1 Electing the secretariat of the general meeting of shareholders

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2 EGMS Apr 04/05, Electing the secretariat of the general meeting of shareholders 2 Approval of a program of redemption its own shares 3 Approval of the changes in the Articles of Association of SIF Moldova, according to the proposals in the Annex to the Convocation. 4 Approval of the date of Apr 22, 2013 as the date for the registration 2

3 EGMS Apr 04/05, 2013 proposals 1 Lupascu Gabriel 2 Nicolaescu George Catalin 3 Puscas Michaela 3

4 EGMS Apr 04/05, 2013 Characteristics a) Purpose: buyback program aims to reduce capital. b) Maximum number of shares to be acquired: 51,908,000 shares c) Buyback price: the minimum buyback price will be the BSE market price at the time of the acquisition and the maximum buyback price of the shares will be of 1.60 RON/share (see the setting of maximum price) d) Program period: 9 months from the releasing date of GMS decision in the Official Journal Part IV. e) Payment of shares: the needed sources to finance the program are available from the Company's distributable profit or reserves registered into last approved annual financial statements, except for legal reserves, according to Art. 103 ^ 1 of Law no. 31/1990, updated. f) The execution of the buyback program will be depending on the market opportunities and the availability of necessary liquidity. 4

5 Potential effects Considering that the implementation of the buyback program involves cash outflow, the efficient investment in own shares is held by the potential price increase in the discount between the market price and net asset value. The buyback program followed by the reduction of the share capital will have positive effects on the increase of SIF Moldova s performance indicators, namely: the increasing of the NAV/share; the increasing of the net profit per share (EPS) and a higher dividend per share. During the development of the program it will be taken into consideration the best use of cash and ensuring a balance between the existing liquidity for buying back shares in favorable periods, distribution of dividends and investment programs to be conducted in

6 Setting the maximum buyback price The process of determining the maximum buyback price considered the range between the Fair NAV and the estimated market price for the ex- dividend date. Fair NAV (corrected net asset value) was determined by using the SOTP method (sum of the partssum of the composing parts). The general criteria is provided by the evaluation of the shares of the companies listed according to closing price, as per CNVM decision no. 23/2012 according the evaluation of CIS assets authorized/approved by the CNVM. For companies with good liquidity in the first two qualitative categories (characterized by valuable heritage, good business perspective, high dividend yield) there were no corrections as it was deemed that market prices reflect the fair value of the company. For some companies with low liquidity in the same qualitative categories, reviews have been carried-out based on patrimonial and return, with positive adjustments generated. Shares in low qualitative criteria (from categories 3 and 4, companies that were not liquid, with no development perspectives and without important assets and/or at various insolvency stages) have been reviewed as being worth zero. The net asset value obtained by evaluating the portfolio was corrected with: the amount of tax on unrealized gains (16%) the estimated dividends for the year 2012 (RON 88.2 mn ) 6

7 Maximum price adjustment The maximum price adjustment has taken into account the following guidelines: the maximum price in the last 12 months RON/share; the RRR Indicator (Investor's Required Rate of Return), calculated by the means of CAPM method (Capital Asset Pricing Model) based on data series for the year 2012 of SIF2 share and the main shares included in the BET-XT index, is situated in a range of 15-20%. Therefore, compared to the average acquisition price of shares SIF2, after the ex dividend date of 2013, the expected potential yield should be at least 20% in order to allocate capital for the buyback program implementation, to the detriment over other investments; a sufficient discount from Fair NAV has to ensure an yield potential, even in case of buying back the SIF 2 share at the highest price set for buyback operation. Taking into account the above mentioned, maximum buy-back price will be of maximum 1.6 RON/share. 7

8 EGMS Apr 04/05, 2013 the detailing of the company s objects of activity; the achievement of an effective and active communication with shareholders, allowing their increased involvement in the company; the decrease of the quorum needed for meetings and deciding in the future general meetings of shareholders, in order to make a more flexible process of taking further important decisions, having as key objective the increase of SIF Moldova s performance ; possibility of double listing of SIF 2 shares on other regulated market; the removal of the threshold for SIF 2 shareholding, in compliance with the legal framework; the adoption of clear and transparent structures of corporate governance to be adequately disclosed to the general public; the delegation of powers to the Board of Administration, expressly or permanently, facilitating the adoption of decisions for the benefit of shareholders and thus ensuring the possibility of taking opportunities by investing in national, EU or non-eu markets. 8

9 Draft resolutions EGMS EGMS Apr 04/05, 2013 Resolution 1 Resolution 2 It is approved the election of the EGMS secretariat, composed of 3 persons from the company shareholders, in compliance with article 129, paragraph (21) of the Law 31/1990: 1 Lupascu Gabriel 2 Nicolaescu George Catalin 3 Puscas Michaela It is approved the share buyback program, under the following conditions: a) the maximum number of shares to be acquired: 51,908,000 shares; b) the buyback program has as purpose the reduction of the share capital under the law conditions; the resolution on the share capital reduction will be taken by the shareholders after the completion of the buyback program; c) the minimum purchase price will be the BSE market price at the moment of the acquisition and the maximum price will be of 1.60 RON/share; d) the program period: 9 months from the releasing date of GMS decisions in the Official Journal, Part IV; e) the payment of the buyback shares is made from the distributable profit or from the available reserves of the company, registered into the last approved annual financial statement, with the exception of the legal reserves, in compliance with the article 103^1 of Law 31/1990 updated. It is empowered the Board to take all the necessary decisions for the enforcement of the decision Resolution 3 It is approved the amendments made to the Articles of Association of SIF Moldova, as proposed by the Board of Directors and presented in the Annex to the Convening Notice. Resolution 4 It is approved the date of April 22, 2013, as the registration date of the shareholders to whom the resolutions adopted by the extraordinary general meeting of shareholders are applied. 9

10 OGMS Apr 04/05, Electing the secretary of the general meeting of shareholders 2 Approval of the Management Report of the Board of Directors for the year Approval of the 2012 individual financial statements, accompanied by the opinion of the financial auditor. 4 5 Approval of the distribution of net profit attained in 2012; approval of participating in profits for executives and directors; deciding upon the deadline and means of payment of the dividends. Approval of dividends prescription due to shareholders for 2009 agreed by the AGOA from , and not collected up to July and registering the amounts in "other revenue account. 6 Approval of full discharge of the Board of Directors for the year Approval of the Activity Program for 2013 and Investment Policies of SIF Moldova; approval of the Revenue and Expense Budget for Information on Corporate Governance Code of SIF Moldova 9 Election the Board of Directors consists of 7 members, for a term of four years ( ). 10 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 of Law 31/1990 updated; approval of the administration contract and management contract for the period of the mandate Approval of the appointment of financial auditor and the term of the financial audit contract.. 12 Approval of the date of April 22, 2013 as the registration date 10

11 OGMS Apr 04/05, 2013 proposals 1 Lupascu Gabriel 2 Nicolaescu George Catalin 3 Puscas Michaela 3

12 Price SIF2 Discount OGMS Apr 04/05, 2013 Indicator variation 2012/2011 % variation 2012/2009 % Total asset (mn RON) 1,199 1,171 1,154 1,144-0,8-4,6 Net asset (mn RON) 1,181 1,142 1,096 1,090-0,6-7,7 NAV per share (RON) ,6-7,7 Market price (RON) ,3 +27,2 Discount: Market price/nav per shr(%) SIF Moldova succeeded in maintaing a relatively constant value of assets under management (RON 1,144 mn, down by 0.9% compared to 2011 and by only 4.7% compared to 2009). Overall, at the end of 2012, the sector recorded decreases by 3.4% of the total assets compared to 2011 and by 16.8% compared to % 1.84 NAV/share Price Discount % 80% 70% 60% % 40% % % 20% 10% % dec.-08 apr.-09 aug.-09 dec.-09 apr.-10 aug.-10 dec.-10 apr.-11 aug.-11 dec.-11 apr.-12 aug.-12 dec

13 SIF 2 SIFs sector 7,793 7,327 6,723 6,493 1,199 1,171 1,154 1, SIF Moldova succeeded in maintaing a relatively constant value of assets under management (RON 1,144 mn, down by 0.9% compared to 2011 and by only 4.7% compared to 2009). Overall, at the end of 2012, the sector recorded decreases by 3.4% of the total assets compared to 2011 and by 16.8% compared to

14 Objectives as stated in the Investment Policy Statement updated (GMS resolution of April 6,2012) (% of the total assets ) limit Main weight in listed securities / Financial sector - main sector / Energy target sector Gold mining companies - to reduce the risk from market volatility Investments in the foreign markets (including EBS) UCITS and non UCITS (excluding the FP holding) max Listed/unlisted securities without potential reduction from Level of liquidity min 5 max achieved 2012 Securities investments (mn RON) Securities investments for 2012 were at a level comparable to that of 2011, being directed as follows: 78% - RON 95.2 mn investments in shares 20% - RON 25.3 mn investments in fund units 2% - RON 2.5 mn investments in bonds Total investments : RON 474 mn 14

15 listed shares unlisted shares monetary instruments other assets Financial Energy Manufacturing Pharmaceutical Others

16 Dec 31, 2012 % holdings in the share capital of the issuer Percentage > 1 % in the total value of assets ERSTE BANK BRD BANCA TRANSILVANIA FONDUL PROPRIETATEA OMV PETROM TRANSGAZ BIOFARM TESATORIILE REUNITE AEROSTAR MECANICA CEAHLAU TRANSELECTRICA TOTAL

17 (5) UCITS and NON UCITS 3,3% (4) Monetary instruments 8.5% shares (3) 1.5% shares (2) 3.1% Main shares portfolio (1) 83.3% 17

18 193* * In 2011 an exceptional deal with BCR occurred The net profit of 137 RON mn booked on December 31, 2012, exceeded the budgeted target for 2012 by 79% and maintains SIF Moldova in the top sector in which it operates (SIFs). 18

19 Revenues from dividends Revenues from dividends Revenues on disposal of financial investments Maintaining a high level of revenues from transactions is completed by the upward trend of the revenues from dividends (after a significant decline in the period ) as a result of the portfolio optimization process. 19

20 1,200 1,171 1,154 1,145 In 2012, the average monthly percentage of the administration costs were 0.10% of total assets, and is within the range of 0.10% % of the fees paid to management companies by the investment funds In case in the administration costs will be included the directors and employees participation in the benefits plan for 2012, the average monthly percentage of all operating expenses represent 0.17% of the total assets. Total assets Net profit Dividends Operating expenses 20

21 In the current mandate of the Board of Directors a special attention was granted to the human resources in the sense of allocating resources for the professional trainings, in order to harmonize the expertise with the amendments to the organization chart. For personnel training were allocated RON 350,000 (197% compared to mandate) 228 Before the current mandate of the Board 119 The beginig of the restructuring 81 The organization chart and the decisions flows have been optimized Dec-11 Jun-12 Sep-12 Evolution of occupied positions The activity is organized by procedures using an integrated IT system as support The impact of restructuring is found in optimization of the organizational structure from the perspective of the increasing rate of decision-making: the removal of some structures / hierarchical levels and redefining the departments responsibilities; the increase of the expertise level by setting up advisory committees to the Board - Audit Committee, Investment- Strategies Policy Committee - and of an interdepartmental committee at the executive level (Investment Committee); the integration of some activities/operations for shortening the analysis decision implementation cycle. 21

22 Dec 31, 2012 Market capitalization : RON 752,679,903 (EUR 171 mn) Price: RON 1.45 EPS: RON 0.26 PER: 5.48 P/BV: 1.21 P/NAV per share: m: 0.98 RON/shr 52 M: 1.53 RON/shr Comparative evolution SIF2 / BET-FI / NAV per share (Jan 2012 Dec 2012 / variations from previous month %) SIF 2 BET FI VUAN ian feb mar apr mai sep oct nov dec SIF BET FI VUAN

23 SIF / Dec 31, 2012 Banat Crisana Moldova Transilvania Muntenia Oltenia NAV/share (RON/share) Closing price (RON/share) Discount (%) Capitalization (mn RON) Net asset (mn RON) 1,317 1,090 1,140 1,064 1,410 Profit (mn RON) ROA (%) ROE (%) ROE ROA (%) SIF SIF SIF SIF SIF The management performance is certified by the level of the profitability indicators ROA = 12% (for assets) and ROE = 22% (for equity) that are above the average of the sector. 23

24 The legal assistance and representation activity has been extended and developed according to the objectives, with an accent on providing legal advice, solving any litigation mostly in an amiable manner, validating SIF Moldova strategies and positions in GMSs of companies in the portfolio, appraoching alternative solutions to preempt/close disputes, whilst still looking at diligent representation in all cases the company is part in. The objectives of the monitoring activities of the companies in the portfolio are observant of the key objectives of SIF Moldova: Increased speed and effectiveness of portfolio restructure and balance; reducing the number of participations in companies in underperforming sectors; promoting and observing corporate governance 24

25 In accordance with the Order of the CNVM President no. 13/2011 for the approval of the Regulation no. 4/2011, with the subsequent amendments, Section 7, article 278, point 4, we have read the Directors Report. The said report is not part of the separate financial statements. In the Directors Report we have not identified any historic financial information which is not in accordance, in all material respects, with the information presented in the accompanying separate financial statements. 25

26 OGMS Apr 04/05, 2013 The financial statements were drafted and presented in compliance with Accounting Regulations harmonized with European Economic Community 4th Directive applicable to institutions regulated and supervised by the National Securities Commission ( CNVM ), approved by Order no. 13 / 2011 for the approval of Regulation no. 4 / The reporting currency for the financial statements is the RON. Details regarding the balance sheet and the income statement can be consulted in the Notes to the financial statements attached. The financial statements for the 2012 period are audited by Delloite Audit SRL. Items (RON) Non-current assets 367,857, ,658, ,509, Current assets 149,888,812 81,351, ,435, Prepaid expenses 77, ,391 63, Current liabilities 17,724,478 26,126,305 57,284, Provisions 44,071,216 52,086,852 67,558, Subscribed and paid-in share capital 51,908,959 51,908,959 51,908, Revaluation reserves 15,170,030 13,323,302 13,387, Total reserves 263,998, ,194, ,526, Reported result 23,607,297 22,182,702 72,410, Result of fiscal year 101,332,824 96,293, ,922, Owners Equity 456,017, ,903, ,155,

27 Items (RON) Revenue from operations total, of which: 192,416, ,914, ,996, Expenses with operations total, of which: 84,070,171 65,232, ,998, Gross profit Net profit In our opinion, the accompanying separate financial statements present fairly, in all material respects, the financial position of S.C. SIF Moldova S.A. as of December 31, 2012, and its financial performance and its cash flows for the year then ended, in accordance with the Order of CNVM President no. 13/2011 for the approval of the Regulation no. 4/2011 regarding accounting regulations compliant with Economic European Commission Directive IV ( EEC Directive IV ), with the subsequent amendments and as described in the accounting policies presented in the notes to the separate financial statements 27

28 OGMS Apr 04/05, 2013 Dividend/share (RON) Proposal Total dividends of payment (mn RON) ** * for shareholders with holdings of more than shares, the dividend payment was of 99% ** shareholders proposal: RON 0.24, namely RON 124 mn (total dividend fund : RON 315 mn) Total dividends fund : RON 279 mn The Board of Directors proposes the distribution to shareholders of a gross dividend of 0,17 RON / share, representing a total dividend fund of RON 88 mn, with a pazout ratio of the net profits of 64,3%. The dividend fund is representing 100% of the total liquidities available as of Dec 31, The proposed net dividend yield, relative to the average market price of the SIF2 share is about 10% payout ratio (%) weigh of the dividend fund in liquidities (%)

29 Objectives: 1. Payment and provision respecting the legal deadline (GM decision and applicable legislation) 1. Informing shareholders on GM decisions on deadlines and means of payment of dividends 2. Payment period (as time) long enough for acknowledgment and taking the amounts 3. Providing in easy ways and on a larger area 4. Payments to final beneficiary (holder of shares) 5. Creating a payment option for shareholders with very small holdings whose dividends do not allow deduction of a fee payment under regulations. Given the economic - financial results reported in 2012, proving that the company has performed over the media sector and also the performance criteria and responsibilities imposed by activity program, revenue and expense budget and management contracts, participation in the benefit plans for directors and administrators for the year 2012 is proposed at 2% of net income, before forming the associated provision, plus company s contributions. Participation in the benefit plans for administrators and directors will be paid proportionally to the total revenue realized by them in company in

30 OGMS Apr 04/05, 2013 In accordance with legal stipulations related to the statute of limitations, the fulfillment of the dividends prescription for the 2009 fiscal year established in GMS on April 30, 2010) not collected in the past three years, is July 02, Approves statute of limitations of the right to request payment of dividends due and unclaimed for 3 (three) years since shareholders ordinary general meeting took place in 2010 and register them as other income. 30

31 OGMS Apr 04/05, 2013 Based on the activity Board Report, is subject to the approval of ordinary general meeting of shareholders, the asset discharge of administrators for

32 OGMS Apr 04/05, 2013 It is maintained the investment policy focused on two main pillars and on diversified portfolio of assets. The investment limits for the main issuers in the portfolio are maintained, following a general level of exposure per issuer of 10% of the total assets, with possibilities of overcoming temporary in order to benefit from all of the investment opportunities. Listed shares We aim further to have a portfolio consisting mainly of shares especially in the category of listed/traded primarily on the Romanian market but also in the region. Unlisted shares We continue the restructuring process aiming quantitative decrease of the holdings in the unlisted companies, which have no growth potential in the medium / long term. Other instruments Investments in UCITS, both in equity funds and in the fixed income instruments, are focused mainly the obtaining of a higher yield than the bank interest. 32

33 Financial sector Energy sector Other sectors The dimensioning of the banking exposures will be individualized and will depend decisively on the ability of each bank to resume the lending process and to reduce the level of non-performing loans, given that some issuers already shown increased capacity for risk management and sustainable appetite for involvement in the economy. We believe that the global recovery will return to the sustained pace recorded at the beginning of the last year, recovering from the slowdown caused by the euro crisis. The sizing of the trading operations within the financial sector aims at maintaining an optimal balance between the need of cash for further investment programs and the dividend expectations of the shareholders. Continuing the assumed long-term strategy, we consider strengthening the energetic pylon as it was foreseen (electricity, oil, gas, utilities, related services, plus the holdings in Fondul Proprietatea, possibly renewable energy projects), by adding holdings from the companies which were not listed by the State in We are interested in the completion of the energy sector with attractive issuers in term of performance, efficiency, predictability and dividend payout. Also, in addition to the already established markets, the analysis will be intensified for regional markets, targeting also the Eastern European companies, with potential of being privatized / listed. SIF Moldova continues the analysis on renewable energy projects (solar, wind, hydro, biomass, etc.) considering the possibility of initiating profitable investments. According to the principle of asset renewal and investment programs development, it will be initiated / continued research programs / investments in sectors like health, IT-telecom, high technology and agriculture. The gold mining producers sector remains in our attention as a possibility to protect against inflation, potential risk and difficulties from other causes (natural disasters) in the context of "competitive depreciation process" of currencies that can create potential for the gold price. 33

34 Objectives undertaken in the investment policy of SIF Moldova for 2013: Revenues from ceded financial investments RON 135 mn Profit from ceded financial investments RON 105 mn Investments RON 50 mn Total revenue RON 177 mn Total expenses RON 76 mn Gross profit RON 101 mn Net profit RON 86 mn 34

35 OGMS Apr 04/05, 2013 Principles implemented in current activity SIF Moldova s current organization in an unitary system comply with the basic principle of the dual system, namely the separation of the management functions from the control functions, and uses a low level of financial and human resources ; SIF Moldova unitary system ensures efficient management of the Board of Directors, which is collectively responsible for the financial reporting and long-term success of the company; SIF Moldova ensures a clear division of supervisory and control responsibilities relative to the executive management responsibilities; At the level of the Board there were created committees with specific responsibilities composed exclusively of non-executive members who analyzes the specific activity of the executive and make recommendations to the Board; Creation of the committees composed of experts from the company, with distinct responsibilities in investments and trading, financial analysis and risk control, financial accounting activities, which include the CEO and Deputy CEO who are participants in decisions only by equal vote of other committee members; Managers prepare monthly reports for the Board, being subject of the analysis and control of the advisory committees and the Board; Ethical standards and a code of conduct have been adopted and implemented; these will be constantly reviewed; SIF Moldova organizational chart and internal regulations clearly specify the division of management and control responsibilities, ensuring an increased role of the control departments for the decision; in this way, the possibility of any abuse of the executive management is removed. 35

36 Performance evaluation The implementation of the Corporate Governance Code at SIF Moldova represents the evaluation of the interaction between shareholders, directors and managers. The scoring concept of SIF Moldova corporate governance reflects the implementation assessing of the practices and policies as they serve to the interests of the shareholders and on the other hand the performance investment activity. The implementation of Corporate Governance scoring methods involves the use of self-evaluation of managerial performance based on indicators of scoring selected according to European practices. The methodology of the evaluation system involves the implementation of algorithms for measuring and evaluating the performance through quantitative and qualitative analysis: In the qualitative analysis it is used a method of comparing the texts to assess departments, activities and procedures of a qualitative nature, directly and indirectly productive. In the quantitative analysis it is used direct scoring method based on building references/numerical benchmark to assess the management performance, as a result of the implementation of the Corporate Governance within the departments, activities and procedures. The scoring formula combines equal proportions of management performance indicators which will reflect the quantitative and qualitative aspect. SIF Moldova performance analysis is an ongoing process, organized by procedures and controlled by management through the Investment/Risk Committees and is based on mathematical modeling through an "in house software. Financial Auditor s Deloitte Audit SRL opinion The analysis of SIF Moldova Corporate Governance Code shows that it was prepared following the example of the principles and recommendations specified in the OECD Principles, the Corporate Governance Code of Bucharest Stock Exchange ( ) as well as a series of Corporate Governance Codes which comprises corporate governance structures, shareholders rights, the role and duties of the Board, transparency, financial reporting, internal control and risk management, administration system, ( ). 36

37 OGMS Apr 04/05, 2013 Process and structure in accordance with the corporate governance code principles In the spirit of SIF Moldova corporate governance and goals set out in SIF Moldova Code of Corporate Governance", it is recommended to the shareholders to consider for the election of directors the principle of majority of non-executive directors and the majority of the independent members. A Board structure with a sufficient number of independent directors ensures the advisory committees required, in compliance with the recommendations of the corporate governance principles. The shareholders will be informed about the independent position of the candidates from the applications content; When choosing the board members, the shareholders should consider the best practices in the field which recommends a balance between the number of current directors, who by experience and knowledge of the company ensures the activity continuity and new directors which encourages the development of new ideas and practices. The Board has the legal requirement (Law 31/1990, Law 297/2004) to delegate the management to executives, the minimum number of executive directors is 2 (CNVM Regulation 15/2004) and the maximum number is 3, determined by the conditions stipulated in the provision of the article 138 of the Law 31/1990: "a majority of the Board will be composed of non-executive directors. According to the current bylaws provisions the President of the Board meets the quality of CEO and the Vice President of the Board meets the quality of Deputy CEO. 37

38 No Candidate names Registration number Work place/activity Recommended by Declared as 1 Ceocea Costel 1631/March 1, 2013 SIF2 President & CEO SIF Moldova Board non-independent 2 Doros Liviu Claudiu 1632/March 1, 2013 SIF2 Vice President & Deputy CEO SIF Moldova Board non-independent 3 Badica Emilian 1633/March 1, 2013 SIF2 director SIF Moldova Board non-independent 4 Ionescu Marcel-Valentin 1634/March 1, 2013 SIF2 - director SIF Moldova Board independent 5 Morosan Iosefina 1635/March 1, 2013 SIF2 - director SIF Moldova Board non-independent 6 Bontas Dumitru 1700/March 4, 2013 SIF2 - director SIF Moldova Board non-independent 7 Postolache Iulius 1726/March 5, 2013 Allianz - Tiriac Pensii Private SAFPP investment manager Alianz-Tiriac Pensii Private independent 8 Andrei Elena 1755/March 6, 2013 SIF2 - director SIF Moldova Board independent 9 Chetreanu Bogdan Mihai 1756/March 1, 2013 CNVM Vice President advisor Metex Big SRL independent 10 Oancea Micea 1757/March 1, 2013 CSSPP Deputy CEO shareholder independent 11 Cazan Florin 1758/March 1, 2013 Raiffeisen Capital Investment - broker Mihai Rotaru independent 12 Ciorcila Horia 1796/March 7, 2013 Banca Transilvania - President of the Board CA SIF Moldova independent 13 Hanga Radu 1797/March 7, 2013 BT Asset Management CEO shareholder independent 14 Hrebenciuc Andrei 1798/March 7, 2013 ASE Bucharest university lecturer Diana Le Bomin independent 15 Tescaru Marian 1799/March 7, 2013 Altria Capital Managing Partner Capraru Marius Daniel independent 16 Chisu Mihai 1800/March 7, 2013 S.S.I.F. IFB Finwest SA - broker Mihai Rotaru independent 17 Iancu Catalin Jianu- Dan 1801/March 7, 2013 OTP Asset Management - President OTP Asset Management independent 18 Trifa Aurelian Mircea Radu 1802/March 7, 2013 candidates Administratia Canalelor Navigabile SA Vice President of the Board Florin Ion independent 19 Radu Octavian Claudiu 1803/March 7, 2013 Pan Management Grup SRL - CEO shareholder independent 20 Skokan Niculae 1811/March 7, 2013 Investment consultant shareholder non- independent 38

39 voting bulletin Candidates in alphabetical order: For Against Abstein 1. ANDREI Elena independent 2. BADICA Emilian non-independent 3. BONTAS Dumitru non-independent 4. BUHAIU Gheorghe independent 5. CAZAN Florin independent 6. CHETREANU Bogdan Mihai independent 7. CHISU Mihai independent 8. CEOCEA Costel non-independent 9. CIORCILA Horia independent 10. DOROS Liviu-Claudiu non-independent 11. HANGA Radu independent 12. HREBENCIUC Andrei independent 13. IANCU Catalin-Jianu-Dan independent 14. IONESCU Marcel-Valentin independent 15. IONESCU Mihai-Andrei independent 16. MOROSAN Iosefina non-independent 17. OANCEA Mircea independent withdrawn March 21, RADU Octavian-Claudiu independent 19. SKOKAN Niculae non-independent 20. TESCARU Marian independent 21. TRIFA Aurelian-Mircea-Rad independent specifications The vote For can be cast only for 7 candidates More than 7 In favor options cast at point 9 on the agenda will void the votes for this point. 39

40 OGMS Apr 04/05, 2013 Approves maintaining monthly indemnization and additional indemnization for the administrator who is a member of Board of Directors, at the level approved by the Decision of the Ordinary General Meeting of Shareholders no. 8 and no. 9 from , published in the Official Gazette of Romania part IV no from Approves the administration contract for the period of mandate Approves maintaining monthly indemnization and additional indemnization for the director general and deputy director general at the level approved by the Decision of the Ordinary General Meeting of Shareholders no. 10 from , published in the Official Gazette of Romania part IV no from Approves the management contracts for the director general and deputy director general for the period of mandate Approves monthly indemnization for directors (others than the director general and deputy director general) at a level of 10 basic average salaries calculated based on monthly function chart. Approves the management contracts for directors for the period of mandate

41 OGMS Apr 04/05, 2013 According to the Regulation of corporate governance, the Audit Committee makes recommendations to the Board regarding the selection, appointment and replacement of the financial auditor, as well as its remuneration terms and conditions. In this framework, the Board decided the scroll of two stages regarding the proposal written on the ballot for the financial auditor: phase I candidates pre-selection consisting of analysis of technical and financial bid requirements; phase II - transparent improving of tenders (daily posting on the company website). At the end of phase II (Feb 28, 2013), the hierarchy of the candidate auditors depending on the offers was: 1. Deloitte Audit SRL, 2. KPMG. On the ballot bulletin it will be registered the candidate who is situated in the first position of the hierarchy of tenders, namely Deloitte Audit SRL. 41

42 Draft resolutions OGMS OGMS Apr 04/05, 2013 Resolution 1 Resolution 2 It is approved the election of the OGMS secretariat, composed of 3 persons from the company shareholders, in compliance with article 129, paragraph (21) of the Law 31/1990: 1 Lupascu Gabriel 2 Nicolaescu George Catalin 3 Puscas Michaela It is approved the Report of the Board of Directors for Resolution 3 It is approved the individual financial statements for 2012, accompanied by the financial auditor's opinion: total revenues RON 275,466,615 total expenses RON 117,313,839 profit before tax RON 158,152,776 tax on profit RON 21,075,976 net profit RON 137,076,800 Resolution 4 It is approved the distribution of the net prot achieved in 2012: V1 net profit to be distributed RON 137,076,800 dividends RON 88,245,230 other reserves RON 48,831,570 V2 net profit to be distributed RON 137,076,800 dividends RON 124,581,501 other reserves RON 12,495,299 42

43 Draft resolutions OGMS Resolution 5 Resolution 6 V1 It is approved the gross dividend of 0.17 RON/share. V2 It is approved the gross dividend of 0.24 RON/share. It is approved the participation of the managers and directors in the profit of the year 2012 at 2% of the net profit before setting the provision to which is added the company contributions. The participation of the managers and directors in the profit will be paid proportional to the total revenues realized by them in Resolution 7 It is approved the beginning of the dividend payments at the registered office within 60 days after the release of the general meeting of shareholders resolutions in the Official Journal of Romania, Part IV, complying with the legal deadline. It is approved the empowerment of the company s management to establish the methods and procedures for payment, to designate and contract specialized operators to pay dividends, as follows: a) the payment of the dividends due is made within a period of 6 months; b) the dividend payment costs will be borne by the shareholders; c) In case of deceased shareholders, the dividends are to be paid by request, only after Bucharest Central Depository will make the transfer of shares on behalf of the heirs. The payment methods will be made known to the shareholders through a press release of the company's management which will be published at least in a national newspaper and will be posted on the website of the company 43

44 Draft resolutions OGMS Resolution 8 It is approved the prescription of the dividends for 2009 established by the OGMS of April 30, 2010 and unclaimed until July 2, 2013 and their registration in "other income". Resolution 9. It is approved the full discharge of the directors for Resolution 10 It is approved the Activity Program for 2013 and the Investment Policy of SIF Moldova. Resolution 11 It is approved the Revenues and Expenses Budget for total revenues RON 177,482,621 total expenses RON 76,245,252 gross profit RON 101,237,369 net profit RON 86,066,318 Resolution 12 It is taken note of the information on the "Corporate Governance Code of SIF Moldova" which was approved by the Board of Directors. 44

45 Draft resolutions OGMS Resolution 13 There are approved the elected directors for a mandate of 4 years ( ), taking into account the results of the secret ballot and the bylaws provisions of SIF Moldova, namely... Resolution 14 If the Board of Directors has not been completed, for the vacant seats (after two rounds of voting), the OGMS authorizes the Board consists of elected directors, provided they are at least 3 and after their approval by the CNVM, to appoint from the candidates who obtained the highest number of votes "for", interim directors until the next General Meeting, subject to their approval of the CNVM. 45

46 Draft resolutions OGMS Resolution 15 It is approved the maintaining of the monthly allowance for a director and additional allowance for the directors who are part of an advisory committee of the Board, at the same level as approved by the Ordinary General Meeting of Shareholders Resolutions no. 8 and no. 9 dated April 22, 2011 and published in the Official Journal of Romania, Part IV, no of April 28, It is approved the administration contracts for the mandate period Resolution 16 It is approved the maintaining of the monthly allowance for the CEO and Deputy CEO at the same level as approved by the Ordinary General Meeting of Shareholders Resolution 10/April 22, 2011, published in the Official Journal of Romania, Part IV, no. 1493/April 28, It is approved the management contracts for the CEO and Deputy CEO for the mandate. Resolution 17 It is approved the monthly allowance for managers (others than the CEO or Deputy CEO) to be of 10 average wages calculated on the basis of the monthly payroll. It is approved the management contracts for the managers for the mandate. Resolution 18 It is approved the appointment of Deloitte Audit SRL as a financial auditor for a period of 2 years ( ). Resolution 19 It is approved the date of April 22, 2013, as the registration date of the shareholders to whom the resolutions adopted by the ordinary general meeting of shareholders of April 04/05, 2013 are applied. 46

47 TRANSPARENCY QUALITY PERFORMANCE