EXCLUSIVE: What happened at Sibex in the past month - as recounted by Teodor Ancuţa

Following the recent articles on the status of the management of Sibex, I want to make the following mentions in order to make it clear how the events unfolded:

1. The General Meetings of the Shareholders of Sibex which took place on April 29th, 2011, did so in violation of the law No. 31/1990 and of the Articles of Incorporation of Sibex, even though the people who requested the revocation were assisted by three lawyers of Bucharest and by a notary.

2. The following flaws were recorded, which I will enumerate hereinafter:

- The secretariat members that were elected at the end of the General Shareholder Meeting did not even draw up at the very least the minutes specifying the proxies that were present, the names of other participants, etc. Recalculating the voting rights, for 2 hours, was not within the attributions of the General Shareholder Meeting, but rather within those of the Depository of Sibex, and it is not normal for the people who attended the Meetings to calculate the number of voting rights themselves.

- Outsiders shouldn"t have been allowed to participate in the General Shareholder Meeting.

- No verification was performed on whether the number of votes of by the agents matched the number of votes in their proxies.

- The proposal to change and replace me as president who leads the General Shareholder meeting was not legal, since the chairman of the Board merely presides the General Shareholder Meeting and can only be replaced in specific circumstances, such as temporary incapacity, disability etc., which was not the case.

Following these irregularities, the General Shareholder Meeting was challenged in court by a group of shareholders. It is a shame that some of the shareholders, as well as the members of the Board of Directors of Sibex are not familiar with the legislation concerning companies (Law no. 31/1990), nor with the law concerning the Capital market (Law no. 297/2004).

After the General Shareholder Meeting, I have presented my resignation from the position of Managing Director precisely because of the decisions of the Ordinary and Extraordinary General Shareholder Meetings, upon the insistence of some shareholders, precisely to allow the newly elected management to take over its functions as soon as possible. I had promised them that on May 2nd, 2011 I would hand in my resignation and I kept my word.

I have currently gone back on my resignation of May 2nd, 2011 precisely because it has been invalidated following the decisions of the General Shareholder Meeting of April 29th, 2011, as they were suspended on May 23rd, 2011, through the ruling of the Court for commercial and administrative matters, in the case no. 2335/85/2011. Meanwhile, two more meetings of the Board of Directors have been held, which were summoned in compliance with the Articles of Incorporation, and which I plan to challenge this time, according to art. 38, paragraph 2: "the notice to attend must be sent to the members of the Board of Directors through the secretariat of the market operator with enough time in advance of the date which has been set for the meeting and must specify the date and hour, and the agenda of the meeting". The summoning of the meeting of the Board of Directors of May 16th, 2011, was sent using the email of the Exchange on Friday, May 13th, 2011, 22:49 hours, and on Saturday, May 14th, 2011, 11:12 hours, in other words outside the working hours of the company. I wasn"t even summoned to attend the first meeting of May 16th, 2011, because the goal was to dismiss me from the position of President of the Board and Managing Director. Besides, I was on holiday for two days, starting with May 13th, 2011, according to the request filed on May 11th, 2011. Only two members attended the meeting (of which one also carried a proxy from a third member). One served as a president and the other one served as a secretary.

On the same meeting of the board of Directors Dan Simionescu was appointed as Leading President and General Manager. According to Chapter 8, art. 39, of the Articles of incorporation of SIBEX, "the president of the Board of Directors and the General Manager need to be validated by the General Shareholder Meeting", just as Mr. Cristian Sima was validated, for instance, at the General Shareholder Meeting of April 29th, 2011 (General Shareholder Meeting which is currently suspended).

Also, the meeting of the Board of Directors of May 23rd, 2011 was summoned on Sunday, May 22nd, 2011, by email at 21:43 hrs, and the notice to attend was not sent by fax, nor using the company"s email address. This meeting also continued the series of violations of the legislation in effect, climaxing with the summoning of the Extraordinary General Shareholder Meeting at the Sibex Depository and the Romanian Clearing House, with the goal of dismissing of the members of the Board of Directors and the election of a new Board; or, the dismissing of the members of the Board of Directors, needs to be done using an Ordinary General Shareholder Meeting, not an Extraordinary Meeting (they should know at least this specific provision of the Law no. 31.1990). In the notice to attend, these requirements are mentioned at items 13 and 14, and in the decisions they were approved with the same numbers. One of the measures taken by the President and the Secretary of the Board of Directors was the legality of the approval of the Project to access European Funds, "Financing axis 2.3, access to continuous participation and professional training" - even though the vote was 50%-50%, given the fact that he was the "chairman" of the Board of Directors, Mr. Simionescu considered that his vote and that of the "secretary" accounted for 60%, whereas the others accounted for just 40%.

Mr. Simionescu, who was the initiator of these notices to attend and of the decisions of the Board of Directors, claimed that, due to his being the chairman of the Board, his vote was decisive in the case of a tied vote. However, he forgets that, he also appointed himself general manager of Sibex, through the same decision of the Board of Directors by which he appointed himself as a President (as a result of the revocation of my tenure). Or, under this situation, according to art. 153, subsection 20, paragraph 6 of the Law no. 31/1990, the President of the Board of Directors can not hold a decisive vote if he is also the manager of the company.

On the other hand, since the decision of the Extraordinary General Shareholder Meeting of April 29th, 2011, which concerned the modification of the Articles of Incorporation, in order to allow the separation of the positions of President and General Manager, Mr. Simionescu, a true artist when it comes to appointing himself as Board president in various companies, was not allowed to appoint Mr. Cipariu Darius as his replacement, because he had nothing to delegate, as he had been unable to obtain the function of general manager. I, the undersigned Teodor Ancuţa, was the only one entitled to further delegate some of my attributions, according to the provisions of art. 27, paragraph 9, of the Regulation no. 1 concerning the organization and the functioning of SC SIBEX SIBIU STOCK EXCHANGE SA, as I still held the position of General Manager which had been awarded to me through the contract of mandate approved by the General Shareholder meeting. Let"s not forget that, during this period, Mr. Simionescu has carried out actions which are the prerogative of the chairman of the Board of Directors, without having submitted and registered with the Trade Registry his self-appointment on this position. It is clear that the recent decisions made by the Board of Directors led by Mr. Simionescu violate the law, the Articles of Incorporation and the Regulation No. 1 of SC SIBEX SA.

It is clear that from a legal point of view, the undersigned was the only person entitled to delegate roles of the General Manager to the Deputy General Manager, Mr. Darius Cipariu.

Even though he changed his communist clothes in the capitalist cleaners of the USA, Mr. Simionescu neglected to shed his old habits, because, as can be seen, he is used to the totalitarian customs and to violating existing laws. Obviously, what interests Mr. Simionescu the most, is Sibex"s money. This is in the only explanation for his decision he pushed for in the meeting of the Board of Directors concerning the project for the "Accessing of European Funds".

Reducing the stake of Sibex from 76% to 57%, as approved by the two men, means that the European funds attracted by the Exchange would fall by 1 million Euro, money that the new board is considering putting into the pockets of "marquee specialists", who needed no less than 14 years to become university professors after graduating from college, (and needing several attempts to be admitted in college in the first place), instead of bringing in the best specialists on the capital market.

From the mass-media, I found that Mr. Simionescu serves on the Boards of Directors of no less than eight companies (SC COMCM SA Constanţa, SC ROMCARBON SA, SC GREENFIBER INTERNATIONAL SA, SC GREENTECH SA, SC SIBEX SA, SC GRENWEEE INTERNATIONAL SA, SC SCUT CONSTANŢA SA, SC TRANSILVANIA TRAVEL SA). Mr. Simionescu achieved the performance of being in two places at once on May 16th, 2011: both at SC SIBEX SA, as well as at SC SCUT SA Constanţa, to revoke the proxies of the Managing Directors (Ancuţa and Frăţilă) and to appoint himself as chairman of the Board at both companies on the same day. The Romanian National Securities Commission and the other institutions will need to review the aforementioned issue, because Mr. Dan Simionescu is misleading them by using several forenames, such as in the case of SIBEX (Simionescu Dan) and in the case of GREENTECH Buzău (Simionescu N. Dan, see Romanian Official Gazette, Part IV-a, no. 513-23.01.2009).

As can be seen, this humpty-dumpty of SIF Transilvania is able to successfully cross hundreds of kilometers and to make decisions which affect the management of listed companies in just one day. Perhaps these achievements of Mr. Simionescu should gain the attention of the apt institutions of the state such as the CNVM, in order to decide on the legality of the members empowered by the director and on the legality of the members mandated by the director and of the legality of his decisions, especially since it is obvious that he destroys everything he touches.

Your newspaper also published statements that my "playing" with the Sibiu Exchange (May 17th, 2011) - is not normal. Or my "playing" over the course of 17 years meant that I built a regulated market called Sibex with all its three major components holding the required licenses: Sibex, the Romanian Clearing House and the Sibex Depository. I was thus successful in achieving my goal to turn my city into a relevant capital market center - a member of the AFM and of the EACH, and which allowed us to make a profit of 40.000 Euros per employee in 2009. I built from scratch the market that you people are fighting over today. The end result of my "games" proved to be serious, attractive and with a lot of potential, and it will remain so on one condition: that it continues to be led by people who are fair and honest and who are familiar with the law, instead of petty self-serving little chairmen. I am content that my idea of turning Sibiu into one of Romania"s capital market centers has been so successful that right now, the issue of taking over Sibex has become a very important issue, even for the SIFs. I can"t say I understand why they completely changed their tactics in four months, (between December 14th 2010 and April 29th, 2011. I know their reasons, but I have no evidence to support it. It is a shame that the people that they have proposed for the Boards of Directors of Sibex don"t even have the most elementary knowledge of legislation. A flurry of mistakes have been made, such as in the two meetings of the Boards of Directors of SIBEX (May 16th, 2011 and May 23rd, 2011). Perhaps they were deliberate; after all, the end justifies the means. I have been saying for quite some time, that I will resign, but I"m not just going to leave Sibex in the hands of just anybody. If the Ordinary and Extraordinary General Shareholder Meeting decide to replace me, I"ll naturally obey, but this "child of mine" will not be decapitalized, will not be moved from Sibiu and I wish it all the best, and I hope that its achievements will propel it among the best exchanges in the world. Those who are looking to take it over should do so legally and they should guarantee to shareholders that they will make it profitable, that they will pay out dividends and that the price of the stock will rise. I think that the dust will settle and that I will be replaced by a professional that will be able to approach the intermediaries and who will attract their customers using any possible means.

It is true that, because of all these reasons, on May 25th, 2011 I went back on my decision to resign from my position of General Manager, less so like Ţepeş (who resigned from the BSE), and more like Sima (who resigned from Sibex) and I did that upon the insistence of several shareholders. I can say that those shareholders asked me to go back on my resignation from the bottom of their mi-au heart, as a result of the suspension of the decisions of the Ordinary and Extraordinary General Shareholder Meetings and due to the power vacuum. I wasn"t too thrilled about doing this, but as I told you, on May 26th, 2011, I was still recorded as chairman of the Board of Directors, and therefore as General Manager as well, according to the Articles of Incorporation. As I told you, article 39 of the Articles of Incorporation, chapter 8, stipulates that the validation of the chairman of the Board of Directors and of the managers gets done by the General Shareholder Meeting. Mr. Simionescu signed documents and decisions without having been validated through the General Shareholder Meeting, and without having been validated by the CNVM. I hereby attach the confirmation of company details of May 26th, 2011.

I have resigned following the decisions of the Ordinary and Extraordinary Shareholder Meetings together with the provisions of the Extraordinary General Shareholder Meeting item VI-the splitting of the two functions, if the decisions are suspended and my resignation should have been revoked, I can"t be the chairman of the Board without being a General Manager according to the Articles of incorporation. At any rate, I expected the SIFs to have qualified experts, or that at the very least they would be familiar with the law no. 31/1990, and not have them go from making one mistake to the next, like they did with the decisions of the two boards. I will challenge the two meetings of the Board of Directors, as they are completely illegal.

In order to keep up the appearances of legality, I am considering going on an unpaid leave until an irrevocable ruling on the decisions of the Ordinary and Extraordinary Meetings of the Shareholders of April 29th, 2011. I hope that in this period those who are interested in taking over Sibex is to take some legislation classes in order to avoid making the bad mistakes thus making Sibex a defendant against other shareholders, and also putting it in a situation that doesn"t fit at all with the picture that it had until now.