit from 1% to 5%, by Law no. 11 / 2012, leads to the consolidation of investor holdings, with direct consequences for the facilitation of attaining the quorum and for the adoption of decisions.

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

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SIF MOLDOVA SA

6

The objectives

of the share capital

increase

The attraction of liquidities required for the strategy of development through investments of SIF Moldova, considering the channeling of financial liquidities to investments on the capital market. The investment policy is based on the adequate structuring of the portfolio in order to comply with a prudent and at the same time profitable management, offering investors a medium risk instrument.

Development of the company in the long term by implementing an investment program in a difficult market context that allows the acquisition at low costs of assets with medium and long term growth potential.

Improvement of SIF Moldova performance indicators for future fiscal years, of the Company’s rates of return, of the value of net assets and owners’ equity, indicators that support the increase in share price to the benefit of shareholders.

The attainment of an optimal balance between the development of the company and the satisfaction of shareholder dividends.

Cultivating loyalty in a group of investors with objectives defined for the medium and long term that could become actively involved in the Company strategy, which would represent a managerial gain from which all shareholders would benefit.

Directives for action for attaining the

objectives

Buying shares of energy companies that will be listed in 2012 represents a great opportunity to support the continuation of sectoral strategy initiated in previous years.

With the acquisition of one SIF2 share at a price that represents 66% of the NAV, the investor benefits from the investment effort of SIF Moldova distributed on a basket of shares in the energy division, effort witch (at the market price) is reflected in the NAV of shares. At the same time the investor is protected from risk through dispersion of exposures on the main financial and energy sectors.

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

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SIF MOLDOVA SA

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This firm allocation of assets to two main pillars, financial and energy, offers investors, through the purchase of SIF2 shares, an unique possibility for investment in the domestic market, which ensures diversification on the Romanian economy, focusing on the most attractive sectors.

Directives for action for

attaining the objectives

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

Sector rebalancing - a decrease in excessive exposure to the financial and banking sector in favor of the energy sector, considered as being defensive and proven to be well-performing in the current period.

Regarding the financial sector, SIF Moldova remains exposed to the financial sector due to the peculiarities of the portfolio structure, although the dividend rate of return offered does not satisfy the expectations of shareholders, because of the difficulties incident on the sector. In the context of the banking sector offering signals of recovery, the process to optimize the portfolio may take into consideration the possibility of repositioning on this sector. Taking into account the current level of exposure to the financial and banking sector and the delicate macroeconomic conditions in the Euro zone, the SIF Moldova strategy is aiming at implementing for these investments complex, proactive, anticipatory and flexible strategies. To this end, SIF Moldova is aiming at continuing to document and to maintain contact with specialized intermediaries with domestic and international expertise and also with reference institutions in the capital market (CNVM, stock exchanges and depository companies) for the clarification of all conformity aspects that would ensure the general framework for implementation. Thus, tactical approaches for this sector imply at least two main directions for action: - The total / partial liquidation of holdings, depending on suitable moments in the market, using specific “Accelerate Book build” and “Dribble-Out” type operations; - Protecting financial holdings in order to control exposure to the unfavorable fluctuations of the price by using hedging vehicles / instruments (“Put/Put Spread”/“Collar”/“Put Spread Collar”/“Ratio Put Spread Collar”/ ”TRS/Forward” / “Stock lending” etc.) These directives are mainly intended to protect capital and to increase benefits and involve the application of measures for sequential valuation / liquidation. We do not exclude the implementation of additional protection measures that include an extended range of alternatives for simple / combined hedging strategies and / or structured financial strategies / cash. Essentially, it is intended to efficiently manage risk parameters and to optimize the structure of investments, together with the medium and long term forecast for macroeconomic elements, by decreasing and controlling the influence of this dominant sector.

Regarding the energy sector – during 2011, approximately 4% of the value of the investment in the financial sector was redirected to the energy sector. Considering the fact that during the year 2011, the announced listings in the energy sector were not realized, SIF Moldova investments were aimed at accumulation in this sector, mainly indirectly, through the Property Fund. In 2012, the continuation of the growth process for the investments in the energy sector mainly aims at the participation in public offers initiated by Romanian authorities (Romgaz, Transgaz, SNP, Transelectrica, Hidroelectrica, Nuclearelectrica). The system for promoting the production of energy from renewable sources, recently adopted through OUG nr. 88/20.10.2011 modifying and updating Law no. 220 / 2008 R (the appearance of this support scheme received the approval of the European Commission in July 2011), represents a deciding factor for making Romania one of the most attractive destinations at an European level for investors in green energy. As a consequence, in the top for the month of November 2011 of the most attractive countries in the world regarding investments in renewable energy, Romania climbed to the 13th position. Large investors such as CEZ, Energias de Portugal, Iberdrola, Enel, Petrom have already realized in Romania important investments in the field, especially in wind energy. SIF Moldova will continue the analysis process begun in 2011 for renewable energy projects (solar, wind, hydraulic, biomass energy), with the possibility to initiate investments in profitable conditions.

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SIF MOLDOVA SA

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The focusing of investments on companies attractive from the point of view of the dividend rate of return

Together with the sector criterion, the allocation of resources is aimed at investment in mature companies that can generate large cash flows in the long term, thus making possible the remuneration of the investment through the dividend rate of return.

The management of the Erste investment

The sale of investments in low performing sectors

The reduction in investments in non-listed / listed companies with low liquidity and no medium / long term growth potential is continuing to be pursued.

The sale of investments having reached maturity

The sale of investments held in companies that attained superior performance through SIF Moldova’s investment and managerial effort (i.e. Mecanica Ceahlau), becoming attractive targets for investors, including by profitably liquidating assets in the Company patrimony (i.e. Tesatoriile Reunite).

Directives for action for

attaining the objectives

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

In addition to the direct liquidation of the Erste Bank AG shares, additional possibilities for maximizing the profit related to this investment are envisaged, by applying combined derivative strategies, depending on and in accordance with the dynamics and the trend of the EBS share.

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SIF MOLDOVA SA

9

Investments in other financial instruments

Financial instruments available on domestic and foreign financial markets, such as government securities, corporate bonds with maximum ratings from the specialized agencies, futures contracts for foreign currencies, etc

Improving the management of liquidities

Institutional relations / public image

Pursuing the beneficial effects of an increase in the technological level of companies and / or in the management performance

Companies in the portfolio will be supported, including through direct financing or assistance for the attraction of European funds.

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

A process through which SIF Moldova could ensure • The continuity of activity and the resumption of the investment process in 2012 at maximum levels • Cash management type efforts for monetary investments and highly liquid investments • The main cash outflows outside investments, namely: dividends payable to shareholders, taxes for

the profit realized from sales, the support of current activity, commissions

• SIF Moldova is permanently aiming at improving institutional relations in order to create an economic and legal environment favorable to its own development as well as that of the capital market as a whole, plus:

• Developing its own public image on the capital market, in Romania and in the region, to the end of completely reflecting the performance of SIF Moldova.

• Consolidating the strategic position of SIF Moldova in the capital market by continuing partnerships with the shareholding of other strong entities active on the market.

Directives for action for

attaining the objectives

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SIF MOLDOVA SA

10

Technical data of

increasing capital share

• The share capital is increased by 103,817,917.6 RON

• The source for the increase in share capital is represented by contribution in cash

• The increase in share capital is done by issuance of new shares; the number of share s issued through the increase in share capital is of 1,038,179,176

• The nominal value is of 0,1 RON/share

• The issuance premium is of 0,01 RON / share

• Newly issued shares are in the same class as existing ones, namely: nominative, ordinary, of equal value, dematerialized, book-entered and freely transferable, with a nominal value of 0,10 RON / share

• The issuance price is of 0,11 RON / sharepretul de emisiune este 0,11 lei/actiune

• The listing and trading of preference shares on the capital market

• The remaining unsubscribed shares will be offered to interested investors with share premium which will be established according to the stock quote of SIF2 share.

• For proper course of operation we will call a mediation consortium, in order to use the stock trading platforms.

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

• The 2:1 allocation rate (two new shares / 1 share held)

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SIF MOLDOVA SA

11

Draft decisions

Approves the increase in the share capital of SIF Moldova, through a primary public offer, amounting to 103.817.917,6 RON, from the current value of 51.908.958,80 RON up to 155.726.876,40 RON, by issuing a number of 1.038.179.176 new shares, nominal, book-entered, ordinary, with a nominal value of 0,10 RON and an issuance premium of 0,01 RON / share, granting each shareholder registered in the registry of shareholders as of the registration date a preference right proportional to the number of shares held and trading of the preference rights. The new shares are to be issued at an issuance price of 0,11 RON / share, of which the issue premium represents 0,01 RON / share. Shares not subscribed in the period of exercise of the preference right are to be offered to investors for public subscription.

Approves the authorization for the Board of Directors to: carry out all necessary efforts in order to choose intermediaries and consultants, to draft, sign and approve the prospectuses for the issuance of new shares and the document for the presentation and for the preference rights as well as for all documents related to the approval and finalization of public offers; set the trading period for preference rights; decide the possible trading of allocation rights and the trading period for these rights; set the subscription price and the issuance premium related to the public offer addressed to all investors as well as any other decision necessary in order to execute the EGAS decision to increase the share capital.

Approves the authorization of the Board of Directors: to check the subscriptions and payments carried out; to cancel the newly issued shares, non-subscribed and / or non-disbursed after the expiration of the subscription and payment period for new shares; to adopt the decisions to increase the share capital within the limit of shares subscribed and paid, including the right to modify the provisions of art. 3 para. (1) of the Articles of Association of SIF Moldova with the new value of the share capital.

Approves the authorization of the President and / or Vice-President of the Board of Directors to draft, sign and carry out all necessary acts in order to execute, finalize and record the EGAS decision to increase share capital as well as the decisions adopted by the Board of Directors for the execution of operations delegated through the EGAS decisions of Apr 5 / 6. 2012 in the Commercial Registry and to publish them in the Official Gazette of Romania, part IV, as well as in the other means of information of shareholders and of investors.

1

Approval of the increase of the share capital through the contribution in cash with the amount of 103,817,9176.6 RON, by issuing a number of 1,038,179,176 new shares with a nominal value of 0.1 RON/share and an issuance premium of 0.01 RON/share

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

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SIF MOLDOVA SA

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2 Approval of the changes in the Articles of Association of SIF Moldova, according to the proposals in the Annex to the Convocation.

Extraordinary General Assembly of the Shareholders 2012 April, 5/6

Motivated by:

evolution recorded in the shareholding structure, opinions expressed by institutional shareholders.

implementation of the recommendations in the European Community acquis, of CNVM and BSE regarding corporate governance principles, principles that have to be respected through harmonization of the provisions of the Articles of Incorporation with those of the applicable legislation

The main changes proposed in the draft Articles of Incorporation are:

Detailing the scope of business of the company

Decrease of quorum (up to the level stipulated by law 31/1990: extraordinary general meeting of shareholders 1/4 at the first call, 1/5 at the second call) of meeting and adoption of future resolutions of general meetings of shareholders that will liberalize making further major decisions and allow an increased involvement of the shareholders

To remove incompatibility which exceed Regulation 15/2004 of CNVM for the board

The removal of any SIF2 shareholding threshold, compliance with the legislative framework in favor of shareholders

The possibility of a parallel listing of SIF2 share on another regulated market

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SIF MOLDOVA SA

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The Ordinary General Assembly of the Shareholders

Agenda

1 Approval of the Management Report of the Board of Directors for the year 2011

2 Approval of the 2011 individual financial statements, accompanied by the opinion of the financial auditor

3 Approval of the distribution of net profit attained in 2011; approval of the gross dividend / share; deciding upon the deadline and means of payment of the dividends

4 Approval of full discharge of the Board members for the year 2011

5 Approval of the general limits for the remuneration of Directors and Managers (executive officers) and for any other benefits granted in accordance with the article art. 15318 of Law 31/1990 republished

6 Approval of the Activity Program for 2012, of the Revenue and Expense Budget for 2012 and of the updated Declaration of Investment Policies for the 2011-2013 period

7 The election of a new director for filling in the number of seven positions in the Board of Directors

8 Presentation of the changes in the Articles of Association imposed by Law no. 11/2012 for the modification of Law 297/2004 regarding the capital market

9 Approval of the closure of the representatives offices of SIF Moldova from Braila, Galati, Piatra Neamt, Suceava and Tulcea

10 Approval of the expiration of the right to request the payment of dividends due to shareholders and not collected for the last three years and registering the amounts in "other revenue” account

11 Approval of the date of April 27, 2012 as the registration date for shareholders subject to the decisions adopted by the General Assembly of Shareholders

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SIF MOLDOVA SA

14

Realization of objectives 2011

Dir

ect

ion

s In accordance with the Activity Program for 2011 and with the Declaration of Investment Policies for 2011 – 2013, approved by the General Assembly of Shareholders of Apr 22, 2011, SIF Moldova has elaborated and is implementing, in the given market conditions, a medium / long term investment policy focused on the following objectives:

Exploiting the experience on the national market and the adjustment of exposures in favor of domestic investments

Consolidation of FIC Moldova's strategic position on the capital market by continuing partnerships with the shareholding of other powerful entities acting in the market

Management of the BCR holding - a major strategic objective

Increasing the speed and effectiveness of restructuring and balancing the portfolio

Decreasing the number of low-performance investments and sectors

Improving the management of liquidities so that SIF Moldova may ensure: - the continuity of activity and the continuation of the investment process; - the “cash management” for monetary investments and highly liquid investments; - the rapid exploitation of market opportunities.

a b c d

e f

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SIF MOLDOVA SA

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Structural objectives included in the Declaration of Investment policies for 2011 – 2013

Increase in value of listed securities TARGET: at least70%

2010 60.9%

2011 11.2%

Decrease in the weight of non-listed securities (excluding the BCR investment)

TARGET- no more than 2%

Decrease in the weight of listed / non-listed investments without growth potential or not liquid) together with the increase in volume of speculative operations

Maintaining a level of liquidities (deposits, current accounts and cash) of at least 5%.

Decreasing the weight of the financial sector, while maintaining it as a main sector

TARGET- at least 50%

Holdings between 0-10% of the share capital of portfolio companies.

TARGET – decrease to 70%

2010 3.7%

2011 3.2%

2010 5.0%

2011 5.0%

2010 4.7%

2011 82.0%

2010

61.8%

2011 52.4%

Increasing the weight of the energy sector TARGET – at least 20%

2010 5.2%

2011 17.2%

Holdings between 10-20% of the share capital of portfolio companies

TARGET – increase to 10%

2010 13.2%

2010 72.4%

2011 73.8%

2011 4.7%

% of the total value of assets

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SIF MOLDOVA SA

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Realization of the financial objectives

Indicator (mil. RON) 2009 2010 2011 REB 2011

% REALIZED

e 2012

Net profit 101 96 191 69.8 274 76.5

Indicator (mil. RON) 2009 2010 2011 REB 2011

% REALIZED

e 2012

Revenue from ceded financial investments

97 104 245 186 131 126

Revenue from dividends 72 21 18 5 360 12

Revenue from interest 13 6 4 2 200 3.5

Indicator (mil. RON) 2009 2010 2011 Planned

for 2011

% REALIZED

e 2012

Investments in securities 52 171 128* 100 128 130

The net profit recorded in 2011 places SIF Moldova on the second place in the top profits recorded by SIFs in their entire history.

* The value does not include the ERSTE shares held, obtained in exchange for BCR shares

101 96

191

76.5

2009 2010 2011 e 2012

Evolution of net profit (mil RON)

52

171

128 130

2009 2010 2011 e 2012

Investments in securities (mil RON)

97 104

245

126

72

21 18 12 13 6 4 3.5

2009 2010 2011 e 2012

Evolution of revenuee (mil RON)

Revenue from ceded financial investments

Revenue from dividends

Revenue from interest

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The structure of assets

Approach from the perspective of CNVM regulations

STRUCTURE OF ASSETS of SIF Moldova (RON)

2009 2010 2011 2011 / 2010 (%)

Government securities

Liquidities 329.566 548.687 477.838 87 Receivables 10.896.275 1.922.444 1.664.080 87 Bank deposits 127.847.158 55.542.495 128.970.299 232 Municipal bonds 811.187 540.782 384..390 71 Corporate bonds 957.560 1.055.260 1.066.368 101 Listed stock 698.534.990 643.081.355 941.078.265 146 Unlisted stock 326.553.139 335.758.760 42.728.080 13 UCITS securities 14.724.614 102.096.831 20.988.658 21 Other assets 18.907.229 30.671.428 16.850.260 55 Total assets 1.199.561.718 1.171.218.043 1.154.208.238 99 Total liabilities 17.724.478 28.216.905 56.724.556 201 Precollected revenue 10.380 9.930 9.480 95 Net assets 1.181.826.860 1.142.991.208 1.097.474.202 96 NAV / share 2,2767 2,2019 2,1142 96 Market price (RON) 1,1400 1,1620 1,0800 93 Discount (-) Market price / BVS

- 50% - 47% -49%

The contextual analysis (the evolution of the SIF Moldova sector in relation to the evolution of the stock markets) reveals the fact that the Net Assets of SIF Moldova decreased the least during 2011 (approx. 4%) due to the implementation of portfolio restructuring policies (initiated in the current term of office of the BD – 2009) – within the strategy for decreasing the exposure to the financial sector and the consolidation of the exposure to the energy sector. This process will be continued in the 2012 – 2013 period by participating in the public offers aimed at listing the shares of companies in the national energy sector as well as by identifying investment opportunities on the external markets .

2.2767 2.2019 2.1142

1.1400 1.1620 1.0800

2009 2010 2011

VUAN Pret piata (lei)

Discount - 47%

Discount - 49%

Discount - 50%

Market price SIF2 01.02.2012

1.4000

NAV/share Market price

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The structure of assets

operational approach

STRUCTURE OF ASSETS 2009 2010 2011

Shares, of which: 85,46 89,65 85,23

- listed 58,23 60,98 82,01

- unlisted 27,22 28,67 3,22

non-UCITS securities (fund units) 1,23 1,54 1,28

Monetary instruments (deposits, liquidities, etc) 10,69 4,79 11,22

Bonds (municipal, corporate, fund units, bonds) 0,15 1,24 0,66

Other assets 2,48 2,78 1,61

Listed shares 58.23%

Non-listed shares 27.22%

Non-UCITS securities

1.23%

Monetary market

instruments 10.69%

Bonds 0.15%

Other assets 2.48%

STRUCTURE OF ASSETS - 31/12/2009

Listed shares 60.98%

Non-listed shares 28.67%

Non-UCITS securities

1.54%

Monetary market

instruments 4.79%

Bonds 1.24%

Other assets 2.78%

STRUCTURE OF ASSETS - 31/12/2010

Listed shares 82.01%

Non-listed shares 3.22%

Non-UCITS securities

1.28%

Monetary market

instruments 11.22%

Bonds 0.66%

Other assets 1.61%

STRUCTURE OF ASSETS - 31/12/2011

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Structure and evolution of the portfolio by field of activity

Distribution of investments by field of activity weight in total assets (%)

2009 2010 2011

Financial 67,54 61,84 52,44

Energy 4,47 13,28 17,21

Manufacturing 8,00 8,55 7,19

Pharmaceuticals 2,35 2,32 2,49

Commerce 0,49 0,37 2,21

Construction 0,40 0,85 1,24

Agriculture 0,20 0,16 0,96

Others 2,01 2,28 1,49

TOTAL 85,46 89,65 85.23

Financial 67.54%

Energy 4.47%

Industry 8.00%

Pharma 2.35%

Others 3.09%

Exposure by sector in 31/12/2009

Financial 61.84%

Energy 13.28%

Industry 8.55%

Pharma 2.32%

Others 3.66%

Exposure by sector in 31/12/2010

Financial 52.44%

Energy 17.21%

Industry 7.19%

Pharma 2.49%

Others 5.90%

Exposure by sector in 31/12/2011

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Top companies in the portfolio

31/12/2009 31/12/2010

TOP COMPANIES IN THE PORTFOLIO

% held in the issuer's share

capital

Weight >1% of the total value

of assets

% held in the issuer's share

capital

Weight >1% of the total value of

assets

BRD 4,74 35,74 3,86 27,98

BCR 6,00

23,37 6,00 24,87

BANCA TRANSILVANIA 3,69

6,45 4,60 6,90

FONDUL PROPRIETATEA 0,26

1,21 1,14 6,07

OMV PETROM 0,17

2,06 0,16 2,64

SNTGN TRANSGAZ 0,68

1,03 0,94 2,47

BIOFARM 11,46

2,20 12,21 2,20

TESATORIILE REUNITE 88,14

1,72 88,79 1,49

AEROSTAR Holding is not in

the top 12,09 1,22

BURSA DE VALORI BUC Holding is not in

the top 4,74 1,17

TRANSELECTRICA Holding is not in

the top 1,01 1,15

TOTAL 73,78 79,21

31/12/2011

TOP COMPANIES IN THE PORTFOLIO

% held in the issuer's share

capital

Weight >1% of the total value of

assets

ERSTE BANK 1,03 21.76

BRD 3,28 21.49

FONDUL PROPRIETATEA 1,64 8.60

BANCA TRANSILVANIA 4,99 7.25

SNTGN TRANSGAZ 1,47 3.15

OMV PETROM 0,20 2.95

BIOFARM 12,23 2.32

TESATORIILE REUNITE 89,04 1.90

TRANSELECTRICA 1,09 1.23

AEROSTAR 12,45 1.21

MECANICA CEAHLAU 55,11 1.20

TOTAL 73.16

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General picture of the assets portfolio

MAIN SHARES PORTFOLIO

(1) 80,20%

of total assets

FIXED REVENUE

AND MONETARY

INSTRUMENTS

PORTFOLIO

11,88% of total assets

SHARES PORTFOLIO

(2) 3,82%

of total assets

UCITS

SECURITIES

PORTFOLIO

1,28% of total assets

SHARES

PORTFOLIO

(3) 1,21%

of total assets

Companies in this portfolio were selected based on the following criteria: Good / very good liquidity; Valuable patrimony not always reflected in market value or in

accounting value of the share for unlisted companies (implicitly in the registration value in the SIF Moldova net assets);

Good perspective for business; Good dividend rate of return; For closed companies in the portfolio there are reserves for the increase of the price per share at the moment of SIF Moldova exit.

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Balance sheet

Items (RON) 2009 2010 2011 2011 / 2010 (%)

Non-current assets

I. Intangible assets 474.133 826.339 1.277.508 155

II. Tangible assets 18.038.896 15.852.118 15.098.528 95

III. Financial assets, of which: 349.344.310 478.980.497 535.130.346 112

Securities and other financial instruments held as non-current assets

312.487.787 440.639.903 495.655.369 112

Non-current assets – Total 367.857.339 495.658.954 551.506.382 111

Current assets

I. Inventory 37.899 33.805 27.904 83

II. Receivables, of which: 138.923.912 65.391.991 130.716.294 200

Trade receivables 127.932.287 55.645.324 129.126.332 232

III. Short term financial investments 10.712.458 15.514.286 8.204.380 53

IV. Cash and bank accounts 214.543 411.029 476.571 116

Current assets – Total 149.888.812 81.351.111 139.425.149 171

Prepaid expenses 77.055 116.391 61.449 53

Current liabilities 17.724.478 26.126.305 56.724.556 217

Current assets less net current liabilities 132.231.009 55.331.267 82.752.562 150

Total assets minus current liabilities 500.088.348 550.990.221 634.258.944 115

TOTAL ASSETS 517.812.826 577.116.526 690.983.500 120

Financial and accounting status

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Balance sheet (continued)

Items (RON) 2009 2010 2011 2011/ 2011 (%)

Provisions 44.071.216 52.086.852 69.532.444 133

Deferred revenue 10.380 9.930 9.480 95

Equity and reserves

1. Subscribed and paid-in registered capital 51.908.959 51.908.959 51.908.959 100

2. Revaluation reserves 15.170.030 13.323.302 13.387.079 100

3. Total reserves, of which: 263.998.022 315.194.457 235.526.597 75

Legal reserves 10.381.792 10.381.792 10.381.792 100

- Reserves constituted from adjustments for devaluation of financial non-current assets - debtor balance

94.601.896 125.728.526 175.343.070 139

- Reserves constituted from the value of securities / shares acquired free of charge

102.144.382 118.009.632 86.598.381 73

- Reserves representing surplus realized from revaluation reserves

2.418.666 2.717.003 2.717.331 100

- Other reserves 243.655.078 309.814.556 311.172.163 100

4. Reported result 23.607.297 22.182.702 72.410.172 326

5. Result of fiscal year 101.332.824 96.293.949 191.493.692 199

Owners’ Equity - Total 456.017.132 498.903.369 564.726.499 113

TOTAL LIABILITIES AND EQUITY 517.812.826 577.116.526 690.983.500 120

Financial and accounting status

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Income statement

Items (RON) 2009 2010 2011 2011 / 2010 (%)

A. Revenue from operations total, of which: 192.416.867 175.914.315 328.850.085 187

1. financial non-current assets 72.017.626 21.301.365 18.099.092 85

2. ceded financial investments 96.631.878 103.983.529 244.792.448 235

3. interest 12.721.785 6.200.045 3.719.234 60

4. provisions, reactivated claims 7.986.213 32.310.035 13.513.639 42

5. other revenue 3.059.365 12.119.341 48.725.672 402

B. Expenses with operations total, of which: 84.070.171 65.232.372 99.660.502 153

1. ceded financial investments 38.096.855 16.904.427 33.503.524 198

2. exchange rate variations 560.648 3.840.779 2.021.989 53

3. commissions and fees 1.990.194 2.618.267 4.812.500 184

4. depreciations, provisions, losses from various debtors 30.675.053 22.683.490 38.039.236 168

5. banking and similar services 48.411 42.206 50.192 119

6. materials 304.207 227.662 323.396 142

7. electricity and water 199.525 190.963 245.867 129

8. expenses with staff 10.967.482 16.180.859 17.465.660 108

9. external services 823.583 2.231.683 2.605.168 117

10. taxes and similar payments 404.213 312.036 592.970 190

C. Operational result - profit 108.346.696 110.681.943 229.189.583 207

D. Gross profit 7.013.872 14.387.994 37.695.891 262

E. Net profit 101.332.824 96.293.949 191.493.692 199

Financial and accounting status

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Dividend policy

In accordance with the shareholders’ decisions and showing openness to their opinions and expectations, SIF Moldova identified in 2011 the possibility to fully liquidate the BCR stock, undertaking to reflect the results of this unique transaction in the 2011 financial results. During the negotiations for the transaction with BCR shares, SIF Moldova had an individualized position, in order to identify limits to its suitability, legality and conformity. The clarification of the legality and conformity situation led to the adoption of a corporate strategy for the execution of the entire liquidity component related to the 2011 transaction, in the context of an unpredictable financial environment.

The main priority considered was compliance with the mandate entrusted by the O-GAS regarding the predictability of the dividend policy and of the multiannual investment strategy for 2011 – 2013. The assurance of liquidities from the transaction with BCR shares in December 2011 created the conditions for the exploitation of investment opportunities, ensured the financial balance but especially the motivation of the investment policies for 2012, a year that is hoped to be an ambitious one from the perspective of the size and diversification of investment programs. At the same time, SIF Moldova has not undertaken a passive strategy for the implementation of the part of the transaction with BCR shares that involves the exchange with ERSTE shares throughout 2011 – 2012, a strategy that could have ensured a “comfortable” planning of the REB for 2012, but would not have respected the spirit of the investment policies adopted by shareholders in April 2011.

The exceptional result of the year 2011 should be seen from the perspective of the balance between the satisfaction of shareholder expectations regarding the distribution of dividends and the necessity of supporting investment programs (according to the 2012 Program and to the Declaration of Investment Policies for 2011 – 2013, approved by the OGAS of Apr 22, 2011), an essential condition for ensuring medium / long term shareholder benefits.

Dividend payments: 2008 Dividend 2009 Dividend 2010 Dividend

0.0450 RON/share 0.0600 RON/share 0.0900 RON/share

1 Total dividend payable(RON) 23.359.032 31.145.375 46.718.063

2 Total paid up to 30/09/2011 (RON) 18.317.002 23.956.553 34.814.500

% paid up to 31/12/2011 78.42% 76.92% 74.52%

SIF Moldova proposed and shareholders approved in the GAS of Apr 22, 2011 a predictable dividend policy. Thus, absent any extraordinary market circumstances, SIF Moldova will ensure shareholders a dividend rate of return of at least 5% compared to the market price of the SIF2 share, if the price evolves to a level of 2 RON/share. Over this level, the dividend rate of return will be of at least 3%. The reference for the calculation is the average price of the SIF2 share for the last 90 trading days of the year for which the dividend is calculated.

At the same time it is necessary to correlate the payment of dividends with the capital subscription, such as may be insured necessary resources for participation at public offering announced by the Romanian Government.

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Dividend policy (continued)

Net profit to distribute (RON) 191.493.692

• Dividends 114.199.710

• Non-distributed Profit 77.293.982

The Board of Directors proposes and recommends the General Assembly of Shareholders the distribution of the net profit realized in the 2011 fiscal year to the following destinations:i:

The Board of Directors proposes the distribution to shareholders of a gross dividend of 0,2200 RON / share, representing a total dividend fund of 114.2 mil RON, with a rate of distribution of the net profits of approximately 60%. The dividend fund thus constituted represents more than 88% of the total liquidities available as of Dec 31, 2011. The proposed gross dividend rate of return, relative to the average price of the SIF2 share for the last 90 trading sessions of 2011 (0.8830 RON/share) is of 25%, more than triple the interest for bank deposits for a year. The increase in gross dividends proposed for distribution, compared to the dividend distributed in the previous fiscal year is of 144%.

2008 2009 2010 2011

94 97 96 191,5

2008 2009 2010 2011

43,1 128 56 129,1

Evolution of the net profit (mil. RON)

Evolution of liquidities – at the end of the period (mil. RON

2011 / 2010 Growth 100%

Evolution of the gross dividend (RON)

2011 / 2010 Growth 131%

2008 2009 2010 2011

(proposal) 0,045 0,060 0,090 0,2200

Evolution of the dividend fund constituted (mil. RON)

2008 2009 2010 2011

(proposal)

23,3 31,1 46,7 114,2

2011 / 2010 Growth 144%

Evolution of the dividend / net profit ratio, respectively dividend / liquidities attests to the ascending trend of the dividend policy within predictable dimensions:

2011 / 2010 Growth 144%

The weight of the dividend fund in the net profits (%)

2008 2009 2010 2011

24,79 30,70 48,64 59,63

The weight of the dividend fund in liquidities (%)

2008 2009 2010 2011

54,06 24,29 83,39 88,18

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Market

Shares issued by SIF Moldova are admitted and traded on the Bucharest Stock Market in the 1st tier, from Nov 1, 1999. The register of shares and shareholders is maintained in compliance with legal provisions by the Central Depository (“S.C. Depozitarul Central S.A.”) independent depository company.

2011 Dec, 31 Stock market capitalization: 424.615.283 RON (99 mil. EURO) Price: 1,0800 RON EPS: 0,14 RON PER: 5,84 P/BV: 1,13 52 m: 0.7180 RON/share 52 M: 1.5080 RON/share 52 M: 1.5080 lei/actiune

Evolution of the SIF2 share

Indices

As a consequence of the policies applied and in the given market conditions, we record the following comparative data regarding the SIF2 share: • It records the highest price • The lowest decrease of the NAV /

share • The second position from the

perspective of the result of the fiscal year

Share SIF2

2012 Feb, 01 Stock market capitalization: 726.725.423 lei 167 mil EURO Price: 1.4000 lei

Performance within sector

SIF 1 SIF 2 SIF 3 SIF 4 SIF 5

NAV/share 31/12/2011 (RON) 2,3631 2,1142 1.2189 1,5335 2,4429

NAV/share 31/12/2010 (RON) 2,4810 2,2019 1,3790 1,7500 2,6840

NAV/share evolution 2011( %) - 5 -4 -12 -12 -9

SHARE PRICE 31/12/2011 0,9030 1,0800 0,5670 0,5710 1,0570

DISCOUNT Price/BVS (%) -62 -49 - 53 -63 - 57

SHARE EVOLUTION 2011 (%) -10 - 7 + 4 - 13 - 16

PROFIT AS OF 31/12/2011 (mil. RON) 66,0 191,4 207,7 65,3 83,6

VALUE OF ASSETS (mil euro) 311 268 320 310 353

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The principles constituting the basis for future activity

Continuity / Predictability

Taking into consideration the shareholders’ Decision from the OGAS of Apr 28, 2011 regarding the adoption of the Declaration of Investment Policies for 2011 – 2013, defining a multiannual investment strategy through which objectives were set forth that would lead to an increase in the value of assets and in the rate of return of the portfolio, as well as the results recorded as of Dec 31, 2011, confirming the correct designation of objectives estimated through the multiannual strategy proposed, the 2012 activity program will be subordinated to these strategic directives.

Dynamic / Active Management

As a consequence of the implementation of the OGAS Decision of Nov 28, 2011 regarding the liquidation of the BCR investment, a major increase in the degree of liquidity of the portfolio was recorded and the bases were created for: - Obtaining revenue and profit from the liquidation of the Erste Bank AG shares; - An increase in the investment program, based on

the cash resources resulted from the BCR shares sale transaction, proportionate to the distribution of the profit realized in 2011, specifically the allocation towards dividends / investments of the 2011 profit;

Adaptability

The investment policy will exploit the opportunities identified to the extent of a balanced management of risk. The appearance of opportunities during 2012 or of events with a major impact on the market may lead to the adjustment of the programs proposed.

Prudence

Taking into consideration the European level economic context influenced by the sovereign debt crisis, we consider that a prudent approach is warranted.

Financial balance (cash flow, dividends)

Setting investment objectives will take into account maintaining the company’s financial balance, an optimal mix between the need for cash for the continuation of investment programs and the shareholders’ expectations regarding dividends.

Objectives of the investment program

• The realization of revenue from trading amounting to 126 mil. RON • The realization of a profit from trading amounting to 96 mil. RON • The realization of an investment program amounting to:

• the 1st alternative = 70 mil. RON, an alternative for which the capacity to finance investment programs is limited by the non-adoption of an EGAS decision for increasing the share capital;

• the 2nd alternative =130 mil. RON, in case the operation to increase the share capital is approved and implemented at a successful level that would ensure at least 60 mil. RON.

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The exposure to the financial and banking sector was mainly aimed in the 2011 fiscal year at a decrease from 61,8% to 52,4% (through the unique transaction with BCR) – a level very close to the multiannual strategic target. To this end, the previous objective is intended to be maintained, with a possibility for decreasing within a 10% margin, depending on the evolution of the sector at an European level. From the point of view of the holdings consolidated at group level, it is intended that until the end of the period (2013), the weights for each group would not exceed 25%, with an exposure of three to seven groups.

Together with the change in the weight of the banking sector, an increase in the weight of the energy sector is envisaged (including investments in electricity from conventional or renewable sources, oil, gas, other utilities, related services as well as PF holdings; the level realized as of the end of 2011 is 17,2%. Compared to the initially proposed objective, of no less than 20%, the weight of this sector would exceed 25% in the event of the listings announced by Romanian authorities could take place in conditions advantageous for investors.

The increase in weight of listed companies / securities in the total value of assets – the minimum planned in 2011 – 70%. The increases are to be obtained through long term investments in shares with a perspective for improving the market value, by increasing the investment in companies that have been constantly granting dividends, the consolidation of the percentage held in financially solid companies. The level attained as of the end of 2011, of 82%, is to be taken as a point of reference, the weight of listed shares being planned to remain within a range of + / - 5%.

The decrease in weight of unlisted or untraded companies / securities in the total value of assets. The effort to decrease exposure to this category will be carried out by exiting from historic investments with no perspectives for performance; the objective undertaken is aimed at restructuring this portfolio, without excluding this type of investment with a longer investment horizon, that could subsequently offer rates of return by sale / listing; the level realized as of the end of 2011 is of 3,2%.

The decrease in weight of listed / non-listed investments with no fundamental potential for growth / non-liquid (approx. 5% of total assets), together with the increase in volume of speculative operations that may offer additional global profit from short term assets.

The optimization of the structure of the share portfolio from the perspective of holding percentages – depending on the forecasted holding period, actions are planned for the consolidation of investments as well as the decrease of residual holdings;

a b c

d e f

Strategic lines defined through the Declaration of Investment Policies for 2011 – 2013

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Strategic lines defined through the Declaration of Investment Policies for 2011 – 2013 (continued)

The continuation of the investment process on foreign markets, maintaining a majority weight in the Romanian securities asset portfolio; the weight of investments in regulated foreign markets, predominantly in the Central and Eastern Europe region, as well as in other EU or non-member countries, could reach 15% of the total value of assets, by decreasing the exposure to the Erste issuer. The weight of investments in foreign markets as of the end of 2011 is of 24%, as a consequence of the significant increase of the Erste shares holding (21,8%).

The opportunities offered by the evolutions in the gold market allow the exploitation of moments when the price increases, at the same time ensuring, through the investment in gold mining companies, the decrease in risk resulted in this period of maximum volatility of financial markets, the compensation of long term inflation. The maximum exposure undertaken in this period will be of approx. 5% of total assets. The motivation lied in the under-valuation of gold mining companies, the granting of quarterly dividends generating cash flows for the investor as well as the suitable time on the market for purchasing companies like Junior Gold Companies by the large gold companies that will lead to their consolidation in the following years.

i j

The weight of holdings in non-UCITS and UCITS should not exceed 5% of the value of total assets; the level realized as of the end of 2011 is of 2%.

g

Maintaining a level of liquidities (deposits, current accounts and cash) of no less than 5% of the total value of assets, but no more than 10%, in order to ensure resuming the investment flows and the conduct of activity in normal conditions; the level realized as of the end of 2011 is of 11,12%.

h

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Risk management and portfolio performance optimization

INSTRUMENTS

The Application for Risk Management and Investment Portfolio Performance Optimization within the Integrated Computer System has the following characteristics : The reference portfolio of SIF Moldova is

divided into subportfolios, with the aim of implementing investment strategies by type of asset, time horizon, strategic objectives, etc.

The comprised subportfolios use advanced quantitative techniques as an instrument of analysis, with the role of measuring and optimizing portfolio risk depending on the expected rate of return

The analyzed portfolio indicators represent the specific risk and rate of return of the traded financial instrument portfolio. Alpha, beta, volatility, VAR, etc. are used

The dynamic optimization of portfolio holdings takes into account the continuous optimization of the performance / risk ratio, taking into consideration the quality of assets in the portfolio and the effort to diversify existing investments

Risk and performance indicators of the financial instruments portfolio (SIF MOLDOVA) compared to the market portfolio represented by the representative indices of the market (BET C, WIG20, PX, ATX) presents as follows :

Category of indicator

Name of indicator

Values for the SIF Moldova portfolio

Values for the market portfolio

Performance measure

Average rate of return (%/ year)

-14,04

-5,39

Alfa

0,21

-0,11

Performance quality measure

Skewness

-0,3

Kurtosis

3

Risk measure

Daily VaR (%)

7,5

4,63

Daily CVaR (%)

9,35

5,77

Volatility (%/an)

22,16

11,97

Portfolio Beta

0,52

1,00

Although negative or below average rates of return predominated in the market, the financial and monetary assets in the SIF Moldova portfolio attained an excess rate of return – alfa, without bringing additional risk. In terms of exposure to market risk, the SIF Moldova portfolio is a defensive portfolio with a moderate risk, ~48% less volatile than the market. The VaR indicator shows with a 95% probability that in the 1 year interval, the maximum accepted potential loss for the traded financial instruments portfolio that could have arisen when the rates of return were in a critical range was no higher than 7,5%.

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Management of human resources – a strategic objective

The current term of office of the Board of Directors granted special attention to human resources, to the end of implementing a complex process of restructuring and reorganization, carried out for the entire duration of the term of office, aimed at:

The employees’ continuous professional training, to the end of maintaining the expertise gained during several years of specialization. The optimal logistical conditions were ensured, as well as the full / partial refund of the costs associated to the professional training process (investment consultant, technical expert, financial auditor, evaluator, etc.).

The improvement / specialization of staff in fields of activity that would ensure the increase of the capacity of the organization to react to the effects of the prolonged financial crisis, an essential process for the formulation of decisions under conditions of uncertainty (fundamental analysis, technical analysis, macroeconomy, etc.) and in the field of conformity (internal auditing, internal control). The training process is continuous and is realized together with consultants / experts active in the domestic and foreign capital market.

a b

The adaptation of the organizational structure, of internal regulations so that they ensure conformity and performance. Thus, the activity was regulated at the level of each compartment, procedures that respond to internal functional needs as well as to CNVM requirements – these being an integral part of the Internal Regulations approved by the CNVM. In relation with the optimization of the organizational structure, the Individual Work Contracts and the Collective Work Contract were reviewed.

c

A sustained effort (financially as well as organizationally) was aimed at the creation and implementation of an integrated computer system that would lead to an improved efficiency of the mechanisms aimed at the investment process, portfolio management, risk management, information / document management, etc.

d

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Management of human resources – a strategic objective (continued)

The restructuring and reorganization process initiated in 2009 will be continued in the 2012 – 2013 period with the following main objectives: • Ensuring the conditions for the evaluation of performance at organization,

department and individual level; • The evaluation will be done in compliance with the objectives approved by the

GAS and the Board o Directors; • The evaluation criteria are provided in the Collective Work Contract and in the

protocols concluded between the representatives of the employees and of the management;

We specify that the financial reserves necessary for carrying out in 2012 a stage of the restructuring and reorganization process were taken into consideration. The process involves the evaluation of positions and of the individual performance of employees as well as the implementation of approaches like natural lay-offs, without excluding the possibility of collective restructuring / lay-offs compliant with labor legislation and with the CCM regulations.

The implementation of the risk management and portfolio performance analysis activity - into an independent structure – using computer instruments integrated into the general company computer system and ensure the complex analysis of risks related to financial instruments as well as to operations, corresponding to each department.

The finalization of the complex restructuring and reorganization process – up to the end of the current term of office of the Board of Directors (April 2013) – will lead to a high performance organizational structure at the level of the analysis and decision capacity (compliant with international practices in the field), flexible in relation to evolutions in the capital market and capable of ensuring conformity to the applicable legal framework, relevant internal procedures and the requirements imposed by the implementation of corporate governance principles.

e f

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Procedures / Compliance

The Compliance activity consisted of the following:

• Implementing general corporate governance principles in current activity

• Separation (independence) of analysis, operational and control fluxes

• Risk management, of activity specific risks as well as of those related to the IT system, money laundering, terrorism etc (in compliance with legal regulations in force)

• Setting activity procedures to the model of the quality assurance system

• Setting procedures for adoption of decisions by the leadership organs within the prudential limits established by legal regulations. The harmonization of investment policies is within the competence of acting leaders with respecting delegations of competence approved by the Board of Directors.

• The continuous specialization of staff in portfolio and related risk management processes as well as in using the technical platform supplied by the integrated computer system.

Within SIF Moldova functions a consultative organ in the form of an Investment Committee tasked

with:

• Ensuring active portfolio management;

• Ensuring an optimal ratio between efficiency and associated risks;

• Elaboration and implementation of market analysis methods, based on fundamental evaluation criteria as well as on technical indicators taking into account the evolution of market indicators;

• Ensuring prudential control of risks and performance;

• Formulating clearly structured investment proposals, based on rules ensuring consequent investment decisions, preventing and avoiding emotional and / or conjunctural decisions;

• Ensuring the diversification of assets through compliance with applicable regulations, of approved prudential norms and of standards of quality specific to the financial and capital markets.

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SIF Moldova, as an issuer listed in the 1st tier of the BVB, is permanently aiming at respecting corporate governance principles set forth in the Corporate Governance Regulation – in the following directions:

Corporate governance structures

Respecting shareholder

rights

Organization and

functioning of the Board of

Directors

Transparency, financial

reporting, internal

control and risk

management

Conflicts of interest and transactions

with involved persons

The regime of corporate information

The issuer’s social

responsibility

SIF Moldova has elaborated a Regulation of Corporate Governance that describes the main aspects of corporate governance, a document approved by the Board of Directors. The corporate governance regulation is posted on the Company website, www.sifm.ro. In the Regulation of Corporate Governance are defined corporate governance structures, functions, competencies and responsibilities of the Board of Directors and of executive management. On the website, information is disseminated regarding the SIF Moldova corporate governance policy: - Description of corporate governance structures; list of BD members, of the members of executive leadership, with the short variant of the resume for each member - Updated articles of association - Internal functioning rules comprising essential aspects for the organization and functioning of internal compartments, in the form of „Internal regulations”, a document submitted for the approval of CNVM (the latest update, through CNVM approval no. 20/14.06.2011) - Declaration „Apply or Explain”

In the process of optimizing internal structures, Internal Regulations were revised and re-approved – the main changes involving the independence of the risk management activity as well as temporary and limited delegations of responsibility towards non-executive managers. CNVM has approved the modifications in the Internal Regulations with approval no. 20/14.06.2011.

The attention given to the optimization of the decision process is also shown by the adoption of the “Regulations for the organization and functioning of the Board of Directors of SIF Moldova “, adopted in the BD meeting of Aug 23, 2011.

The implementation of Corporate Governance principles