PUBLIC PURCHASE OFFER DOCUMENT

Transcription

1 PUBLIC PURCHASE OFFER DOCUMENT Issuer: SIF Moldova S.A. for the price of 1 lei (RON)/share between Offerer: SIF Moldova S.A. Intermediary RAIFFEISEN BANK S.A. THIS OFFER IS ADDRESSED SOLELY TO SIF MOLDOVA SA SHAREHOLDERS, IN COMPLIANCE WITH APPLICABLE REGULATIONS. APPROVED BY THE FINANCIAL SUPERVISION AUTHORITY ( FSA ) THROUGH RESOLUTION NO. 734 / THE SEAL OF APPROVAL APPLIED ON THE OFFER DOCUMENT DOES NOT ACT AS A GUARANTEE, NOR DOES IT REPRESENT ANY OTHER TYPE OF FSA CONSIDERATION REGARDING THE OPPORTUNITY, ADVANTAGES OR DISADVANTAGES, PROFIT OR RISKS THAT THE TRANSACTIONS TO BE CONCLUDED BY ACCEPTING THE PUBLIC OFFER OBJECT OF THE APPROVAL RESOLUTION; THE APPROVAL RESOLUTION CERTIFIES ONLY THE COMPLIANCE OF THE OFFER DOCUMENT WITH LEGAL REQUIREMENTS AND NORMS ADOPTED IN ITS APPLICATION. NOTE

2 NOT TO BE DISTRIBUTED TO ANY INDIVIDUAL RESIDENT OR PRESENT IN A RESTRICTED JURISDICTION. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. Should you have any doubts connected to the content of this document or the way in which you should act, you should contact an individual certified in compliance with Law no. 297/2004 regarding capital market, updated, or, if you are not resident in Romania, an individual certified from your jurisdiction who is specialized in share and securities consultancy, before taking any action. The entire text of this document should be carefully read. The main purpose of this document is to supply general information to shareholders in order to support them in getting an opinion regarding the public offer launched by the Offerer in relation to the shares issued by the Issuer ( as detailed in this document). This Offer Document has not been drafted with the intention of representing the sole evaluation base of the Issuer and making a decision to sell. At the same time, this Offer Document should not be interpreted as a recommendation to sell from the intermediary or the Offerer or the Issuer. Each shareholder should independently evaluate the Issuer and suggested Public Offer. Each shareholder is advised to consult with his/her own legal, financial, tax advisors or with other consultants regarding legal, tax, commercial or financial aspects, or any matter connected to the decision of selling his/her shares. The Issuer and the Intermediary take on no responsibility regarding such matters. Restricted jurisdictions Participation within the Offer of individuals who are not resident of Romania can be limited by the law from the jurisdiction of residence. Such individuals must get information regarding the restrictions applicable according to the laws and regulations in their jurisdiction of residence. If the applicable law does not state otherwise, the Offer is not and will not be made either directly or indirectly and will not be able to be accessed from or in any jurisdiction where local law might draw the responsibility, of any nature, including civil, regulation or criminal of the Offerer, if the information connected to the Offer will be made available to the Issuer s shareholders from that particular jurisdiction ( Restricted Jurisdiction ). For this purpose, copies of this document, the subscription form and any other document connected to the Offer are not and will not be transmitted, distributed, forwarded either directly or indirectly to or from a Restricted Jurisdiction. The individuals receiving this document, the Subscription Form (including custody agencies, agents or managers) must abide by these restrictions and must not send forward or distribute these documents to such a jurisdiction as this could be an infringement of the laws and regulations applicable in that jurisdiction and might invalidate an acceptance of the Offer. Any individual (incl. custody agents, agents and administrators) who intend to, or is contractually bound or bound by the law to transmit this document, subscription form and/or any other documents corresponding to the Offer to any jurisdiction outside Romania must get information about it, and study the laws or regulations applicable or consult with individuals who are able to do this. In case there occurs a new significant event or a material error is identified, or uncertainties regarding the information included in the Offer document, that might influence the evaluation of the securities, and the identification is made between the time of the Offer Document approval and the closing of the public offer, SIF Moldova, both as offerer and Issuer and the intermediary will update the information through an addendum to the Offer Document that will be certified and published under the same conditions as the present Offer Document. Publication A copy of this document is and will be available free of charge, under the reserve of the restrictions regarding individuals residing on any Restricted Jurisdiction: a) On paper format, free of charge, at the headquarters of Raiffeisen Bank SA in the Office Building, Calea Floreasca nr. 246D, 1st District postal code , Bucharest, fax and at the headquarters of the Offerer in str. Pictor Aman 94C, Bacau, postal code , Romania, Romania, phone no starting on the date the Offer Announcement is published and b) In electronic format, on the Internet page of Bucharest Stock Exchange ( and that of the Offerer (

3 The Public Purchase Offer (hereinafter referred to as Public Offer or Offer ) is initiated by SIF Moldova S.A., a company setup and functioning according to Romanian law, headquartered in str. Pictor Aman 94C, Bacau, postal code , Romania, entered in the Trade Registry under no. J04/2400/1992, sole registration no. (CUI) , entered in FSA register under no. PJR09SIIR/040001/ (hereinafter referred to as Offerer or SIF Moldova ), through Raiffeisen Bank S.A., ( Raiffeisen Bank ) headquartered in Sky Tower Building, Calea Floreasca nr. 246C, 1 st District, postal code , Bucharest, entered in the Trade Registry under no. J40/44/1991, sole registration no , entered in the Banks Registry under no. RB-PJR /1999, in FSA register under no. PJR01INCR/ and in the Record of personal data operators under no and 189 acting as Offer intermediary (hereinafter referred to as Intermediary ) and targets the purchase of a maximum number of shares issued by SIF Moldova S.A., representing 2,4081% of share capital, as issuer of the shares, object of the Offer (hereinafter referred to as Issuer ), paid in full, and that are not owned by the Offerer, according to the provisions below. This public purchase offer document (hereinafter referred to as Offer Document ) has been approved by the Financial Supervision Authority (hereinafter referred to as FSA ) through decision 734 / ISSUER IDENTIFICATION The company targeted by the Public Offer is SIF Moldova S.A., with the following identification data: Legal form: Headquarters: Tax identification code: Trade Registry registration no.: Main activity object: Share capital: Share company, registered and functioning according to Romanian law. str. Pictor Aman 94C, Bacau, postal code , Romania J04/2400/1992 NACE code: 6499 Other financial intermediation n.e.c. Subscribed share capital (as recorded in the Trade Registry on : ,6 RON, divided in a number of ordinary nominative shares, issued in dematerialized form, each with a nominal value of 0,1 RON and conferring equal rights to their holders. SIF Moldova s share capital, as registered on the date of the present Offer Document in the shareholders register held by the Central Depository is ,6 RON divided in a number of shares, each with a nominal value of 0,1 RON (hereinafter referred to as Initial Share Capital ). Reported to the Initial Share Capital, the consolidated synthetic structure of Issuer s shareholders on provided by the Central Depository was the following: Holders name No. of holdings Percentage (%) Resident natural individuals shareholders ,1516% Non-resident natural individuals shareholders ,4093% Resident company shareholders ,1186% Non-resident company shareholders ,3205% TOTAL ,0000% Starting on the 1 st November 1999, the Issuer s shares are allowed for trading on the regulated market, managed by Bucharest Stock Exchange ( BVB ), Premium category symbol SIF2 and ISIN code ROSIFBACNOR0. The following image present the evolution of SIF Moldova s share price, expressed in lei, over the last 12 months prior to the submission of the Public Offer documentation to FSA, for approval

4 Source: BVB website The clearing price of the Issuer s shares on the last trading day before the submission of the present Offer Document to FSA was 0,8610 RON/share, price set on OFFERER S IDENTIFICATION A. Offerer Information The Offerer is SIF Moldova SA, with the following identification data: Legal form: Headquarters: Tax identification code: Trade Registry Entry no.: Main activity object: Share capital: Share company, registered and functioning according to Romanian law. str. Pictor Aman 94C, Bacau, postal code , Romania J04/2400/1992 NACE code: 6499 Other financial intermediation n.e.c. Subscribed share capital (as recorded in the Trade Registry on : ,6 RON, divided in a number of ordinary nominative shares, issued in dematerialized form, each with a nominal value of 0,1 RON and conferring equal rights to their holders. Reported to the Initial Share Capital, the consolidated synthetic structure of Issuer s shareholders on provided by the Central Depository was the following: Holders name Holdings no. Percentage (%) Resident natural individuals shareholders ,1516% Non-resident natural individuals shareholders ,4093% Resident company shareholders ,1186% Non-resident company shareholders ,3205% TOTAL ,0000% B. Offerer Presentation SIF Moldova is entered in FSA register under Alternate/Closed-type investment companies under no. PJR09SIIR/040001/ and functions in Romania in compliance with Law no. 31/1990 regarding companies, Law no. 297/2004 regarding capital market, with later amendments and additions, and special regulation regarding financial investment companies and the Memorandum of Association. SIF Moldova is the successor of Fondul Proprietatii Private II Moldova, reorganized and transformed in compliance with the provisions of Law no.133/1996. According to the Memorandum of Association, the SIF Moldova s main object of activity is : the administration and management of financial instruments, derivatives and other instruments qualified as such by the regulations of National Securities Commission (CNVM), whose attributions - 4 -

5 and prerogatives have been taken on by the Financial Supervision Authority (F.S.A.); the administration and management of shares/bonds and other rights resulting from them in untraded or closed companies; other auxiliary and related activities, in compliance with applicable regulations. From the investment strategy point of view, according to the Investment Policy Statement and Activity Program approved in OGMS on , SIF Moldova has an investment strategy of developing the Majority Holding Portfolio, characterized by: a) project implementation in various fields of activity and business development through specialized companies (companies setup by SIF Moldova within the Group) and/or on Companies in SIF Moldova s Historic Portfolio; b) investments represent a private equity type approach which involves the development of existent majority holdings (real estate, agricultural machines), as well as new investments (real estate, hotel, agribusiness); the investment decisions have a degree of maturity/ impact on average and long term expected profits. SIF Moldova self-manages in a unitary system. Through current report no of the shareholders and investors have been provided with information regarding the election of management for the mandate, in compliance with the resolutions of OGMS on In order to insure continuity in the management and patrimonial engagement of the company until FSA certification of the modifications occurred on the management level, SIF Moldova has notified third parties (banks, institutions, etc), about the provisions of art. 7 line 3 of SIF Moldova s Memorandum of Associations (FSA approval no. 217/ ), according to which: In the transition period, between the date the mandates of the former directors expire and the validation date of new directors by the competent authority, the company s management is insured by the former directors. From the 1 st November 1999, SIF2 shares have been allowed for trading on the regulated market managed by Bucharest Stock Exchange. Offerer Information Allowed for trading Bucharest Stock Exchange since 1 st November 1999 BVB symbol SIF2 Bloomberg symbol BBGID BBG000BMN5F5 Reuters symbol SIF2.BX ISIN ROSIFBACNOR0 FSA Register entry no. PJR09SIIR/040001/ Contact information Address: str. Pictor Aman 94C, Bacau, postal code , Romania Website: sifm@sifm.ro / actionariat@sifm.ro Phone no.: Fax:

6 C. Presentation of the Group the Offerer is part of The composition of SIF Moldova Group is that pursuant to FSA Certification no. 1/ and includes 9 subsidiaries: No. Subsidiary name SIF Moldova mother company SIF Moldova direct holding Company type (closed/ listed) 1 Mecanica Ceahlau SA 63,302 BVB REGS (MECF) 2 Regal Galati SA 93,021 BVB ATS (REGL) 3 Tesatoriile Reunite SA 99,999 unlisted 4 Casa SA 99,026 unlisted 5 Asset Invest SA 99,997 unlisted 6 Real Estate Asset SA 99,999 unlisted 7 Agrointens SA 99,999 unlisted 8 Agroland Capital SA 99,992 unlisted 9 Hotel Sport Cluj SA 99,990 unlisted 3. IDENTIFICATION OF THE PERSONS ACTING IN A CONCERTED MANNER WITH THE OFFERER The Offerer is not aware of the existence of other individuals acting in a concentrated manner with it, regarding the Issuer. 4. NUMBER OF SHARES ISSUED BY THE ISSUER THAT ARE HELD BY THE ISSUER AND INVIDUALS ACTING IN A CONCERTED MANNER The Offerer directly holds a number of shares issued by the Issuer, representing 1,5412% of the share capital entered in the Trade Registry, in compliance with the account statement supplied by BRD Groupe Société Générale. 5. NUMBER AND CLASS OF EQUITIES THAT ARE OBJECT OF THE PUBLIC OFFER The Offerer intends to purchase, through the Public Offer a maximum number of shares representing 2,4081% of share capital, issued by the Issuer and paid in full, that are not in the Offerer s property on the date of the present Offer Document ( Offer shares ). The Public Offer is for all natural individuals and companies, other than the Offerer, who hold shares issued by the Issuer in the Offer Period ( Shareholders ). The Offerer s purchase of Offer Shares in the Public Offer has been approved by the resolution of the Extraordinary General Meeting of Offerer s Shareholders no. 2 on , published in Romania s Official Gazette, Part IV, no on and has the purpose of reducing the Offeror s share capital. 6. THE PRICE OFFERED PER SHARE IN THE PUBLIC OFFER AND ITS ASCERTAINMENT METHOD The price per share offered by the Offerer in the Public Offer is 1 lei (RON)/share (hereinafter referred to as Offer Price ). The shareholders who will accept the Offer in a valid manner, in compliance with the terms in the present Offer Document will receive the Offer price for the Offer Shares sold in the Offer, of which the commissions and fees levied by or through intermediaries as well as any bank transfer commissions will be deducted. Certains costs will be presented in detail in the Subscription Form for the Offer; the Shareholders who wish to participate in the Public Offer must verify the total value of costs generated by the sale of Offer Shares with the intermediary - 6 -

7 through which they intend to subscribe to the Offer. Any income gained by the investor from the sale of the signed assigned in the Offer represents capital earnings from the taxes point of view, and consequently, the Offerer is not responsible for the deduction or payment and has not deducted or paid any tax or other tax obligation connected to the Offer Price payable to the Shareholders who sell through the Public Offer. Each Shareholder should obtain independent advice from his legal, tax or financial advisors and comply with all tax obligations that might result following the income obtained in relation to the sale of the shares through Public Offer. Offer Price Ascertainment Method The Offer Price has been set abiding by the Regulation of National Committee for Equities no.. 1/2006 regarding issuers and equity operations, with modifications ( Regulation no. 1/2006 ) and Law no. 24/2017 ( Law regarding financial instruments issuers and market operations ). In compliance with the provisions of art. 57 line 1 Regulation no. 1/2006, the price in a public purchase offer, should be at least equal to the highest price between: a) the highest price paid by the Offerer or individuals it acts in a concerted manner with in the 12 months period prior to the date of FSA submission of offer documentation this price is 0,8620 RON/share. b) the average weighted trading price, corresponding to the last 12 months prior to the submission of the offer documentation to FSA. According to BVB data, this price is of 0,7907 RON/share for the period between Given the above, the Offer Price is 1 RON/share. Public Offer Value The total value of the Public Offer (hereinafter referred to as Offer Value ) will be equal to the number of Offer Shares purchased by the Offerer in the Offer multiplied by the Offer Price. The maximum value of the Public Offer is lei (RON). In compliance with applicable regulation the Offer Price can be increased by the Offerer during the Public Offer, abiding by the procedure described in the Public Offer Modification section of the present Offer Document. In this case, the shareholders who have validly accepted the Public Offer before the modification of the Offer Price will receive the increased price. 7. PUBLIC OFFER RUN TIME The present public offer is valid for a period of 15 (fifteen) working days and will be initiated in the fourth working day from the date the public offer announcement has been published in at least one printed or online newspaper for general or financial information, on the national level. The offer period runs between and (hereinafter referred to as Offer Period ). The Offer Period can be extended by the Offerer abiding by the procedure described in the Public Offer Modification section of the present Offer Document. During its entire duration the Public Offer is irrevocable. At the expiry of the Offer Period, the Public Offer becomes expired. 8. PUBLIC OFFER MODIFICATION Any new significant act, or any material error or inaccuracy regarding the information comprised in the present Offer Document that could influence the evaluation of the Offer Shares occurred or identified between the time the Offer Document has been approved and the Public Offer closed, will bind the Offerer to prepare an amendment to the present Offer Documents, that will be submitted for FSA approval. In the Offer Period, the Offerer may modify the terms and conditions of the Offer, abiding by the following conditions: a) obtaining the approval from FSA to modify the Offer document; b) the modification of the Offer terms will not lead to less advantageous conditions for the individuals it targets; - 7 -

8 c) the modification will be the object of an announcement that will be notified to the investors, under the same conditions as the Offer Document. Any modification request for the Offer Document will be submitted for FSA approval at least 1 (one) working day before the last day of the Public Offer run period. Any modification of the Offer Document is valid and can be implemented only if FSA approved and published according to applicable legislation. FSA may approve the modifications according to the provisons of applicable law regarding public offer for equity purchase, or may refuse their approval. In case modifications concerning the price or any other elements of the Offer Document with the exception of the offer closing deadline, are approved, FSA has the right to extend the Offer PEriod so that there are at least 2 (two) working days between the date the modification announcement is published and the offer is closed. The modification is valid once published through an amendment of the Offer Document through the same means used for the Offer Document. In case the amendment to the Offer Document is the increase of the Offer Price, all subscribers to the Offer, including those who have already subscribed before the increase of Offer Price, will receive the increased price. 9. SUBSCRIPTION METHOD AND LOCATION, OPENING HOURS The public offer will be run exclusively using the trading systems managed by Bucharest Stock Exchange. The Offer Document will be available free of charge: a) On paper format, free of charge, at the headquarters of Raiffeisen Bank SA in the Office Building, Calea Floreasca nr. 246D, 1st District postal code , Bucharest, fax and at the headquarters of the Offerer in str. Pictor Aman 94C, Bacau, postal code , Romania, Romania, phone no starting on the date the Offer Announcement is published and b) in electronic format on BVB page ( and on the issuer s page ( Shareholders may subscribe to the Offer in compliance with the terms of the present Offer Document by filling in and singing 2 (two) copies of the Subscription form as made available for interested shareholders by certified intermediaries (hereinafter referred to as Subscription Form and by submitting all necessary documents before the Public Offer closing time, at one of the following addresses : Raiffeisen Bank headquarters at Office Building, Calea Floreasca nr. 246D, 1 st District, Bucharest, postal code , during regular opening hours, between , from Monday to Friday, during the Offer Period; and at the headquarters of other FSA certified intermediaries, who have signed and submitted to the Intermediary the Engagement Letter regarding the abidance by the Public Offers terms and conditions (hereinafter referred to as Engagement Letter ) and have received access to the Public Offer dedicated market segment from BVB, during regular opening hours of those particular intermediaries, during the Offer Period, from Monday to Friday. On the last day of the Offer Period, Subscription Forms can be submitted by the above mentioned intermediaries by 12:00 p.m (East European time- GMT+2). The signing of the Subscription form in compliance with the Offer Documents represents the unconditional acceptance of the Public Offer terms and conditions, Offer Document in full, the Shareholder confirming that he has received, read, understood and accepted the terms and conditions in the present Offer Document and that he has subscribed to abide by them. On the expiry of the Offer Period, subscriptions remain irrevocable until the end of the operations presented in the present Offer Document. Each Shareholder who intends to subscribe to the Public Offer may only subscribe a number of shares issued by the Issuer that he owns on the date the Subscription Form is submitted, registered at the - 8 -

9 intermediary authorized to participate to the Offering or custodian. Each intermediary authorized for the purpose of the Offer binds to verify each subscription form received along with the accompanying documents so that the number of shares held in the Issuer that are subscribed by each Shareholder and mentioned on the Subscription Form foes not exceed the number of shares held by that Shareholder, as entered in the account opened with that intermediary or agent or custodian. For the purpose of the Offer, each authorized intermediary can validate the subscription made by the Shareholder and enter the corresponding share in the BVB trading system only after carrying out the verifying process mentioned above. For the purpose of the offer each authorized intermediary is fully responsible for the prejudice brought on the Offerer or third party, either directly or indirectly, by failing to abide by the process described above, regarding the subscriptions submitted to that particular intermediary. If the Shareholder has concluded a valid financial brokerage contract with one of the certified intermediaries for the purpose of the Offer, that particular shareholder may send that intermediary a standard sale order regarding the shares held in the Issuer that he intends to sell in the Offer without the need of presenting additional documents. That intermediary will fill in the Subscription form on behalf of that shareholder. If the shareholder has not concluded a valid financial brokerage contract with an intermediary who will take the sale order in compliance with the provisions of the present Offer Document, than the Subscription Form will be attached any other documents requested by the intermediary for the purpose of abiding by the regulations regarding client awareness, in compliance with applicable provisions and internal regulations regarding client awareness. The documents drafted in any other language than Romanian or English, provided by a shareholder natural individual or company will be accompanied by translations in the Romanian or English language. In case (a) the Subscription Form contains material or legal errors or is not accompanied by the documents requested and/or (b) any shares that are intended to be subscribed in the Offer by the Shareholders, (i) are restricted for transfer in any way in the Central Depository, and/or (ii) the shares are affected by options or other rights in favor of a third party and/or (iii) the shares are not held in the account by the Shareholder, or the number of shares indicated on the Subscription Form is higher by the number of shares actually held by the Shareholders, the Subscriptions Forms will be considered null and invalidated by the intermediaries. The Offer Intermediary and intermediaries whose access to the Public Offer is certified by the Offer Intermediary will verify the validity of the Subscription Forms and corresponding documents and validate them in compliance with the terms and conditions of the present Offer Document before the entry of the sale orders in the BVB trading system. Immediately after the validation of any subscription made by a Shareholder, the intermediary certified for the Offer through which the subscription is made will escrow the subscribed Offer Shares subscribed by that Shareholder, or in case the Shareholder uses the services of a custodian, the Shareholder is bound to instruct the custodian or to escrow the Offer Shares until the transaction date corresponding to the offer. Each intermediary authorized for the purpose of the Offer and each custodian of the shareholders who subscribe in the offer are bond to take all measures necessary for the actual escrowing of Offer Shares in the relevant accounts opened by that particular intermediary or custodian. The escrow of any subscribed Offer Shares that will not be assigned in the Offer will be annulled by that particular intermediary / custodian after the assignment of Offer Shares on the transaction date corresponding to the Offer. At the same time, in case a Shareholder revokes his subscription to the Offer, the escrow of the subscribed offer Shares will be annulled immediately after the intermediary validated the Cancellation Form. The escrow on all Offer Shares to be assigned in the Offer will be allowed for transfer right before and for the purpose of registering the transactions corresponding to the Offer in the trading systems managed by Bucharest Stock Exchange. The Offer Intermediary and intermediaries whose access to the Public Offer is authorized by the Offer Intermediary must inform the Shareholders who have subscribed through them regarding the conditions of the Public Offer running methods and are exclusively responsible for the running of the public offer and abidance - 9 -

10 by this Offer Document and FSA regulations, including, without being limited to the making of payments for the transactions carried out as per orders collected, validated and entree in BVB systems in connection to the Offer and corresponding payments to the Beneficiaries. 10. SHARE ASSIGNMENT METHOD The Offerer, through this Public Offer intends to purchase a maximum number of shares representing 2,4081% of share capital, paid in full, issued by the Issuer that are not in the Offerer s property. In case the total number of shares subscribed by Shareholders who have accepted the Public Offer conditions in compliance with the provisions of the present Offer Document exceeds the number of Offer Shares, assignment will be made on a pro-rata basis. In order to avoid any doubts, in this case, a Shareholder who has accepted the Public Offer will sell a number of shares equal to the number of shares subscribed in the Subscription Form that has been validated by the intermediary used, multiplied by radio between the total number of Offer Shares and the total number of shares subscribed in the Offer by the Shareholder, according to the validated Subscription Forms. Any fraction of a share resulted following this pro-rata assignment will be rounded down up to the closes full number of shares. In order to avoid any doubts, a Shareholder who holds more than the maximum number of Offer Shares has the right to subscribe up to the number of shares held in the Issuer and this number of shares will be accordingly taken into consideration in the total number of subscribed shares at the time of the pro-rata assignment, but the maximum number of shares that can be sold in the Public Offer by that particular shareholder will be calculated based on the application of assignment index to the number of shares subscribed in the Offer. No subscriptions of share fractions are allowed. The assignment index will be made public on the last day of the Offer Period through the electronic system of Bucharest Stock Exchange. For the purpose of assigning any remaining Offer Shares (resulted from the rounding-down of the Offer Share number in the pro-rata assignment process), Shareholders will be ranked in decreasing order based on the number of shares subscribed by each, and if one or more shareholders have subscribed an equal number of shares, they will be ranked in increasing order based on the registration time in BVB electronic system of the sale order corresponding to that subscription. Unassigned shares resulted will be assigned one per subscription (without the number of Offer Shares assigned in total to one subscription, exceeding the number of shares initially subscribed through that particular subscription), starting with the highest assignment downwards, until they are exhausted. 11. SHARE PAYMENT METHOD The payment of Offer Price for the Offer Shares purchased by the Offerer during the Offer will start immediately after the offset of the transactions corresponding to the Public Offer, without exceeding the deadline of 3 (three) working days from the offset day. No payments will be made before the expiry of the Offer Period. Transactions corresponding to the Public Offer will take place on the second working day after the closing of the Public Offer, at the latest, through the automated registration in BVB electronic system, of 2(two) types of orders: a set of sale orders in the account of the selling Shareholders who have subscribed to the Public Offer and a purchase order in the account of the Offerer. The offset of the transactions corresponding to the Offer will take place on the second working day following the transaction (T+2). FSA certified intermediaries, whose access to the Public Offer has been authorized by the Intermediary and instituted by BVB must abide by the Offer conditions by singing the Engagement Letter. The Offerer will not be responsible for capital gains tax, trading commission and taxes for the payment of share price or any other taxes and commissions payable by the Shareholders who have sold shares in the Public Offer. Each Shareholder will receive the payment for the shares sold in compliance with the option mentioned by the Shareholder on the Subscription Form, the costs incurred will be borne by the Shareholders who have accepted the Public Offer

11 12. SOURCE AND SIZE OF OFFERER S FUNDS FOR SHARE PAYMENT The Offeror will finance the Offer using funds already available to the Offerer. The Offerer has deposited in its account opened with the Intermediary, the lei amount representing at least 30% of Offer value. 13. ECONOMIC-FINANCIAL INFORMATION OF THE OFFERER/ISSUER IN COMPLIANCE WITH THE LATEST FIANCIAL REPORTS APPROVED million RON Total assets Net income and gains from investments Gross profit Net profit Source: Audited annual individual financial statements of SIF Moldova for year 2016, drafted in compliance with IFRS 14. OTHER INFORMATION CONSIDERED RELEVANT BY THE OFFERER The Offerer and Intermediary take it upon themselves to state that the information presented in the Offer Document and true and no omission was made that could significantly affect the content of the Offer Document. In compliance to article 15 of Law no. 24/2017 regarding financial instruments issuers and market operations, the responsibility regarding the present Offer document and its compliance to legal provisions regarding the truthfulness, accuracy and certainty of the information in the Offer Documents and Offer Announcement, depending on the case, is solely that of the Offerer, the intermediary and any other individuals, depending on their role and responsibilities assigned by the law, as listed in art. 15 Law no. 24/2-17 regarding financial instruments issuers and market operations. The initiation and running of the present Public Offer will be made according to the applicable legal norms. The legal relationship between Offerer and Shareholders who have subscribed within the Public Offer will be governed by Romanian law. Any conflict arising or in connection to these relationships will be solved by competent Romanian courts, according to the competence norms foreseen by Romanian law. Date: OFFERER Intermediary SIF MOLDOVA S.A. Claudiu DOROS Vice-president adj. CEO RAIFFEISEN BANK S.A. Dana Mirela Ionescu Investment Banking Manager